NAIK RAJAN 4

4 · CSG SYSTEMS INTERNATIONAL INC · Filed May 18, 2026

AI-generated summary of this filing

Updated May 19, 2026

CSG Systems (CSGS) Director Rajan Naik Sells 28,878 Shares

What Happened

Rajan Naik, a director of CSG Systems International, had 28,878 shares dispositioned to the issuer on May 14, 2026, at $80.70 per share, for total consideration of $2,330,455. The disposition was a cash conversion under the Merger Agreement when NEC’s subsidiary merged with CSGS; it was not an open‑market sale.
The amount includes 3,085 restricted stock awards (RSAs). Payment for unvested RSAs will be subject to vesting conditions substantially similar to those that applied before the merger, and payments are net of any applicable tax withholdings.

Key Details

Transaction date and price: May 14, 2026 — 28,878 shares at $80.70 each.
Total proceeds: $2,330,455 (subject to withholding).
Transaction type/code: Disposition to issuer (D) — cash-out under the Merger Agreement.
RSAs included: 3,085 RSAs included; unvested RSAs remain subject to vesting terms per the merger footnote.
Shares owned after transaction: Not specified in the Form 4.
Filing: Form 4 filed May 18, 2026 (reporting period May 14, 2026) — filed within the typical two business‑day window after the transaction.

Context

This transaction resulted from CSGS being acquired (merger) and each share and unvested restricted stock converting into the right to receive $80.70 in cash. Such merger cash‑outs are routine corporate actions and do not indicate insider trading sentiment the way voluntary open‑market purchases or sales might.

Form 4Exit

Period: 2026-05-14

Director

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2026-05-14$80.70/sh−28,878$2,330,455→ 0 total

Footnotes (2)

[F1]On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025 (the "Merger Agreement"), by and among CSG Systems International, Inc. (the "Issuer"), NEC Corporation ("Parent") and Canvas Transaction Company, Inc., a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.01 per share, and each unvested share of restricted stock ("RSA") held by the Reporting Person immediately prior to the closing of the Merger was converted into the right to receive $80.70 in cash, without interest, less any applicable withholding taxes.
[F2]Includes 3,085 RSAs. Any payment with respect to unvested RSAs will be subject to vesting conditions on substantially the same terms and conditions as applied to such awards immediately prior to the effective time of the Merger, except for terms rendered inoperative by reason of the Merger.

Signature

/s/ Andrea Matheny, attorney-in-fact|2026-05-18

1 file