NAIK RAJAN 4

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.