Transaction Details

Footnotes

Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of August 24, 2025, by and among Verint Systems Inc. ("Verint"), Calabrio, Inc. ("Parent"), and Viking Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Verint, with Verint surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Verint's common stock, par value $0.001 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $20.50 in cash without interest (the "Merger Consideration"). | Reflects vested restricted stock units ("RSUs") further described in footnote three below. | Each RSU represents a right to receive one share of common stock of Verint and/or cash upon vesting. Pursuant to Mr. Fante's employment agreement, each RSU became fully vested as of the Effective Time. Pursuant to the Merger Agreement, each vested RSU became entitled to the Merger Consideration as of the Effective Time. | Reflects performance stock units ("PSUs") further described in footnote five below. | Pursuant to Mr. Fante's employment agreement, all previously-granted PSUs vested at the target level of performance achievement as of the Effective Time. Pursuant to the Merger Agreement, each earned PSU became entitled to the Merger Consideration as of the Effective Time.