Form 8-K

8-K — CSG SYSTEMS INTERNATIONAL INC

Accession: 0001193125-26-224339

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001005757

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d154728d8k.htm (Primary)

EX-3.1 (d154728dex31.htm)

EX-3.2 (d154728dex32.htm)

EX-4.1 (d154728dex41.htm)

EX-99.1 (d154728dex991.htm)

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8-K

8-K (Primary)

Filename: d154728d8k.htm · Sequence: 1

8-K

CSG SYSTEMS INTERNATIONAL INC false 0001005757 --12-31 0001005757 2026-05-14 2026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 14, 2026

CSG SYSTEMS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

0-27512

47-0783182

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

169 Inverness Dr W, Ste 300, Englewood, CO

80112

(Address of Principal Executive Offices)

(Zip Code)

(303) 200-2000

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, If Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

CSGS

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced entry into the Agreement and Plan of Merger, dated as of October 29, 2025 (the “Merger Agreement”), by and among CSG Systems International, Inc., a Delaware corporation (“CSG”), NEC Corporation, a company incorporated under the laws of Japan (“Parent”), and Canvas Transaction Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On May 14, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into CSG (the “Merger”), the separate corporate existence of Merger Sub ceased, and CSG was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent.

Item 1.01

Entry into a Material Definitive Agreement.

On May 14, 2026, CSG and U.S. Bank Trust Company, National Association as trustee (the “Convertible Notes Trustee”), entered into a Supplemental Indenture (the “Supplemental Indenture”), dated as of May 14, 2026, which supplements the Indenture, dated as of September 11, 2023 (the “Initial Indenture” and, together with the Supplemental Indenture, the “Indenture”), by and between CSG and the Convertible Notes Trustee, governing CSG’s 3.875% Convertible Senior Notes due 2028 (the “Convertible Notes”), of which approximately $425.0 million aggregate principal amount was outstanding on May 14, 2026.

The Supplemental Indenture provides that at or after the consummation of the Merger, each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes solely into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable conversion rate under the Initial Indenture as described in Item 2.04 below.

The foregoing descriptions of the Initial Indenture and the Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirely by, the full text of the Initial Indenture, which was filed as Exhibit 4.2 to CSG’s Current Report on Form 8-K filed with the SEC on September 11, 2023, and the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and is incorporated into this Item 1.01 by reference.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.

In connection with the consummation of the Merger, on May 14, 2026, all outstanding indebtedness and other amounts outstanding and owed under that certain Credit Agreement (the “Existing Credit Agreement”), dated as of March 14, 2025, by and among CSG, as borrower, its subsidiary guarantors party thereto, Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank (“RBC”), Citizens Bank, N.A. and PNC Bank, National Association, as co-documentation agents, the lenders party thereto and the other issuing banks party thereto, was repaid in full and all commitments thereunder were terminated. Accordingly, the Existing Credit Agreement was terminated, and RBC released CSG and all subsidiary guarantors party to the Existing Credit Agreement from all obligations thereunder. In connection with the termination of the Existing Credit Agreement, all other related loan documents were terminated and all liens and encumbrances granted by CSG and its subsidiaries in favor of RBC as agent were terminated and released. CSG paid an aggregate amount of $125 million, plus accrued interest and fees in full and final satisfaction of CSG’s outstanding obligations under the Existing Credit Agreement. No early termination fees or penalties were incurred by CSG in connection with such termination.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock of CSG (“CSG Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than (i) shares of CSG Common Stock owned by CSG (as treasury stock or otherwise, and other than shares held on behalf of third parties) or owned by Parent or Merger Sub or any direct or indirect wholly owned Subsidiary of Parent or Merger Sub, (ii) shares of CSG Common Stock for which appraisal rights have been properly exercised and perfected and not withdrawn, and (iii) unvested shares of CSG Common Stock covered by a Company RS Award or a Company Performance RS Award (each as defined in the Merger Agreement) (collectively, the “Excluded Shares”)) was converted into the right to receive $80.70 in cash (the “Merger Consideration”), without interest, and subject to any applicable withholding taxes.

In addition, pursuant to the Merger Agreement, effective as of the Effective Time:

•

each outstanding restricted stock award that was vested as of immediately prior to the Effective Time (or that vested solely as a result of the consummation of the transactions contemplated by the Merger Agreement, including restricted stock awards granted in 2024 that would have completed their full vesting period and been settled in accordance with their terms in 2027) were converted into the right to receive an amount in cash equal to the number of shares of CSG Common Stock underlying such award multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and became payable shortly following the Effective Time, and each other outstanding restricted stock award was converted into a deferred cash award based on the number of shares of CSG Common Stock underlying such award multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and will vest and become payable on the original time-based vesting schedule, subject to substantially the same terms and conditions as the corresponding restricted stock award;

•

each outstanding performance-based or market-based restricted stock award (other than the CEO Award (as defined below)) that was vested as of immediately prior to the Effective Time (or that vested solely as a result of the consummation of the transactions contemplated by the Merger Agreement, including performance-based or market-based restricted stock awards that would have completed their full vesting period and been settled in accordance with their terms in 2027) were converted into the right to receive an amount in cash equal to the number of shares of CSG Common Stock underlying such award (with applicable performance metrics for uncompleted performance periods generally deemed achieved at the greater of target and actual performance as of the latest practical date prior to the Effective Time) multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and became payable shortly following the Effective Time, and each other outstanding performance-based or market-based restricted stock award (other than the CEO Award) was converted into a deferred cash award based on the number of shares of CSG Common Stock underlying such award multiplied by the Merger Consideration (with applicable performance metrics for uncompleted performance periods deemed achieved at the greater of target and actual performance as of the latest practical date prior to the Effective Time), plus any applicable accrued and unpaid dividends, and will vest and become payable on the original time-based vesting schedule, subject to substantially the same other terms and conditions as the corresponding performance-based or market-based restricted stock award; and

•

the market-based restricted stock award granted to CSG’s Chief Executive Officer on December 10, 2024 (the “CEO Award”) was converted into a deferred cash award based on the number of shares of CSG Common Stock underlying such award (with applicable performance metrics deemed achieved based on the Merger Consideration) multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and will vest and become payable on the original time-based vesting schedule, subject to substantially the same terms and conditions as the CEO Award.

The foregoing description of the Merger Agreement and Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to CSG’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2025, and is incorporated into this item by reference.

Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.

The consummation of the Merger constitutes a Make-Whole Fundamental Change (as defined in the Initial Indenture). The effective date of such Make-Whole Fundamental Change is May 14, 2026, the date of the consummation of the Merger. Accordingly, following the Merger, each Holder has the right to convert its Convertible Notes into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible, and for any conversions occurring from, and including, the effective date of the Make-Whole Fundamental Change up to, and including, the 35th Trading Day (as defined in the Initial Indenture) following the effective date (the “Make-Whole Fundamental Change Period“), the applicable conversion rate will be increased as set forth in Section 14.03 of the Initial Indenture, after giving effect to adjustments to the conversion rate as a result of regular, quarterly cash dividends on CSG Common Stock that were deferred and carried forward in accordance with the Indenture. After giving effect to these carried-forward adjustments, the conversion rate as of the effective date is 14.1438 shares per $1,000 principal amount of Convertible Notes. After further giving effect to the increase in the conversion rate pursuant to Section 14.03 of the Initial Indenture as a result of the Make-Whole Fundamental Change, the conversion rate for conversions during the Make-Whole Fundamental Change Period is 15.2606 shares per $1,000 principal amount of Convertible Notes. As a result, each holder of Convertible Notes who elects to convert such notes during the Make-Whole Fundamental Change Period will receive an amount equal to $1,231.5304 per $1,000 principal amount of Convertible Notes.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

In connection with the closing of the Merger, on May 9, 2026, CSG notified the Nasdaq Stock Market (“Nasdaq”) of the anticipated completion of the Merger and on May 11, 2026, CSG requested that Nasdaq (i) suspend trading of CSG Common Stock on Nasdaq before the opening of trading on May 14, 2026 and (ii) file a notification of removal from listing on Form 25 with the SEC to delist CSG Common Stock from Nasdaq and deregister CSG Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of CSG Common Stock from Nasdaq will be effective on May 25, 2026 (10 days after the filing of the Form 25).

Following the effectiveness of the Form 25, CSG intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of CSG’s reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares of CSG Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 2.04, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

At the Effective Time, the former holders of shares of CSG Common Stock that were outstanding immediately prior to the Effective Time ceased to have any rights with respect to such shares, other than (in the case of shares of CSG Common Stock that were not Excluded Shares) the right to receive the Merger Consideration to be paid pursuant to the Merger Agreement.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

At the Effective Time, a change of control of CSG occurred. Merger Sub merged with and into CSG, the separate corporate existence of Merger Sub ceased, and CSG continued as the Surviving Corporation in the Merger as a wholly owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG. No director was terminated or resigned because of any disagreement with CSG, its management or its board of directors on any matter relating to its operations, policies or practices.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation and shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation and applicable law. The sole director of Merger Sub at the Effective Time was Masakazu Yamashina.

In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated. Such terminations of employment were deemed to be terminations by CSG without cause and entitle Messrs. Shepherd and Tran and Mses. Bauer and Bhattacharya to all of the rights and benefits pertaining to such terminations, including, without limitation, under CSG’s Executive Severance Plan, the Wealth Accumulation Plan and their respective equity awards with CSG, as previously disclosed. In accordance with the terms of the Merger Agreement, the remaining officers of CSG at the Effective Time became the officers of the Surviving Corporation and shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law. In connection with the consummation of the Merger, Brian Shepherd ceased to serve in his role as President and Chief Executive Officer of the Surviving Corporation, and Sylvain Seignour became the President of the Surviving Corporation.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

In connection with the closing of the Merger, CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and CSG’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated into this Item 5.03 by reference.

Item 8.01

Other Events.

On May 14, 2026, NEC Corporation issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger, dated as of October 29, 2025, by and among CSG Systems International, Inc., NEC Corporation and Canvas Transaction Company, Inc. (incorporated by reference to Exhibit 2.1 to CSG’s Current Report on Form 8-K filed with the SEC on October 29, 2025).

3.1

Amended and Restated Certificate of Incorporation of CSG Systems International, Inc.

3.2

Amended and Restated Bylaws of CSG Systems International, Inc.

4.1

Supplemental Indenture, dated as of May 14, 2026, between CSG Systems International, Inc. and U.S. Bank Trust Company, National Association, as trustee

4.2

Indenture, dated as of September 11, 2023, between CSG Systems International, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of CSG Systems International, Inc.’s Current Report on Form 8-K filed with the SEC on September 11, 2023).

99.1

Press Release of NEC Corporation, dated May 14, 2026.

104

The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).

*

Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSG SYSTEMS INTERNATIONAL, INC.

Date: May 14, 2026

By:

/s/ Rasmani Bhattacharya

Rasmani Bhattacharya

Chief Legal Officer

EX-3.1

EX-3.1

Filename: d154728dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CSG SYSTEMS

INTERNATIONAL, INC.

FIRST: The name of the corporation is CSG Systems International, Inc.

SECOND: The address of the corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington,

New Castle County, DE 19808. The name of the corporation’s registered agent at such address is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under

the General Corporation Law of the State of Delaware (the “DGCL”) as the same exists or may hereafter be amended; provided, however, that the corporation shall not have the power or authority, and shall be unable

and not permitted (whether by operation of law, as a result of or in connection with a transaction or otherwise, or whether by, through, relating to or in connection with any action, omission, contract, acquiescence, undertaking, understanding,

license, release, covenant, representation, warranty, indemnity, lien, encumbrance or commitment of any kind), (i) to grant or release (on behalf of itself, any direct or indirect holder or beneficial owner of any equity or other securities of the

corporation, or any affiliate of the corporation or of any such holder or beneficial owner) any rights, property, assets or claims of any kind, (ii) to bind any person or entity (including itself, any direct or indirect holder or beneficial

owner of any equity or other securities of the corporation, or any affiliate of the corporation or of any such holder or beneficial owner) to any liabilities, covenants (including covenants not to sue) or any other obligations of any kind or

(iii) to assume (on behalf of itself, any direct or indirect holder or beneficial owner of any equity or other securities of the corporation, or any affiliate of the corporation or of any such holder or beneficial owner) any liabilities or

obligations of any kind, in each case, under clauses (i), (ii) and (iii), that relate to or involve in any way any intellectual property rights of any kind, including any rights relating to patents or patent applications, of any direct or indirect

holder or beneficial owner of any of equity or other securities of the corporation or any affiliate of the corporation or of any such holder or beneficial owner (in all cases other than to the extent solely relating to or involving such intellectual

property rights of the corporation and its subsidiaries), for any reason or in any way and whether or not by virtue of, in connection with or as a result of the status of such holder, beneficial owner or affiliate as an affiliate of the corporation

or otherwise; provided further that the preceding proviso shall not restrict the power, authority, ability and right of the corporation to (A) grant or release rights, property, assets or claims that are owned or

held directly by the corporation or its subsidiaries (and not by any of its affiliates other than its subsidiaries) or (B) bind or assume liabilities or obligations on behalf of itself and its subsidiaries (and not any of its affiliates other

than its subsidiaries). For purposes of this Article THIRD, (1) “affiliate” shall mean, with respect to any person or entity, any other person or entity that, directly or indirectly, controls, or is controlled by, or is under common

control with, such person or entity (as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the

possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person or entity, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise);

and (2) “subsidiary” shall mean, with respect to any person or entity, any entity of which (I) more than 50% of the outstanding voting securities are directly or indirectly owned by such party, or (II) such person or entity or

any subsidiary of such person or entity is a general partner (excluding partnerships in which such person or entity or any subsidiary of such person or entity does not have a majority of the voting interests in such partnership).

FOURTH: The total number of shares of stock which the corporation is

authorized to issue is 1,000 shares of common stock, having a par value of $0.01 per share.

FIFTH: The business and affairs

of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors

is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

SEVENTH: To the extent permitted by the

DGCL, the directors and officers of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment or repeal of, or the adoption of any provision

inconsistent with, this Article SEVENTH and, to the fullest extent permitted by law, any modification of law shall operate prospectively only and shall not diminish or otherwise adversely affect any limitation on the personal liability of a director

or officer of the corporation for any act of omission that occurred prior to the time of such amendment, repeal, adoption or modification. If the DGCL is amended, after the effective date of this Article SEVENTH, to authorize a corporation to

further eliminate or limit the liability of its directors or officers, then a director or officer of the corporation, in addition to the circumstances in which he or she is not liable immediately prior to such amendment, shall be free of liability

to the fullest extent permitted by the DGCL, as so amended.

EIGHTH: The corporation reserves the right to amend, repeal

and/or eliminate any provision contained in this Certificate of Incorporation in the manner from time to time prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

EX-3.2

EX-3.2

Filename: d154728dex32.htm · Sequence: 3

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

CSG SYSTEMS

INTERNATIONAL, INC.

ARTICLE I

OFFICES

SECTION 1.

Registered Office. The registered office of CSG Systems International, Inc. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County

of New Castle, in the State of Delaware, and said company shall be the registered agent of the Corporation in charge thereof.

SECTION

2. Other Offices. The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF

STOCKHOLDERS

SECTION 1. Annual Meetings. Annual meetings of stockholders for the election of directors, and for such other

business as may be stated in the notice of the meeting, may be held solely by means of remote communication or at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall

determine, in its sole discretion, and as set forth in the notice of the meeting.

SECTION 2. Special Meetings. Special meetings of

the stockholders for any purpose or purposes may be called by the President or Secretary of the Corporation or by resolution of the Board of Directors. Special meetings of stockholders may be held solely by means of remote communication or at such

place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine, in its sole discretion, and as shall be stated in the notice of meeting.

SECTION 3. Voting. Each stockholder entitled to vote in accordance with the terms of the Amended and Restated Certificate of

Incorporation (as may be amended or restated further from time to time, the “Certificate of Incorporation”) and in accordance with the provisions of these Amended and Restated Bylaws (these “Bylaws”) shall be

entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no such proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. All

elections of directors shall be decided by a plurality in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all matters other than the election of directors, the

affirmative vote of holders of a majority in voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders, except as otherwise provided by the

Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4. Quorum. Except as otherwise required by law, by the Certificate of

Incorporation or by these Bylaws, the presence, in person or by proxy, of stockholders holding a majority in voting power of the outstanding shares of the Corporation issued and outstanding and entitled to vote at the meeting shall constitute a

quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, the stockholders holding a majority in voting power of the shares entitled to vote thereat, present in person or by proxy, although less than a quorum,

shall have the power to adjourn the meeting from time to time until the requisite amount of stock entitled to vote shall be present.

SECTION 5. Adjourned Meetings. When a meeting is adjourned to another time and place, if any, unless otherwise provided by these

Bylaws, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned

meetings are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the

meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Section 6 of this Article II. At the adjourned meeting, the stockholders may transact any business that might have been

transacted at the original meeting. If the adjournment is for more than 30 days or, if after an adjournment, a new record date is fixed for determining the stockholders entitled to vote at the adjourned meeting, a notice of the adjourned meeting

shall be given to each stockholder entitled to vote at the meeting.

SECTION 6. Notice of Meetings. Whenever stockholders are

required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with Section 232 of the General Corporation Law of the State of Delaware (“DGCL”), which notice shall state the

place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting, the record date for determining the stockholders entitled to

vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the

Certificate of Incorporation or these Bylaws, the notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date

for determining the stockholders entitled to notice of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder either in a writing signed by such

stockholder or by electronic transmission, whether such waiver is given before or after such meeting is held. If such a waiver is given by electronic transmission, the electronic transmission must either set forth or be submitted with information

from which it can be determined that the electronic transmission was authorized by the stockholder.

SECTION 7. Action Without

Meeting. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a

meeting, without prior notice and without a vote, if a consent or consents setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the

minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the

Corporation pursuant to Section 228 of the DGCL. Prompt notice of the taking of the action by consent shall be given to those stockholders or members as of the record date for the action by consent who have not consented and who would have been

entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent.

ARTICLE III

DIRECTORS

SECTION 1. Number and Term. The number of directors shall be determined by the Board of Directors. The directors shall be

elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be

stockholders.

SECTION 2. Resignations. Any director may resign at any time upon notice given in writing or by electronic

transmission. A resignation shall take effect at the time specified therein, or if no time is specified, at the time of delivery to the Corporation. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors and

any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or any other cause may be filled by a majority vote of the directors then in office, even if less than a quorum, or by the sole

remaining director or by a majority vote of the stockholders of the Corporation.

SECTION 4. Removal. Unless the Certificate of

Incorporation provides otherwise, any director may be removed, with or without cause, by the holders of a majority in voting power of the shares then entitled to vote at an election of directors.

SECTION 5. Powers. The business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or

under the direction of the Board of Directors except such as are by law, by the Certificate of Incorporation or by these Bylaws conferred upon or reserved to the stockholders.

SECTION 6. Committees. The Board of Directors may designate one or more committees consisting of one or more directors of the

Corporation. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such

committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the

meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors

creating such committee or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee

shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be

submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation.

SECTION 7. Regular

Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places as shall be determined from time to time by resolution of the Board of Directors, such determination to constitute the only notice of

such regular meetings to which any director shall be entitled. In the absence of any such determination, such meetings shall be held, upon notice to each director in accordance with Section 10 of this Article III, on such dates and at such

times and places, as shall be designated by the President or the Vice President.

SECTION 8. Special Meetings. Special meetings of

the Board of Directors shall be held whenever called by any director or the President, by remote communication or at such place (within or without the State of Delaware), date and time as may be specified in the respective notice in accordance with

Section 10 of this Article III. Any business may be conducted at a special meeting of the Board of Directors.

SECTION 9.

Notice. Notice of any regular (if required) or special meeting of the Board of Directors may be called on (i) 24 hours’ notice, if such notice is sent by email or other electronic transmission to each director or delivered to him or her

personally or (ii) two business days’ notice, if such notice is mailed to each director, addressed to him or her at his or her usual place of business or other designated address.

SECTION 10. Waiver of Notice. Notice of any meeting need not be given to any director who attends such meeting, except that if such

director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such director shall not be deemed to have waived notice

of such meeting, or to any director who submits a signed waiver of notice (including by email or other electronic transmission), whether before or after such meeting.

SECTION 11. Remote Communication. Unless otherwise restricted by the Certificate of Incorporation or by these Bylaws, members of the

Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of telephone conference, video conference or other communications equipment by means

of which all persons participating in the meeting can speak and hear each other and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 12. Quorum. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the

Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is present and no further notice thereof need be given other than by announcement at the meeting which

shall be so adjourned.

SECTION 13. Voting. The affirmative vote of a majority of the directors present at

any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws.

SECTION 14. Compensation. Directors shall not receive any stated salary for their service as directors or as members of committees;

provided, however, that, by resolution of the Board of Directors, a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving

the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 15. Action

Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors, or of such committee, as the case may

be, consent thereto in writing or by electronic transmission and such consent is filed with the minutes of proceedings of the board or committee, as applicable. Any person (whether or not then a director) may provide, whether through instruction to

an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall

be deemed to have been given for purposes of this subsection at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to becoming effective.

ARTICLE IV

OFFICERS

SECTION 1. Officers. The officers of the Corporation shall be a President and a Vice President, each of whom shall be

elected by the Board of Directors from time to time and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, a Secretary, a Treasurer and one or more Assistant Secretaries

and Assistant Treasurers as they may deem proper. None of the officers of the Corporation need be directors. More than one office may be held by the same person to the extent permitted by the DGCL and other applicable law.

SECTION 2. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of

Directors or to the Chairman of the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board of Directors or Chairman of the Board of Directors of the

Corporation. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. Removal. Except as

hereinafter provided, any officer or officers may be removed either for or without cause at any time by the Board of Directors.

SECTION 4. Other Officers and Agents. The Board of Directors may appoint such other

officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 5. Chairman. The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors

and he or she shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board of Directors and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

SECTION 6. President. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the President

shall be the chief executive officer of the Corporation and shall have the responsibility for the general management, direction and control of the business and affairs of the Corporation. The President shall perform all duties and have all powers

which are commonly incident to the office of president or which are delegated to him or her by the Board of Directors. The President shall perform the duties and exercise the powers of the Treasurer in the event of a vacancy in the office of the

Treasurer, or in the event of either such person’s absence or disability.

SECTION 7. Vice President. Each Vice President

shall have such powers and duties as may be delegated to him or her by the Board of Directors. One Vice President may be designated by the Board of Directors (or its designee) to perform the duties and exercise the powers of the President in the

event of the President’s absence or disability.

SECTION 8. Treasurer. The Treasurer, if one is elected, shall have the

responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the

financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors (or its designee) may from time to time prescribe. In the event no Treasurer is elected, the duties of the Treasurer shall be

fulfilled by the President.

SECTION 9. Secretary. The Secretary, if one is elected, shall issue all authorized notices for, and

shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books, shall have power to sign all stock certificates, and shall perform such other duties as the Board of Directors

(or its designee) may from time to time prescribe. In the event no Secretary is elected, the duties of the Secretary shall be fulfilled by the Vice President.

SECTION 10. Compensation of Officers. The salaries and other compensation of all officers of the Corporation shall be fixed by or in

the manner directed by the Board of Directors or, for the avoidance of doubt, any duly authorized committee or subcommittee thereof from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he or she

is also a director of the Company.

ARTICLE V

MISCELLANEOUS

SECTION

1. Uncertificated Shares. Shares of the Corporation’s stock shall be issued in uncertificated form.

SECTION 2. Transfer of

Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives. A record shall be made of each transfer and, whenever a

transfer shall be made for collateral security and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 3.

Stockholders Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not be

more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors

determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a

meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the

meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled

to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 3 of this Article V at the

adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting

in accordance with Section 228 of the DGCL, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall

not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to

consent to corporate action without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the

Corporation in accordance with Section 228(d) of the DGCL. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to

consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of

any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may

fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for

determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 4. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may declare and pay

dividends upon the shares of its capital stock of the Corporation either (i) out of its surplus (as defined in and computed in accordance with Section 154 and Section 244 of the DGCL) or (ii) in case there shall be no such

surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Before declaring any dividend, there may be set apart out of any funds of the Corporation available for dividends such sum or

sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors deem to be in the best

interests of the Corporation.

SECTION 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board

of Directors.

SECTION 6. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of

indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall be determined from time to time by resolutions of the Board of Directors.

ARTICLE VI

INDEMNITY

SECTION 1. Indemnification of Directors and Officers. The Corporation shall, to the maximum extent and in the manner permitted

by the DGCL, indemnify each of its directors and officers against expenses (including but not limited to attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened,

pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director,

officer, employee, or agent of the corporation. For purposes of this Article VI Section 1, a “director” or “officer” of the Corporation includes any person (i) who is or was a director or officer of the Corporation,

(ii) who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or (iii) who was a director or officer of a corporation

which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

SECTION 2. Indemnification of Others. The Corporation shall have the power, to the

extent and in the manner permitted by the DGCL, to indemnify each of its employees and agents (other than directors and officers) against expenses (including but not limited to attorney’s fees), judgments, fines, and amounts paid in settlement

actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which such person was or is a party or is threatened to be made a

party by reason of the fact that such person is or was an employee or agent of the Corporation. For purposes of this Article VI Section 2, an “employee” or “agent” of the Corporation (other than a director or officer)

includes any person (i) who is or was an employee or agent of the Corporation, (ii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, or other

enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

SECTION 3. Expenses. The Corporation shall pay expenses (including but not limited to reasonable attorneys’ fees) incurred by an

officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such

director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized by these by-laws and the DGCL.

Such expenses (including but not limited to attorneys’ fees) incurred by employees and agents of the Corporation (other than directors and officers) may be so paid upon such terms and conditions, if any, as the board of directors deems

appropriate.

SECTION 4. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a

director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any

liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under

the DGCL.

SECTION 5. Continuation After Termination of Position. Any right to indemnification and advancement of expenses provided

by, or granted pursuant to, this Article VI shall continue as to a person who was but has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person.

SECTION 6. Definition. For purposes of this Article VI, the definitions contained in subsections (h) and (i) of Section 145

of the DGCL shall apply whenever the defined terms or phrases appear in this Article VI.

ARTICLE VII

GENERAL MATTERS

SECTION 1. Seal. The Corporation may adopt a corporate seal, which shall be in such form as may be approved from time to time by the

Board of Directors.

SECTION 2. Construction; Definitions. Unless the context requires otherwise, the

general provisions, rules of construction and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular,

and the term “person” includes a corporation, any other entity and a natural person.

SECTION 3. Forum. Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery shall be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company, (ii) any action,

suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other

constituents or any action, suit or proceeding asserting a claim for aiding and abetting any such breach of fiduciary duty, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL, the Certificate of Incorporation or

these Bylaws (as each may be amended from time to time), (iv) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer, employee or stockholder of the Corporation governed by the internal

affairs doctrine; or (v) any action, suit or proceeding asserting a claim as to which the DGCL confers jurisdiction upon the Court of Chancery, in all cases to the fullest extent permitted by law and subject to the court’s having personal

jurisdiction over the indispensable parties named as defendants provided, that, if and only if the Court of Chancery dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the

State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

ARTICLE VIII

AMENDMENTS

These Bylaws may be altered, amended, or repealed and new Bylaws may be made (i) at any annual meeting of the stockholders (or

at any special meeting thereof if notice of the proposed alteration, amendment, or repeal or Bylaws to be made is contained in the notice of such special meeting) by the affirmative vote of holders of a majority in voting power of the outstanding

shares entitled to vote thereon, (ii) by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors (or at any special meeting of the Board of Directors if notice of the proposed alteration,

amendment, or repeal or Bylaws to be made is contained in the notice of such special meeting) or (iii) by action of the stockholders or the Board of Directors without a meeting as permitted by the laws of the State of Delaware, the Certificate

of Incorporation and these Bylaws.

EX-4.1

EX-4.1

Filename: d154728dex41.htm · Sequence: 4

EX-4.1

Exhibit 4.1

Execution Version

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE, dated as of May 14, 2026 (the “Supplemental Indenture”), is entered into by and between

CSG Systems International, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of September 11, 2023 (the

“Indenture”), between the Company and the Trustee (the “Indenture”), providing for the issuance of the 3.875% Convertible Senior Notes due 2028 (the “Notes”);

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of October 29, 2025 (the “Merger Agreement”), by and

among the Company, NEC Corporation, a company incorporated under the laws of Japan (“NEC”), and Canvas Transaction Company, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of NEC (“Merger

Sub”), Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of NEC (the “Merger”);

WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time,” and the date of such

Effective Time, the “Effective Date”), each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any

Company Restricted Shares, Excluded Shares or Dissenting Company Shares, each as defined in the Merger Agreement) shall be automatically converted into the right to receive, in accordance with the terms of the Merger Agreement, $80.70 per share in

cash, without interest thereon;

WHEREAS, the Merger constitutes a Share Exchange Event under the Indenture;

WHEREAS, pursuant to Section 14.07 of the Indenture, the Company is required in connection with the Merger to execute and deliver to the

Trustee a supplemental indenture permitted under Section 10.01(g) of the Indenture, providing for a change in the right to convert each $1,000 principal amount of Notes into the right to convert such principal amount of Notes into the kind and

amount of cash that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Effective Time would have owned or been entitled to receive (the “Reference Property”, with each

“unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon the Effective Date;

WHEREAS, the Merger has been consummated on the date hereof in accordance with the Merger Agreement, substantially concurrently with the

execution and delivery of this Supplemental Indenture;

WHEREAS, Section 10.01(g) of the Indenture provides that the Company and the Trustee

may amend or supplement the Indenture and/or the Notes without the consent of any Holder in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02,

and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; and

WHEREAS, the Company

has complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture.

NOW THEREFORE, in

consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

EFFECT OF MERGER

SECTION 1.01. Conversion Right. Pursuant to Section 14.07 of the Indenture, as a result of the Merger:

(1) at and after the Effective Time, the Conversion Obligation due upon conversion of each $1,000 principal amount of Notes, and the conditions

to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in Article 14 of the Indenture (or in any related definitions) were instead a reference to the same number of units of

Reference Property, with each such unit of Reference Property consisting of $80.70 in cash, without interest;

(2) for all conversions for

which the Relevant Conversion Date occurs at or after the Effective Time, (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely in cash in an amount equal to the Conversion Rate in effect on the

applicable Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03 of the Indenture), multiplied by the price paid per share of Common Stock in the Merger, which is $80.70 per share, and (B) the

Company shall satisfy the Conversion Obligation by paying cash to converting Holder on the fifth Business Day immediately following the relevant Conversion Date;

(3) the Daily VWAP and Last Reported Sale Price of any unit of Reference Property will be $80.70 per share;

(4) at and after the Effective Time, the Initial Dividend Threshold shall be zero; and

2

(5) for all conversions for which the Relevant Conversion Date occurs at or after the

Effective Time, the table in Section 14.03(e) of the Indenture shall be replaced with the following table:

Stock price

Effective date

$ 53.36

$ 62.20

$ 70.71

$ 80.61

$ 91.91

$ 104.49

$ 119.42

$ 139.32

$ 169.18

$ 199.03

September 11, 2023

4.5966

3.1714

2.3006

1.6521

1.1903

0.8722

0.6393

0.4528

0.2943

0.2005

September 15, 2024

4.5966

3.1338

2.2052

1.5306

1.0677

0.7625

0.5493

0.3865

0.2530

0.1746

September 15, 2025

4.5966

2.9818

2.0039

1.3204

0.8767

0.6036

0.4260

0.2988

0.1984

0.1392

September 15, 2026

4.5966

2.7230

1.6919

1.0171

0.6213

0.4061

0.2819

0.2002

0.1366

0.0977

September 15, 2027

4.5966

2.3524

1.2253

0.5922

0.3050

0.1882

0.1339

0.1000

0.0708

0.0515

September 15, 2028

4.5966

1.9340

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

The provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the

holders’ right to convert the Notes into the Reference Property.

ARTICLE II

ACCEPTANCE OF SUPPLEMENTAL INDENTURE

SECTION 2.01. Trustee’s Acceptance. The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under

the terms and conditions set forth in the Indenture.

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION

3.01. Defined Terms. All capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture.

SECTION 3.02. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective as of the Effective Time on

the Effective Date.

SECTION 3.03. Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture

by the Company and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and

delivered under the Indenture shall be bound thereby. All the provisions of this Supplemental Indenture shall thereby be deemed to be incorporated in, and a part of, the Indenture; and the Indenture, as supplemented and amended by this Supplemental

Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 3.04. Indenture Remains in Full Force and

Effect. This Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Indenture and the Notes, to the extent not inconsistent with the terms and

provisions of this Supplemental Indenture, shall remain in full force and effect and is in all respects confirmed and preserved.

SECTION

3.05. Headings. The headings of the Articles and Sections of this Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.

3

SECTION 3.06. Counterparts. This Supplemental Indenture may be executed in any number

of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.07. Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THERETO,

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.08. Trustee Makes No

Representation. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements contained in this Supplemental Indenture shall be taken as the statements of the Company, and the

Trustee assumes no responsibility for the correctness of the same. The Trustee is not charged with any knowledge of the Merger Agreement or any of the terms thereof.

4

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed as of the day and year first written above.

CSG SYSTEMS INTERNATIONAL, INC.

By:

/s/ John Rea

Name: John Rea

Title:  Treasurer

[Signature Page to

Supplemental Indenture (2028 Notes)]

U.S. Bank Trust Company, National Association, as Trustee

By:

/s/ Bradley E. Scarbrough

Name: Bradley E. Scarbrough

Title:  Vice President

[Signature Page to

Supplemental Indenture (2028 Notes)]

EX-99.1

EX-99.1

Filename: d154728dex991.htm · Sequence: 5

EX-99.1

Exhibit 99.1

NEC Completes Acquisition of CSG Systems; Netcracker to Lead Combined Business

Customers Will Benefit From an Enhanced Portfolio

Supporting Innovative Business Models, AI-Driven Operations

and Superior Digital Experiences

WALTHAM, MA and TOKYO, JAPAN — May 14, 2026, EDT / May 15, 2026, JST — NEC Corporation, with

its wholly owned subsidiary Netcracker Technology, announced today the completion of its acquisition of CSG Systems International, Inc., a U.S.-based provider of software solutions for telecommunications, broadband and digital service

providers. The transaction brings together two highly complementary organizations, resulting in a stronger global software business with expanded capabilities across customer engagement, monetization, operations,

AI-driven automation and cloud-native platforms. Following the closing, Netcracker will assume responsibility for the operations and integration of CSG, while NEC will support the combined organization through

governance, strategic direction and global resources.

Andrew Feinberg has been appointed Chairman and Chief Executive Officer of the combined

organization. Under his leadership, Netcracker will integrate CSG’s capabilities and accelerate the development of a unified, AI-driven digital portfolio.

CSG has built a strong customer base through its leadership in business support systems, as well as customer experience and payment solutions across telecom

and other industries, including financial services and healthcare. Netcracker is a global leader in digital BSS and OSS solutions, AI-driven automation and cloud-native platforms. Together, the combined

business brings complementary strengths in technology, customer segments and geographic reach.

The integration of CSG with Netcracker will result in a

more comprehensive and unified digital platform, enabling customers to manage the full lifecycle of digital services and increasingly leverage AI-driven capabilities to automate and optimize key business

decisions. The combined portfolio is designed to support service providers as they evolve toward more agile, AI-driven and cloud-native business models, while maintaining the scale, stability and security

required for mission-critical environments.

◾ Netcracker Technology Corp.

◾ University Office Park III

◾ 95 Sawyer Road

◾ Waltham, MA 02453

Page 1 of 3

NEC Completes Acquisition of CSG Systems; Netcracker to Lead Combined Business

“This acquisition represents an important step toward strengthening NEC’s global digital services

business,” said Takayuki Morita, President and CEO at NEC Corporation. “By bringing together Netcracker and CSG, we are enhancing our ability to deliver integrated,

end-to-end solutions that support our customers’ growth and long-term transformation. NEC will continue to support the combined business through our global

technology leadership, customer relationships and management resources.”

“This is a significant milestone for our customers and our

organization,” said Andrew Feinberg, Chairman and Chief Executive Officer at Netcracker. “We are creating one of the industry’s most complete digital platforms, connecting customer engagement, monetization and operations in a

single environment. This allows our customers to operate more efficiently, adapt faster and increasingly leverage AI to make better decisions across their business. Together, we are well positioned to support the industry’s shift toward more

integrated and intelligent operating models.”

The combined organization will benefit from NEC’s global scale and technology leadership, while

expanding opportunities to deliver extensive value across the broader customer base. Customers will gain access to an enhanced portfolio of solutions that supports innovation, operational efficiency and the development of new digital business

models.

NEC, Netcracker and CSG will ensure continuity of service and support for all customers while progressively integrating capabilities to deliver

additional value over time.

About Netcracker Technology

Netcracker Technology, a wholly owned subsidiary of NEC Corporation, helps service providers around the world transform and grow in the digital economy. For

more than three decades, our innovative AI-native digital platforms, value-focused services and unmatched delivery track record have enabled customers to modernize operations, improve customer experience and

accelerate growth. With leadership in key areas including AI-driven operations, monetization, customer engagement, automation, 5G and industry-specific solutions, Netcracker helps service providers accelerate

their telco to techco evolution and achieve sustainable business value. To learn more, visit www.netcracker.com.

About NEC

The NEC Group leverages technology to create social value and promote a more sustainable world where everyone has the chance to reach their full potential. NEC

Corporation was established in 1899. Today, the NEC Group’s approximately 110,000 employees utilize world-leading AI, security, and communications technologies to solve the most pressing needs of customers and society. For more information,

please visit https://www.nec.com.

◾ Netcracker Technology Corp.

◾ University Office Park III

◾ 95 Sawyer Road

◾ Waltham, MA 02453

Page 2 of 3

NEC Completes Acquisition of CSG Systems; Netcracker to Lead Combined Business

Media Contact

Anita Karvé

Netcracker Technology

MediaGroup@Netcracker.com

###

◾ Netcracker Technology Corp.

◾ University Office Park III

◾ 95 Sawyer Road

◾ Waltham, MA 02453

Page 3 of 3

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