FORM10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJanuary 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File No.001-34807 Verint Systems Inc. (Exact Name of Registrant as Specified in its Charter) Delaware11-3200514(State or Other Jurisdiction of Incorporation orOrganization)(I.R.S. Employer Identification No.)225 Broadhollow RoadMelville,NY11747(Address of Principal Executive Offices)(Zip Code) (631)962-9600(Registrant’s Telephone Number,Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe NASDAQ Stock Market, LLC(NASDAQ Global Select Market) Securities registered pursuant to Section 12(g) of the Act:None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesþNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YesoNoþ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesþNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesþNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☑Accelerated filer☐Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐Noþ The aggregate market value of common stock held by non-affiliates of the registrant, based on the closing price for the registrant’scommon stock on the NASDAQ Global Select Market on the last business day of the registrant’s most recently completed secondfiscal quarter (July 31, 2024) was approximately $2,223,286,000. There were62,138,339shares of the registrant’s common stock outstanding on March 14, 2025. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this report, to the extent not set forth herein, is incorporated herein by reference from theregistrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2025, which definitive proxystatement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which thisreport relates. Verint Systems Inc. and SubsidiariesIndex to Form 10-KAs of and For the Year Ended January 31, 2025 Cautionary Note on Forward-Looking StatementsiiRisk Factor Summaryii Item 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments25Item 1C.Cybersecurity25Item 2.Properties26Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities28Item 6.[Reserved]30Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk50Item 8