LivePerson Inc. Closes Debt Transaction, Reports Equity Sales

TL;DR

LivePerson closed a debt deal, sold some stock, and made changes to its board/officers.

AI Summary

LivePerson Inc. announced the closing of a debt transaction on September 10, 2025, which involved entering into a material definitive agreement and creating a direct financial obligation. The company also reported on unregistered sales of equity securities and material modifications to security holders' rights. Additionally, there were changes related to directors and officers, compensatory arrangements, and amendments to its articles of incorporation or bylaws.

Why It Matters

This filing indicates significant financial and corporate actions by LivePerson Inc., including new debt obligations and equity issuances, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details debt transactions, equity sales, and changes in corporate governance, which can introduce financial and operational risks.

Key Players & Entities

• LivePerson Inc. (company) — Filer
• 0001102993-25-000154 (document_id) — Accession Number
• 20250915 (date) — Filing Date
• 20250910 (date) — Report Date

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share LPSN The Nasdaq Stock Market
• $341.1 million — (the " Noteholders ") of approximately $341.1 million in aggregate principal amount the Compa
• $45.0 million — holders for (i) an aggregate payment of $45.0 million in cash, (ii) $115.0 million in aggrega
• $115.0 million — payment of $45.0 million in cash, (ii) $115.0 million in aggregate principal amount of the Co
• $1,000 — tial stated value (" Stated Value ") of $1,000 per share, subject to adjustment for (i

Filing Documents

• lpsn-20250910.htm (8-K) — 72KB
• exh41liveperson-2029senior.htm (EX-4.1) — 1324KB
• exh43livepersonexchange-se.htm (EX-4.3) — 179KB
• exh44exchagreementmfnnotice.htm (EX-4.4) — 33KB
• exh101amendmentno1toexchan.htm (EX-10.1) — 20KB
• exh991pressrelease9_15.htm (EX-99.1) — 20KB
• formula1a.jpg (GRAPHIC) — 4KB
• formula2a.jpg (GRAPHIC) — 5KB
• formula3a.jpg (GRAPHIC) — 5KB
• formula4a.jpg (GRAPHIC) — 6KB
• formula5a.jpg (GRAPHIC) — 7KB
• 0001102993-25-000154.txt ( ) — 2122KB
• lpsn-20250910.xsd (EX-101.SCH) — 2KB
• lpsn-20250910_def.xml (EX-101.DEF) — 7KB
• lpsn-20250910_lab.xml (EX-101.LAB) — 29KB
• lpsn-20250910_pre.xml (EX-101.PRE) — 17KB
• lpsn-20250910_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on August 11, 2025, LivePerson, Inc. (the " Company ") entered into a privately negotiated exchange agreement (the " Original Exchange Agreement ") with holders (the " Noteholders ") of approximately $341.1 million in aggregate principal amount the Company's outstanding 0% Convertible Senior Notes due 2026 (the " 2026 Notes "). On September 11, 2025, the Company and the Noteholders entered into Amendment No. 1 to the Exchange Agreement (the " Exchange Agreement Amendment ", and the Original Exchange Agreement as so amended, the " Exchange Agreement "), dated as of September 11, 2025, to clarify that the term "fully-diluted" assumes the full conversion of the Series B Preferred Stock (as defined below). Pursuant to the Exchange Agreement, on September 12, 2025 (the " Closing Date "), the Company consummated an exchange (the " Exchange ") of the $341.1 million in aggregate principal amount of 2026 Notes held by the Noteholders for (i) an aggregate payment of $45.0 million in cash, (ii) $115.0 million in aggregate principal amount of the Company's 10.0% Second Lien Senior Subordinated Secured Notes due 2029 (the " New Secured Notes "), (iii) 53,333,947 shares (the " Common Equity Shares ") of the Company's common stock, par value $0.001 (the " Common Stock ") and (iv) 26,551 shares of Series B Fixed Rate Convertible Perpetual Preferred Stock, par value $0.001 (" Series B Preferred Stock "). In connection with the Exchange, the Company expects to unwind a portion of the capped call options associated with the aggregate principal amount of 2026 Notes exchanged. Second Lien Senior Subordinated Secured Notes due 2029 The New Secured Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of September 12, 2025, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the " Trus

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Common Equity Shares and Preferred Equity Shares were issued to the Noteholders in a private placement in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Noteholders in the Exchange Agreement. The information related to the issuance of the Common Equity Shares and Preferred Equity Shares contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 10, 2025, Jeffrey Ford, the Company's Chief Accounting Officer (and principal accounting officer) provided the Company notice of his intention to depart from the Company after the completion of the quarter ending September 30, 2025 to assume another position. His departure is voluntary and not due to any disagreements regarding the Company's operational, accounting or financial policies or practices. John Collins, the Company's Chief Financial Officer and Chief Operating Officer (and principal financial officer), will also assume the role of principal accounting officer following Mr. Ford's departure. Mr. Collins' biography is incorporated by reference to the section of the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on May 22, 2025 titled " Executive Compensation — Executive Officers ." There is no change to Mr. Collins' compensation as a result of his service as principal accounting officer. There are no family relationships between Mr. Collins and any director or other officer of the Company, and he has no material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained under the heading "Series B Preferred Stock" under Item 1.01 of this Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On September 15 2025, the Company issued a press release announcing the consummation of the Exchange described in this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Important Additional Information and Where to Find It On August 27, 2025, the Company filed a preliminary proxy statement of Schedule 14A (the "Proxy Statement") and accompanying proxy card with the SEC in connection with a special meeting of stockholders (the "Special Meeting") and the solicitation of proxies in respect of proposed amendments to the Company's certificate of incorporation ("charter amendments"). The Proxy Statement and accompanying proxy card are in preliminary form and the Company intends to file and mail to stockholders of record entitled to vote at the Special Meeting a definitive proxy statement and other documents, including a proxy card. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the Special Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CHARTER AMENDMENTS. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the SEC's website at www.sec.gov or the Company's website at https://ir.liveperson.com/financial-information/sec-filings. Certain Information Regarding Participants The Company, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from the Company st

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following documents are included as exhibits to this report: Exhibit No. Description 4.1 Indenture, dated September 12, 2025, by and among LivePerson, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent. 4.2 Form of Second Lien Senior Subordinated Secured Note due 2029 (included within the Indenture filed as Exhibit 4.1 hereto). 4.3 Certificate of Designation of Series B Preferred Stock. 4.4 Notice from Lynrock Lake Master Fund LP, dated September 12, 2025 . 10.1 Amendment No. 1 to the Exchange Agreement, dated September 11, 2025, by and between LivePerson, Inc. and the Noteholders. 99.1 Press Release issued by the Company on September 15, 2025. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Date: September 15, 2025 LIVEPERSON, INC. (Registrant) By: /s/ MONICA L. GREENBERG Monica L. Greenberg Executive Vice President, Policy and General Counsel

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View this 8-K filing on SEC EDGAR