LivePerson Stockholders Approve Reverse Stock Split

TL;DR

LPSN shareholders voted YES on a reverse stock split. Get ready for fewer shares, higher price.

AI Summary

LivePerson, Inc. filed an 8-K on October 7, 2025, reporting the results of a special meeting of stockholders held on October 2, 2025. The primary purpose of the meeting was to vote on a proposed amendment to the company's Certificate of Incorporation to effect a reverse stock split. The filing indicates that the proposal was approved by the company's stockholders.

Why It Matters

This reverse stock split is a significant corporate action that will reduce the number of outstanding shares, potentially increasing the stock price per share. This is often done to meet exchange listing requirements or make the stock more attractive to investors.

Risk Assessment

Risk Level: medium — Reverse stock splits can be a sign of underlying financial distress or an attempt to artificially inflate the stock price, which carries inherent risks for investors.

Key Players & Entities

• LivePerson, Inc. (company) — Registrant
• October 2, 2025 (date) — Date of special meeting
• October 7, 2025 (date) — Date of 8-K filing
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share LPSN The Nasdaq Stock Market

Filing Documents

• lpsn-20251002.htm (8-K) — 40KB
• lpsn8-kxexhibit31.htm (EX-3.1) — 9KB
• 0001102993-25-000165.txt ( ) — 206KB
• lpsn-20251002.xsd (EX-101.SCH) — 2KB
• lpsn-20251002_def.xml (EX-101.DEF) — 7KB
• lpsn-20251002_lab.xml (EX-101.LAB) — 29KB
• lpsn-20251002_pre.xml (EX-101.PRE) — 17KB
• lpsn-20251002_htm.xml (XML) — 4KB

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 On October 2, 2025, LivePerson, Inc. (the " Company ") held a special meeting of its stockholders virtually via live audio webcast (the " Special Meeting "). As described under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, the stockholders of the Company approved the proposed amendment (the " Stock Increase Charter Amendment ") to the Company's Fourth Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") to increase the number of authorized shares of capital stock of the Company from 200.0 million shares of common stock, par value $0.001 (the " Common Stock ") to 300.0 million shares of Common Stock. The Stock Increase Charter Amendment is described in detail under "Proposal No. 2: Authorized Common Stock Increase Proposal" commencing on page 25 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 17, 2025 (" Proxy Statement ") in connection with the Special Meeting. The Stock Increase Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on October 3, 2025. The description of the Stock Increase Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment No. 2 to the Certificate of Incorporation, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As of September 15, 2025, the record date for the Special Meeting, there were a total of 150,594,095 shares of the Company's Common Stock outstanding, and 26,551 shares of the Company's Series B Fixed Rate Convertible Perpetual Preferred Stock (the " Series B Preferred Stock ") outstanding that entitled holders thereof to an aggregate 16,080,310 votes (which includes the limitation on voting rights imposed by the Beneficial Ownership Limitation (as defined in the Proxy Statement)). The outstanding shares of Common Stock and Series B Preferred Stock as of the record date represented all of the outstanding voting securities of the Company. At the Special Meeting, the holders of 74,781,018 shares of Common Stock and Series B Preferred Stock were represented in person or by proxy, and therefore a quorum was present. At the Special Meeting, the stockholders approved an amendment to the Certificate of Incorporation (i) to effect a reverse stock split of the Company's Common Stock, subject to the Board's discretion, at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of the Board, without further approval or authorization of the Company's stockholders, prior to October 2, 2026 and, (ii) when the reverse stock split is effected, to decrease the number of authorized shares of the Company's Common Stock in the same ratio as is selected for the reverse stock split (such amendment, the " Reverse Stock Split Charter Amendment "), with the following voting results: Votes For Votes Against Abstain 88,626,269 2,196,791 19,879 At the Special Meeting, the stockholders also approved the Stock Increase Charter Amendment to increase the number of authorized shares of Common Stock by a factor of 1.5x, prior to giving effect to any reverse stock split approved pursuant to the Reverse Stock Split Amendment, with the following voting resul

01 Other Events

Item 8.01 Other Events. Conversion of Series B Preferred Stock The stockholder approval of the Stock Increase Charter Amendment, and the filing acceptance by the Secretary of State of the State of Delaware of the Stock Increase Charter Amendment resulted in the conversion of all 26,551 shares of Series B Preferred Stock into an aggregate 23,217,594 shares of Common Stock, which shares are expected to be issued on October 7, 2025.

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 3.1 Certificate of Amendment No. 2 to the Fourth Amended and Restated Certificate of Incorporation effective as of October 3, 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: October 7, 2025 LIVEPERSON, INC. (Registrant) By: /s/ MONICA L. GREENBERG Monica L. Greenberg Executive Vice President, Policy and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR