LIVEPERSON INC

LIVEPERSON INC false 0001102993 0001102993 2026-08-20 2026-08-20 0001102993 us-gaap:CommonStockMember 2026-08-20 2026-08-20 0001102993 us-gaap:SeriesAPreferredStockMember 2026-08-20 2026-08-20 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): August 20, 2026 LivePerson, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41926 13-3861628 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 530 7th Ave , Floor M1 New York , New York 10018 (Address of principal executive offices, with zip code) (212) 609-4200 Registrant’s telephone number, including area code N/A (Former name or former address, if changed since last report) 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 $0.001 per share LPSN The Nasdaq Stock Market LLC Rights to Purchase Series A Junior Participating Preferred Stock None 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. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. On August 20, 2026, LivePerson, Inc. (“LivePerson” or the “Company”) called to order the special meeting of the Company’s stockholders (the “Special Meeting”) held (i) to adopt the Amended and Restated Merger Agreement, dated July 2, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among LivePerson, SoundHound AI, Inc. (“SoundHound”), Lightspeed Merger Sub Inc., an indirect wholly owned subsidiary of SoundHound and Lightspeed Merger Sub II Inc., an indirect wholly owned subsidiary of SoundHound, and the transactions contemplated thereby, including the Mergers (as defined in the Merger Agreement) (and such proposal, the “Merger Proposal”); (ii) to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on, or otherwise relates to, the mergers contemplated by the Merger Agreement (the “Non-binding Compensation Advisory Proposal”); and (iii) to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”). At the Special Meeting, the holders of 6,052,028 shares of the Company’s common stock, par value $0.001 per share (“Company common stock”), were represented virtually or by proxy, and therefore a quorum was present. Based on the proxies and ballots received prior to the opening of the Special Meeting, there were not sufficient votes to approve the Merger Proposal. Accordingly, a vote was called on the Adjournment Proposal to authorize the adjournment of the Special Meeting to solicit additional proxies in favor of the Merger Proposal. The Adjournment Proposal was approved by a vote of 5,811,286 shares of Company common stock in favor, with 193,675 shares voting against, 44,375 shares abstaining and no broker non-votes, thus constituting approval by more than a majority of the shares of Company common stock represented in person or by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal. The Special Meeting was then adjourned without opening the polls on the Merger Proposal and the Non-binding Compensation Advisory Proposal, which were scheduled to be submitted to a vote of the Company’s stockholders at the Special Meeting. The Special Meeting was adjourned until September 2, 2026 at 10:00 a.m. Eastern Time in order to allow the Company to solicit additional proxies with respect to the Merger Proposal. The Special Meeting will reconvene on September 2, 2026 at 10:00 a.m. Eastern Time virtually via live webcast at www.virtualshareholdermeeting.com/LPSN2026SM. Stockholders will be able to attend and vote at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are set forth in the definitive proxy statement/prospectus dated July 9, 2026 (the “Proxy Statement”). The Company does not intend to change the record date of the Special Meeting. Accordingly, only stockholders of record at the close of business on July 6, 2026 will be entitled to vote at the reconvened Special Meeting. Stockholders who have previously submitted their proxy or otherwise voted and who do not wish to change their vote do not need to take any action. Until the Special Meeting is reconvened on September 2, 2026, the Company will continue to solicit proxies from its stockholders with respect to the Merger Proposal and the Non-binding Compensation Advisory Proposal. Stockholders holding shares of Company common stock as of the record date of July 6, 2026, who have not yet voted, are encouraged to vote electronically. No changes have been made to the proposals to be voted on by stockholders at the Special Meeting. The Company encourages all of its stockholders to read the Proxy Statement, which is available free of charge on the SEC’s website at www.sec.gov . Item 8.01 Other Events. On August 20, 2026, the Company issued a press release announcing the adjournment of the Special Meeting. 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. The following documents are included as exhibits to this report: Exhibit No. Description 99.1 Press Release issued by the Company on August 20, 2026. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans, intentions, prospects, financial results and strategies relating to SoundHound’s proposed acquisition of LivePerson. Such forward-looking statements include, among others, statements regarding the timing of LivePerson’s special meeting, and the parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including: (1) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between LivePerson and SoundHound; (2) the possib