[8-K] Five9, Inc. Reports Material Event

Rhea-AI Filing Summary

Five9, Inc. announced an accelerated share repurchase (ASR) with JPMorgan Chase Bank to buy back $50.0 million of its common stock under its existing authorization.

Under the ASR, the company will pay $50.0 million on November 12, 2025 and expects an initial delivery of approximately 1.9 million shares. The final number of shares repurchased will be based on the average of the daily volume‑weighted average price during the ASR term, less a discount and subject to adjustments, with final settlement expected by the end of the first quarter of 2026.

Insights

Capital Markets Analyst

$50.0M ASR launches; initial ~1.9M shares, settle by Q1 2026.

Five9 entered an ASR with JPMorgan to repurchase $50.0 million of common stock under a previously disclosed authorization. The company will make the cash payment on November 12, 2025 and expects an initial share delivery of about 1.9 million.

The ultimate share count depends on the average daily VWAP over the ASR term, less a discount, and may be adjusted per the agreement’s terms. This structure front-loads shares while final pricing is determined over time.

Final settlement is expected by the end of Q1 2026. Actual impact on share count will hinge on the VWAP path and the agreement’s discount and adjustments.

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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): November 11, 2025

FIVE9, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware			001-36383			94-3394123
(State or other jurisdiction of incorporation)			(Commission File No.)			(I.R.S. Employer Identification No.)

3001 Bishop Drive, Suite 350

San Ramon, CA 94583

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (925) 201-2000

Not Applicable

(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			FIVN			The NASDAQ Global Market

Indicated 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 8.01 Other Events.

On November 11, 2025, Five9, Inc. (the “Company”) commenced an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank, National Association, to repurchase $50.0 million of the Company’s common stock under the share repurchase authorization previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2025.

Under the ASR, on November 12, 2025, the Company will make a payment of $50.0 million and expects to receive an initial delivery of approximately 1.9 million shares of the Company’s common stock. The total number of shares to be repurchased will be based on the average of the daily volume-weighted average price of the Company's common stock during the term of the ASR, less a discount and subject to adjustments pursuant to terms of the ASR. The final settlement of the ASR is expected to occur by the end of the first quarter of 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.						Description
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

 

FIVE9, INC.

Date: November 12, 2025

By:

/s/ Bryan Lee

Bryan Lee

Chief Financial Officer

FAQ

What did Five9 (FIVN) announce in this 8-K?

Five9 commenced an accelerated share repurchase with JPMorgan to repurchase $50.0 million of its common stock under its existing authorization.

How much stock will Five9 repurchase through the ASR?

The ASR is for $50.0 million of Five9 common stock.

When will Five9 make the ASR payment and receive initial shares?

Five9 will pay $50.0 million on November 12, 2025 and expects an initial delivery of approximately 1.9 million shares.

How is the final number of shares under the ASR determined?

It is based on the average of the daily volume‑weighted average price during the ASR term, less a discount, and is subject to adjustments under the ASR terms.

When is the ASR expected to settle?

Final settlement is expected by the end of the first quarter of 2026.

Which bank is Five9’s ASR counterparty?

The counterparty is JPMorgan Chase Bank, National Association.

Is the ASR part of an existing repurchase authorization?

Yes. It is under the share repurchase authorization previously disclosed on November 6, 2025.