Five9 (FIVN) extends Anson standstill and confirms 2026 board nominee

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Five9, Inc. entered into an amendment to its existing cooperation letter agreement with Anson Funds Management LP, Anson Advisors Inc. and related parties. The amendment confirms that Five9 will nominate current director Sagar Gupta for election to the board at the 2026 annual stockholders’ meeting.

The amendment also extends Anson’s voting, standstill and related obligations. These commitments now continue until the earlier of 20 days before the deadline for director nominations and business proposals for Five9’s 2027 annual meeting, or 120 days before the first anniversary of the 2026 annual meeting.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/20/2026 - 04:02 PM

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): February 17, 2026

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on December 8, 2024, Five9, Inc. (the “Company”) entered into a cooperation letter agreement (the “Agreement”) with Anson Funds Management LP, Anson Advisors Inc. and certain other parties (collectively, “Anson”). The Agreement is summarized in the Current Report on Form 8-K filed by the Company on December 9, 2024, and a copy of the Agreement is filed as Exhibit 10.1 to that Current Report.

On February 17, 2026, the Company and Anson entered into an amendment (the “Amendment”) to the Agreement. Among other things, the Amendment provides that:

•The Company will nominate Sagar Gupta, an existing member of the Company’s Board of Directors (the “Board”), for election to the Board at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”); and

•Anson will continue to be subject to the voting, “standstill” and other obligations provided for in the Agreement until the earlier of (i) 20 days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the Company’s 2027 Annual Meeting of Stockholders; and (ii) 120 days prior to the first anniversary of the 2026 Annual Meeting.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

10.1						Amendment, dated as of February 17, 2026, to Cooperation Letter Agreement, dated December 8, 2024, between Five9, Inc. and Anson Funds Management LP, Anson Advisors Inc. and certain other parties.
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: February 20, 2026

By:

/s/ Bryan Lee

Bryan Lee

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Five9 (FIVN) amend with Anson?

Five9 amended its existing cooperation letter agreement with Anson Funds Management LP, Anson Advisors Inc. and related parties. The amendment updates board nomination plans and extends Anson’s voting and standstill obligations tied to the 2026 and 2027 annual stockholder meeting timelines.

How does the Five9 amendment affect Sagar Gupta’s board role?

The amendment provides that Five9 will nominate Sagar Gupta, an existing director, for election to the board at the company’s 2026 Annual Meeting of Stockholders. This formalizes his inclusion in the upcoming board slate under the cooperation framework with Anson.

How long will Anson’s standstill obligations to Five9 (FIVN) remain in place?

Anson’s voting, standstill and related obligations continue until the earlier of two dates: 20 days before the deadline to submit director nominations and business for the 2027 annual meeting, or 120 days before the first anniversary of the 2026 annual meeting.

Does the Five9 and Anson amendment change voting commitments?

Yes. The amendment continues Anson’s existing voting and standstill obligations for a longer period tied to future annual meetings. These commitments govern how Anson can vote its shares and engage with Five9’s board and governance processes during the covered timeframe.

Where can investors find the full text of Five9’s amendment with Anson?

The complete amendment, dated February 17, 2026, is included as Exhibit 10.1. The document is incorporated by reference and provides the full legal terms beyond the high-level summary of board nomination and extended standstill obligations.

Does the Five9–Anson amendment change Five9’s financial statements?

The amendment focuses on governance, board nomination and stockholder obligations, not financial results. It addresses director nominations and Anson’s voting and standstill commitments, while financial statements and related disclosures are handled separately in other company reports and exhibits.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 7.5 KB