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Five9 (NASDAQ: FIVN) launches $90M accelerated stock repurchase

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Five9, Inc. entered into an accelerated share repurchase agreement with JPMorgan Chase Bank to buy back $90.0 million of its common stock under a previously authorized repurchase program. On May 5, 2026, the company will pay $90.0 million and initially receive about 3.1 million shares.

The final number of shares repurchased will depend on the average daily volume‑weighted average price of Five9’s stock during the ASR term, reduced by a discount and subject to contractual adjustments. Final settlement of the ASR is expected by September 30, 2026.

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Insights

Five9 commits $90M to an accelerated share repurchase, front‑loading buybacks via JPMorgan.

Five9 is using an accelerated share repurchase (ASR) to retire stock more quickly by prepaying $90.0 million to JPMorgan Chase Bank. The company immediately receives roughly 3.1 million shares, with the final share count set over time.

The ASR’s ultimate share total will depend on the average daily volume‑weighted average price during the contract period, less a discount and subject to adjustments. The structure concentrates repurchases between now and September 30, 2026, with overall impact tied to Five9’s market value and trading behavior.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ASR Size $90.0 million Total value of accelerated share repurchase
Initial shares delivered approximately 3.1 million shares Initial ASR share delivery to Five9
ASR final settlement date September 30, 2026 Expected completion of accelerated share repurchase
Counterparty JPMorgan Chase Bank, N.A. Bank providing ASR to Five9
accelerated share repurchase agreement financial
"commenced an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank"
An accelerated share repurchase agreement is a deal where a company quickly buys back its own shares by paying a financial institution up front, while the institution delivers shares it borrows and settles the exact quantity later based on market prices. For investors this matters because it immediately reduces the number of shares outstanding and can boost per-share earnings, change cash and leverage levels, and signal management’s view on the stock’s value.
volume-weighted average price financial
"based on the average of the daily volume-weighted average price of the Company’s common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
share repurchase authorization financial
"under the share repurchase authorization previously disclosed on the Company’s Quarterly Report"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
Understanding 8-K Material Events →
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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): May 4, 2026
FIVE9, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware001-3638394-3394123
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.001 per shareFIVNThe 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 May 4, 2026, Five9, Inc. (the “Company”) commenced an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank, National Association, to repurchase $90.0 million of the Company’s common stock under the share repurchase authorization previously disclosed on the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2026.

Under the ASR, on May 5, 2026, the Company will make a payment of $90.0 million and expects to receive an initial delivery of approximately 3.1 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 September 30, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.  Description
104The 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: May 5, 2026   By: /s/ Bryan Lee
    Bryan Lee
    
Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What did Five9 (FIVN) announce in its latest 8-K filing?

Five9 announced an accelerated share repurchase agreement to buy back $90.0 million of its common stock. The deal, executed with JPMorgan Chase Bank, uses a prepaid structure and is part of a previously disclosed share repurchase authorization.

How large is Five9’s new accelerated share repurchase program?

The accelerated share repurchase totals $90.0 million of Five9 common stock. This entire amount will be paid to JPMorgan Chase Bank at the start of the transaction under the company’s existing share repurchase authorization.

How many Five9 (FIVN) shares will be initially delivered under the ASR?

Five9 expects an initial delivery of approximately 3.1 million shares of its common stock. This is not the final amount; the ultimate share count will be adjusted based on trading prices during the ASR term.

How will the final number of Five9 shares repurchased be determined?

The final number of shares repurchased will be based on the average daily volume‑weighted average price of Five9’s common stock during the ASR term, reduced by a discount and subject to adjustments specified in the agreement.

When is Five9’s accelerated share repurchase expected to be settled?

Final settlement of Five9’s accelerated share repurchase is expected by September 30, 2026. Until that date, the volume‑weighted average trading prices of the stock will determine the ultimate number of shares bought back.

Who is Five9’s counterparty for the $90 million accelerated share repurchase?

JPMorgan Chase Bank, National Association, is the counterparty to Five9’s $90.0 million accelerated share repurchase agreement. JPMorgan will initially deliver shares and later true up the final number based on prescribed pricing formulas.

Filing Exhibits & Attachments

3 documents

Other Documents