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

Rhea-AI Filing Summary

Five9, Inc. announced the appointment of Mr. Ramakrishna to its board as a non-employee director. The filing describes his executive background, including service as Chief Executive Officer and President of SolarWinds Corporation since January 2021 and prior CEO role at Pulse Secure until its acquisition in December 2020. The company disclosed Mr. Ramakrishna's board memberships at Cardinal Health and Model N and prior board roles. His initial equity compensation includes a $400,000 RSU award (using a $25.12 reference price) vesting in three annual installments and a $133,333.33 prorated RSU award vesting in one year. An indemnification agreement was also executed. No relationships requiring disclosure were reported.

Positive

• Appointment of an experienced executive with recent CEO roles at SolarWinds and Pulse Secure and multiple board positions
• Clear equity compensation disclosed: $400,000 RSU award (vests in three annual installments) and $133,333.33 prorated RSU award (vests in one year)
• Reference price disclosed for equity calculation: $25.12 (closing price on date of grant, September 26, 2025)
• Indemnification agreement executed to protect the director in line with prior company practice
• No relationships requiring disclosure reported under Item 404(a) of Regulation S-K

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Appointment adds an experienced technology executive with recent CEO and board experience; compensation is standard for non-employee directors.

The filing documents a routine board appointment of an industry-experienced executive. The disclosed compensation structure—an initial $400,000 RSU grant plus a $133,333.33 prorated RSU award based on a $25.12 reference price—aligns with typical equity-led director pay designed to tie directors to shareholder value. The indemnification agreement follows common practice to protect board members. The filing explicitly states there are no relationships requiring additional disclosure, which simplifies governance considerations.

Industry Specialist (Technology Boards)

TL;DR: The new director brings relevant SaaS and security industry leadership and multiple recent board roles, which could support strategic oversight.

The biography highlights recent CEO leadership at SolarWinds and prior CEO experience at Pulse Secure, plus board roles at Cardinal Health and Model N. These credentials suggest direct operational and governance experience in software and security sectors. The equity grant vesting schedule (three-year and one-year tranches) is disclosed in detail, indicating customary retention incentives for new directors. The filing contains no special arrangements or related-party relationships.

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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): September 26, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of David Welsh from the Board of Directors; Appointments of Lead Independent Director, Chair of the Nominating and Governance Committee and Chair of the Compensation Committee

On September 26, 2025, David Welsh resigned from the Five9, Inc. (the “Company”) Board of Directors (the “Board”) as a Class II director, as the chair and a member of the Nominating and Governance Committee and as Lead Independent Director. Mr. Welsh’s resignation was not due to any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies or practices. The Board thanks Mr. Welsh for his commitment to the Company and service on the Board and as Lead Independent Director and Chair of the Board’s Nominating and Governance Committee.

In connection with Mr. Welsh’s resignation from the Board, the Board appointed Robert Zollars as the Lead Independent Director, Jonathan Mariner as the chair of the Nominating and Governance Committee and Michael Burdiek as the chair of the Compensation Committee (replacing Mr. Zollars who had been serving as chair of the Compensation Committee).

Appointment of Sudhakar Ramakrishna to the Board of Directors and Nominating and Governance Committee

On September 26, 2025, the Board appointed Mr. Sudhakar Ramakrishna to serve on the Board. Mr. Ramakrishna will serve as a Class II director, with a term expiring at the Company's 2028 annual meeting of stockholders. Mr. Ramakrishna will also serve on the Nominating and Governance Committee of the Board.

Mr. Ramakrishna has served as the Chief Executive Officer and President of SolarWinds Corporation, a provider of secure observability and IT management software, since January 2021 and as a director of SolarWinds Corporation since December 2020. Prior to SolarWinds, Mr. Ramakrishna served as the Chief Executive Officer and director of Pulse Secure, LLC, a provider of secure and zero trust access solutions for Hybrid IT environments, from July 2015 until its acquisition by Ivanti Inc. in December 2020. Mr. Ramakrishna has served as a member of the board of directors of Cardinal Health, Inc., a healthcare services and products company, since April 2025, and as a member of the board of directors of Model N, Inc., a private provider of revenue management systems for life science and advanced technology companies, since November 2024. Mr. Ramakrishna also previously served as a member of the board of directors of SADA Systems, LLC from January 2022 until its acquisition in December 2023, as a member of the board of directors of SailPoint Technologies Holdings, Inc., a provider of enterprise identity security solutions, from July 2021 until its acquisition in August 2022, and as a member of the board of directors of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition company focused on technology targets, from October 2021 to March 2023. Mr. Ramakrishna holds an M.S. in Computer Science from Kansas State University and a Master’s of Management from Northwestern University’s Kellogg School of Management.

There are no understandings or arrangements between Mr. Ramakrishna and any other person pursuant to which Mr. Ramakrishna was selected to serve as a director of the Company. There are no relationships between Mr. Ramakrishna and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Ramakrishna will receive cash and equity compensation in accordance with the Company’s Non-Employee Director Compensation Policy. Mr. Ramakrishna’s initial equity grants consist of (A) a restricted stock unit (“RSU”) award with an award value of $400,000, with the number of RSUs to be determined by dividing $400,000 by $25.12 (the closing trading price of the Company’s common stock on the date of grant of September 26, 2025 (such price, the “Reference Price”)), which award will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to Mr. Ramakrishna’s continued service through such vesting dates; and (B) a prorated RSU award with an award value equal to $133,333.33, with the number of RSUs to be determined by dividing $133,333.33 by the Reference Price, which award will vest in full in one installment on the first anniversary of the date of grant, subject to Mr. Ramakrishna’s continued service through such vesting date. In accordance with the Company’s Non-Employee Director Compensation Policy, Mr. Ramakrishna will not be eligible for the regular 2026 automatic annual grant of RSUs to non-employee directors scheduled to occur on the date of the Company’s 2026 annual meeting of stockholders, but would be eligible for regular automatic annual grants thereafter assuming his continued service on the Board.

In connection with his appointment to the Board, the Company entered into an indemnification agreement with Mr. Ramakrishna in the form previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2015. The indemnification agreement requires the Company to indemnify Mr. Ramakrishna to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, among other things.

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: September 30, 2025

By:

/s/ Bryan Lee

Bryan Lee

Chief Financial Officer

FAQ

Who is the new director appointed to the Five9 (FIVN) board?

The filing names Mr. Ramakrishna as a new non-employee director with prior CEO roles at SolarWinds and Pulse Secure and board service at Cardinal Health and Model N.

What equity compensation did Five9 (FIVN) grant to the new director?

The company granted a $400,000 RSU award (vesting in three equal annual installments) and a $133,333.33 prorated RSU award (vesting in one year), with RSU counts determined using a $25.12 reference price.

Will the new director receive the regular 2026 automatic RSU grant at Five9?

Per the filing, Mr. Ramakrishna will not be eligible for the regular 2026 automatic annual RSU grant to non-employee directors, but would be eligible for future automatic grants thereafter if he continues to serve.

Does Five9 report any relationships between the new director and the company requiring Item 404(a) disclosure?

The filing states there are no relationships between Mr. Ramakrishna and the company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K.

Did Five9 enter any agreements with the new director upon appointment?

Yes. The company entered into an indemnification agreement in the form previously filed, requiring the company to indemnify the director to the fullest extent permitted under Delaware law and to advance expenses in covered proceedings.