Five9 to acquire Level AI for $325M before adjustments
Level AI’s platform handles more than one billion customer interactions annually for enterprise customers.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Five9, Inc. (FIVN) entered into an agreement to acquire Ujwal, Inc. (doing business as Level AI) for aggregate consideration of $325.0 million in cash, subject to customary adjustments for Level AI’s cash, indebtedness, transaction expenses and net working capital at closing. Five9 said the payment will be made from its balance sheet. Upon completion, Level AI would survive as a wholly owned Five9 subsidiary. Five9 expects the transaction to close in 2026, subject to closing conditions. The agreement includes a termination provision if closing has not occurred on or prior to February 5, 2027; neither party is required to pay a termination fee in connection with termination.
Five9 says the acquisition will allow it to offer Level AI’s applications as standalone solutions and within the Genius CX Platform. The applications have been available through the Five9 CX Marketplace since 2022 and are expected to be available to Five9’s more than 4,000 customers. Stockholders holding sufficient voting power to approve the transaction agreed to deliver written consent adopting it. After that consent is delivered, no further Level AI stockholder approval is required.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate consideration: $325.0 million in cash
Expected closing: 2026
Termination provision date: February 5, 2027
+2 more
5 metrics
Aggregate consideration
$325.0 million in cash
For Level AI’s outstanding capital stock, options and warrants; subject to customary closing adjustments.
Expected closing
2026
Expected transaction closing, subject to closing conditions.
Termination provision date
February 5, 2027
Applies if closing has not occurred on or prior to this date.
Customer interactions
More than one billion annually
Level AI platform activity.
Five9 customers
More than 4,000 customers
Five9 customer base to which Level AI applications are expected to be available.
Key Terms
aggregate consideration, net working capital, written consent, CCaaS
4 terms
aggregate consideration financial
"aggregate consideration payable by the Company"
net working capital financial
"transaction expenses and net working capital"
Net working capital is the amount left when you subtract a company’s short-term bills (like accounts payable and short-term loans) from its short-term assets (cash, money owed to it, and inventory). Think of it as the cash cushion a business has to keep daily operations running — a bigger cushion means fewer short-term funding worries, while a small or negative number can signal pressure to raise cash or cut activity, which matters to investors assessing stability and short-term risk.
written consent regulatory
"execute and deliver a written consent approving and adopting"
A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.
CCaaS technical
"without first buying Five9’s CCaaS platform"
Contact Center as a Service (CCaaS) is a cloud-based platform companies rent to handle customer calls, chats, emails and support tools instead of building and running their own systems. For investors it matters because CCaaS shifts costs from big upfront investments to predictable subscription fees, often creating steady recurring revenue, easier scaling and faster rollout of new features—advantages that can improve margins, growth potential and customer retention.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is Five9 (FIVN) paying to acquire Level AI?
Five9 agreed to pay $325.0 million in cash as aggregate consideration for Level AI’s outstanding capital stock, options and warrants. The amount is subject to customary adjustments for Level AI’s cash, indebtedness, transaction expenses and net working capital at closing. Five9 said the payment will come from its balance sheet.
When is Five9’s acquisition of Level AI expected to close?
Five9 expects the transaction to close in 2026, subject to satisfaction of closing conditions. The agreement includes a termination provision if closing has not occurred on or prior to February 5, 2027.
What Level AI stockholder approval is needed for the Five9 deal?
Level AI stockholders holding sufficient voting power to approve the transaction agreed to deliver written consent adopting the merger agreement and transaction. After that written consent is delivered, no further Level AI stockholder approval is required.
AI-generated analysis. How Rhea-AI works. Not financial advice.
`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 5, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||
| 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.
Merger Agreement
On November 5, 2026, Five9, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ujwal, Inc. (d/b/a Level AI), a Delaware corporation (“Level AI”), Lander Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the securityholders of Level AI, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Level AI (the “Merger”), with Level AI surviving the Merger as a wholly owned subsidiary of the Company (the Merger, together with the other transactions contemplated by the Merger Agreement, the “Transaction”).
Pursuant to the Merger Agreement, the aggregate consideration payable by the Company in respect of the outstanding shares of capital stock, options and warrants of Level AI is $325.0 million in cash, subject to customary adjustments for Level AI’s cash, indebtedness, transaction expenses and net working capital as of the closing of the Transaction (the “Closing”), as set forth in the Merger Agreement.
The Merger Agreement contains representations, warranties and covenants related to the Transaction that are customary for a transaction of this nature, and the completion of the Transaction is dependent upon the satisfaction of certain customary closing conditions. The Merger Agreement includes customary termination provisions of the parties, including if (i) the closing of the Transaction has not occurred on or prior to February 5, 2027, and (ii) the other party has breached its representations, warranties or covenants such that the related closing condition would not be satisfied, subject to certain negotiated cure periods as set forth in the Merger Agreement. Neither party is required to pay a termination fee in connection with a termination of the Merger Agreement.
The Merger Agreement contains representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement. In addition, such representations and warranties: (i) may not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules; (iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose of allocating risk among the parties to the Merger Agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.
Support Agreement
Concurrently with the execution and delivery of the Merger Agreement, the Company entered into Support Agreements (the “Support Agreements”) with stockholders of Level AI holding sufficient voting power to approve the Transaction under applicable law and Level AI’s organizational documents, pursuant to which such stockholders agreed, among other things, to execute and deliver a written consent approving and adopting the Merger Agreement and the Transaction and to comply with certain transfer and other restrictions with respect to their shares of Level AI’s common stock or preferred stock, in each case subject to the terms and conditions of the Support Agreements. Following delivery of such written consent, no further approval of Level AI’s stockholders is required to approve the Transaction.
Item 7.01. Regulation FD Disclosure
On November 5, 2026, the Company issued a press release announcing the Transaction. A copy of the press release announcing the Transaction is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “will,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the Company’s ability to consummate the Transaction.
Risks that may cause these forward-looking statements to be inaccurate include, among others: (i) the Company’s ability to close the Transaction, the expected time of closing or the expected benefits therefrom; (ii) uncertainties as to the effects of
disruption from the acquisition of Level AI making it more difficult to maintain relationships with employees, licensees, customers, suppliers, other business partners or governmental entities; (iii) other business effects, including the effects of industry, economic or political conditions outside of the Company’s or Level AI’s control; (iv) transaction costs; (v) actual or contingent liabilities; (vi) uncertainties as to whether anticipated synergies or tax benefits will be realized; (vii) uncertainties as to whether Level AI’s business will be successfully integrated with the Company’s business; and (viii) the other risks detailed from time to time under the caption “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Such forward-looking statements speak only as of the date hereof and readers should not unduly rely on such statements. The Company undertakes no obligation to update the information contained herein, including in any forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Press release, dated November 5, 2026, issued by the Company regarding the Transaction. | |||||||
| 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 5, 2026 | By: | /s/ Bryan Lee | ||||||||||||||||||||||||
| Bryan Lee | ||||||||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||
1 Exhibit 99.1. Five9 to Acquire Level AI, Advancing AI-Powered CX Platform Expands AI Capabilities for Five9, Providing Customers More Choice in How They Adopt AI SAN RAMON, Calif. – November 5, 2026 – Five9, Inc. (NASDAQ: FIVN) (“Five9”), provider of the Genius CX Platform, today announced that it has entered into a definitive agreement to acquire Level AI, an AI-native platform for the entire customer journey. The acquisition will augment key capabilities for Five9 with Level AI’s native AI applications for CX that improve agent performance, automate more customer interactions across voice and digital channels, and turn customer conversations into insights the whole organization can use. “Our vision for the future of CX is one where AI and human agents work as a coordinated system, each making the other better. Level AI will advance this vision by expanding our AI capabilities, adding experienced AI-native builders to our team, and delivering additional AI solutions for research, analysis, and planning so human agents can focus on high-value and complex customer interactions,” said Amit Mathradas, Chief Executive Officer at Five9. “Level AI will also give us a new way to reach enterprises that want AI today but aren’t ready to move their contact center to the cloud. They can adopt proven AI on top of the platform they already use, and when they’re ready for more, we’ll be there. That’s Smarter CX with every interaction.” “We built Level AI so every customer conversation makes the next one better, for customers and for the people who serve them. Five9 shares that focus,” said Ashish Nagar, Founder and Chief Executive Officer of Level AI. “Joining Five9 brings our CX-native models and AI applications to thousands more contact centers around the world, while we continue to support the organizations that rely on Level AI today. Furthermore, I am excited to be part of the Five9 team that delivers this vision.” The acquisition will allow Five9 to offer Level AI’s AI applications in two ways. Enterprises not yet ready to move their on-premises contact centers to the cloud, and those already on other cloud platforms, can adopt them as standalone solutions without first buying Five9’s CCaaS platform. The applications will also be offered as part of the AI application layer within the broader Five9 Genius CX Platform. Level AI serves enterprise customers today, including Gusto, Chime, Empyrean, and VistaPrint, and handles more than one billion customer interactions annually. Level AI’s platform runs on Level AI Latitude, its own family of AI models built for customer conversations, which deliver lower costs and latencies than frontier models, and gives enterprises direct control over data privacy. Five9 and Level AI have worked together since 2022, with Level AI’s applications available through the Five9 CX Marketplace and integrated with the Five9 platform. Combined with the distribution channels and customer relationships of Five9, Level AI’s proven applications will be available to the more than 4,000 Five9 customers. The Five9 Board of Directors unanimously approved the agreement to acquire Level AI in a transaction that values Level AI at approximately $325 million, to be paid in cash from the Five9 balance sheet. The transaction is expected to close in 2026, subject to the satisfaction of certain closing conditions.
2 Third Quarter 2026 Earnings Announcement and Conference Call Details In a separate press release issued today, Five9 reported its third quarter 2026 financial results. Five9 will discuss its third quarter 2026 results and acquisition of Level AI today, November 5, 2026, via an audio-only Zoom webinar at 4:30 p.m. Eastern Time. To access the webinar, please register by clicking here. A live webcast and a replay will be available on the Investor Relations section of the Five9 website at https://investors.five9.com/. Advisors Centerview Partners LLC is serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Five9. Joele Frank is serving as strategic communications advisor to Five9. About Five9 Five9 is the proven, open cloud platform for customer experience. Cloud-native since 2001 and built by voice experts for the agentic era, Five9 powers contact centers for more than 4,000 customers across 140+ countries, including leading health systems, financial institutions, and organizations across every major industry. The Five9 platform, powered by Genius AI, serves every channel and workflow, together with the governance, control, and ecosystem flexibility that even the most regulated enterprises demand. Practical AI that learns from every interaction, driving real outcomes for customers and the businesses that serve them. Smarter CX with every interaction. About Level AI Level AI builds AI for modern customer experience teams. Its platform brings AI agents, agent assist, quality management, Voice of the Customer, coaching, and AI Workers together on a single conversation intelligence layer, powered by Level AI Latitude, the company’s proprietary family of models built for customer conversations. The platform handles more than one billion customer interactions per year for customer-obsessed enterprise teams across retail, financial services, healthcare, and technology. Founded by former Amazon Alexa product leader, Ashish Nagar, and backed by Adams Street Partners, Battery Ventures, Eniac Ventures, and others. For more information, visit thelevel.ai. Five9 Media Contact: Tommy Morgan Director, Corporate Communications Press@five9.com Five9 Investor Contact: Tony Righetti SVP, Investor Relations IR@five9.com
3 Forward-Looking Statements This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Five9 has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “will,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Five9’s ability to consummate the acquisition of Level AI (the “Transaction”). Risks that may cause these forward-looking statements to be inaccurate include, among others: (i) Five9’s ability to close the Transaction, the expected time of closing or the expected benefits therefrom; (ii) uncertainties as to the effects of disruption from the acquisition of Level AI making it more difficult to maintain relationships with employees, licensees, customers, suppliers, other business partners or governmental entities; (iii) other business effects, including the effects of industry, economic or political conditions outside of Five9’s or Level AI’s control; (iv) transaction costs; (v) actual or contingent liabilities; (vi) uncertainties as to whether anticipated synergies or tax benefits will be realized; (vii) uncertainties as to whether Level AI’s business will be successfully integrated with Five9’s business; and (viii) the other risks detailed from time to time under the caption “Risk Factors” and elsewhere in Five9’s filings with the Securities and Exchange Commission, including, but not limited to, Five9’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Such forward-looking statements speak only as of the date hereof and readers should not unduly rely on such statements. Five9 undertakes no obligation to update the information contained herein, including in any forward-looking statements.