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Five9 Insider Sales: Dignan Sells Shares Under 10b5-1 Plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Five9, Inc. reporting person Andy Dignan sold shares on 09/04/2025 and 09/05/2025. The transactions include three non-derivative sales: 3,402 shares sold on 09/04/2025 at a weighted average price of $25.72, 4,212 shares sold on 09/04/2025 at a weighted average price of $25.28, and 700 shares sold on 09/05/2025 at $26.48. After these sales, the reporting person beneficially owned 217,425 shares.

The filing states the 09/04/2025 sales were mandated by Five9 to cover tax withholding on vested restricted stock units, and the 4,212-share and 700-share sales were effected under a Rule 10b5-1 trading plan adopted December 10, 2024. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

  • Sales were executed under a Rule 10b5-1 trading plan adopted 12/10/2024, indicating pre-planned transactions
  • Company-mandated sale to cover tax withholding on RSU vesting reduces likelihood these were discretionary insider trades

Negative

  • None.

Insights

TL;DR: Insider sold shares largely to cover tax obligations; sales executed under a 10b5-1 plan indicate pre-planned disposition.

The Form 4 discloses routine insider selling: mandated broker sales to satisfy tax withholding on vested restricted stock units and additional sales executed pursuant to a Rule 10b5-1 plan adopted 12/10/2024. The filing provides specific share counts and weighted-average prices for the transactions, and reports remaining beneficial ownership at 217,425 shares. From an investor-information perspective, these disclosures are procedural rather than indicative of a change in corporate performance or governance. The filing commits to provide detailed per-trade price breakdowns upon request, which supports transparency.

TL;DR: Transactions appear compliant and administrative; use of 10b5-1 and company-mandated tax-withholding sales are standard practice.

The report documents compliance mechanisms: company-mandated sales to satisfy tax liabilities on RSU vesting and sales under a pre-established 10b5-1 trading plan. Such actions typically reduce the risk of ad-hoc insider trading concerns. The signature by an attorney-in-fact is noted, and the filer offers to provide granular pricing information on request. There is no indication in the form of discretionary opportunistic sales tied to nonpublic developments.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dignan Andy

(Last) (First) (Middle)
C/O FIVE9, INC.
3001 BISHOP DR., STE. #350

(Street)
SAN RAMON CA 94583

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [ FIVN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/04/2025 S 3,402(1) D $25.72(2) 222,337 D
Common Stock 09/04/2025 S 4,212(3)(4) D $25.28(5) 218,125 D
Common Stock 09/05/2025 S 700(3) D $26.48 217,425 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sale reported on this form represents a Five9, Inc. mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units, and it does not represent a discretionary trade by the Reporting Person.
2. The price reported in Column 4 is a weighted average price applied to the transaction by the broker for sales to cover taxes upon vesting of restricted stock units for all employees of Five9, Inc., including the Reporting Person, on the date such sales occurred. The Reporting Person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2024.
4. The reported sales were to cover taxes upon the vesting of restricted stock units.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.10 to $25.59, inclusive. The reporting person undertakes to provide Five9, Inc., any security holder of Five9, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Remarks:
/s/ Tiffany Meriweather, Attorney in Fact 09/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What shares did Andy Dignan sell according to the Form 4 for FIVN?

He sold 3,402 shares on 09/04/2025, 4,212 shares on 09/04/2025, and 700 shares on 09/05/2025.

Why were the shares sold in the Form 4 filed for FIVN?

The 09/04/2025 sales were mandated by Five9 to cover tax withholding on vested restricted stock units; some sales were effected pursuant to a Rule 10b5-1 plan.

What prices were reported for the sales in the Form 4 for FIVN?

Weighted average prices reported: $25.72 for one 09/04/2025 sale, $25.28 for another 09/04/2025 sale (range $25.10–$25.59), and $26.48 for the 09/05/2025 sale.

How many Five9 shares did the reporting person own after the reported transactions?

217,425 shares beneficially owned following the reported transactions.

When was the 10b5-1 plan adopted as noted in the Form 4 for FIVN?

The reporting person adopted the Rule 10b5-1 trading plan on December 10, 2024.
Five9

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Software - Infrastructure
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United States
SAN RAMON