LivePerson details risks in SoundHound AI takeover

LivePerson, Inc. shares a message from its CEO regarding SoundHound AI’s proposed acquisition of LivePerson and provides extensive forward-looking statements cautions.

Rhea-AI Filing Summary

LivePerson, Inc. shares a message from its CEO regarding SoundHound AI’s proposed acquisition of LivePerson and provides extensive forward-looking statements cautions. The text lists numerous risks that could cause the transaction not to close or to deliver different outcomes than expected, including failure to obtain shareholder approvals, complete related notes restructuring, secure regulatory clearances, integrate the two businesses effectively, control transaction costs, or avoid adverse customer and employee reactions and potential legal proceedings.

The communication clarifies that it is not an offer or solicitation to buy, sell or exchange securities or to solicit any vote. It explains that SoundHound AI has filed a registration statement on Form S-4, including a proxy statement/prospectus for LivePerson stockholders dated July 9, 2026, and urges investors and security holders of both companies to read the Form S-4, proxy statement/prospectus and related SEC filings in full before making any voting or investment decisions.

Filing Explained

The proposed stock consideration has not become an issued share count, so any ownership dilution remains prospective and cannot be sized from this filing.

The July 28, 2026 communication keeps SoundHound AI’s acquisition of LivePerson in the proposed, pre-closing stage: it says the definitive proxy statement/prospectus was filed on July 9, 2026 and mailed to LivePerson stockholders, while closing and required approvals remain future matters.

It identifies SoundHound common stock as securities to be issued in the proposed transaction, so completion would involve an issuance rather than merely a registration; under the supplied definition, issuing additional shares can reduce an existing holder’s percentage ownership, but this communication gives no share quantity for sizing that effect.

Key Terms

forward-looking statements, registration statement on Form S-4, proxy statement/prospectus, Notes Restructuring Agreement, +1 more

5 terms

forward-looking statements regulatory

"This message contains “forward-looking statements” within the meaning of the U.S. federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

registration statement on Form S-4 regulatory

"SoundHound AI has filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"that includes a definitive proxy statement of LivePerson and that constitutes a prospectus of SoundHound AI"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Notes Restructuring Agreement financial

"to consummate the notes restructuring transactions contemplated by the Notes Restructuring Agreement"

Participants in the Solicitation regulatory

"may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving LivePerson (LPSN) is discussed in this communication?

The communication discusses SoundHound AI’s proposed acquisition of LivePerson. It explains that the deal is subject to multiple conditions, including shareholder approvals, regulatory clearances, and completion of notes restructuring transactions, and may not close as currently expected or at all.

What main risks to the SoundHound AI–LivePerson (LPSN) deal are highlighted?

The message highlights risks that the transaction may not close, including failure to satisfy closing conditions, obtain shareholder approvals, complete notes restructuring, integrate the businesses, manage higher-than-expected costs, address reputational impacts, and resolve any related legal proceedings.

Is this LivePerson (LPSN) communication an offer to buy or sell securities?

No. The communication explicitly states it is not an offer or solicitation to sell, buy or exchange securities or to solicit any vote or approval, and that any securities offering would only be made through a prospectus meeting Securities Act requirements.

What documents should LivePerson (LPSN) and SoundHound AI investors read about the deal?

Investors are urged to read the Form S-4 registration statement and the definitive proxy statement/prospectus dated July 9, 2026, along with any amendments or supplements, because these SEC-filed documents contain important information about the proposed transaction.

Where can LivePerson (LPSN) and SoundHound AI investors access the proxy statement/prospectus?

Investors can access the proxy statement/prospectus and related filings free of charge on the SEC’s website at www.sec.gov and through the investor relations sections of SoundHound AI’s and LivePerson’s websites under financial information and SEC filings.

Who may be deemed participants in soliciting proxies for the LivePerson (LPSN) deal?

SoundHound AI, LivePerson and their directors and executive officers may be deemed participants in the proxy solicitation. Information about their interests and security holdings is provided in the Form S-4, the proxy statement/prospectus, and other referenced SEC filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/28/2026 - 06:35 PM Accepted by SEC EDGAR 07/28/2026 - 05:27 PM Learn about SEC filing dates

Filed by: LivePerson, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: LivePerson, Inc.

Commission File No. 001-41926

Date: July 28, 2026

Below is a LinkedIn message from the Chief Executive Officer of LivePerson, Inc., John Sabino on July 28, 2026

Forward-Looking Statements

This message contains “forward-looking statements” within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans, intentions, prospects, financial results and strategies relating to SoundHound AI’s proposed acquisition of LivePerson. Such forward-looking statements include, among others, statements regarding the timing of filing the definitive proxy/prospectus and timing of LivePerson’s special meeting, obtaining regulatory approvals, the timing of closing of the proposed acquisition, and the parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including: (1) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between LivePerson and SoundHound; (2) the possibility that the transaction does not close when expected or at all due to the failure to satisfy all of the conditions to closing on a timely basis or at all, including the failure to obtain the required shareholder approvals or to consummate the notes restructuring transactions contemplated by the Notes Restructuring Agreement; (3) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which LivePerson and SoundHound operate; (4) any failure to promptly and effectively integrate the businesses of LivePerson and SoundHound; (5) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (6) reputational risk and potential adverse reactions of LivePerson’s or SoundHound’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the transaction; (7) the diversion of management’s attention and time to the transaction from ongoing business operations and opportunities; and (8) the outcome of any legal proceedings that may be instituted against LivePerson or SoundHound or in connection with the transaction. Further information on factors that could affect the forward-looking statements and expectations above are contained in the filings that LivePerson and/or SoundHound AI have filed, or that will be filed, with the U.S. Securities and Exchange Commission (the “SEC”), including as set forth in the Form S-4 and the proxy statement/prospectus contained therein, as well as the documents incorporated by reference therein.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and LivePerson does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law.

No Offer or Solicitation

This communication is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information and Where to Find It

In connection with the proposed transaction, SoundHound AI has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”) that includes a definitive proxy statement of LivePerson and that constitutes a prospectus of SoundHound AI with respect to the shares of the SoundHound AI common stock to be issued in the proposed transaction, dated July 9, 2026 (the “proxy statement/prospectus”). The proxy statement/prospectus was filed with the SEC on July 9, 2026 by LivePerson, and the mailing of the proxy statement/prospectus began to LivePerson’s stockholders on or about the same date. Each of SoundHound AI and LivePerson may also file other relevant documents with the SEC regarding the proposed transaction.

This communication is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that SoundHound AI or LivePerson has filed, or may file, with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOUNDHOUND AI AND LIVEPERSON ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about SoundHound AI and LivePerson, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by the Company will be available free of charge on SoundHound AI’s website at https://investors.soundhound.com/financial-information/sec-filings. Copies of the documents filed with, or furnished to, the SEC by LivePerson will be available free of charge on LivePerson’s website at https://ir.liveperson.com/financial-information/sec-filings. The information included on, or accessible through, SoundHound AI’s or LivePerson’s website is not incorporated by reference into this communication.

Participants in the Solicitation

SoundHound, LivePerson and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors and executive officers of SoundHound, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in SoundHound’s definitive proxy statement for its 2026 annual meeting of stockholders under the heading “Proposal 1 - Election of Directors”, which was filed with the SEC on April 9, 2026 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001840856/000121390026041978/ea0285618-01.htm. Information about the directors and executive officers of LivePerson and their ownership of

LivePerson equity interests can be found in the section entitled “Interests of LivePerson Directors and Executive Officers in the Mergers” and “Owners and Management of LivePerson” included in the proxy/prospectus, which was filed with the SEC on July 9, 2026 and is available at https://www.sec.gov/Archives/edgar/data/1102993/000121390026076759/ea0297465-01.htm. Further information about the directors and executive officers of LivePerson may be found in its amendment to its Annual Report on Form 10-K for the year ended December 31, 2025 under the headings “Directors, Executive

Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001102993/000110299326000020/lpsn-20251231.htm; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LivePerson’s directors and executive officers; and is in other documents filed by LivePerson with the SEC. Additional information regarding the interests of the participants in the solicitation of proxies will be included in other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.