[8-K] LivePerson Inc Reports Material Event

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, intends to issue Fixed-Income Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4). The securities offer a fixed coupon of 7.00%-8.00% per annum paid monthly and mature on 1 August 2030, unless automatically redeemed earlier.

Auto-call feature: beginning 12 months after issuance and on each monthly determination date thereafter, the notes will be redeemed at par (plus the coupon) if the index closes at or above its initial level (100%). Once called, no further payments are due.

Downside protection: at maturity, investors receive full principal repayment so long as the index has not fallen by more than the 15% buffer. Below this threshold, repayment is reduced 1-for-1, exposing holders to up to an 85% maximum loss.

Pricing details: • Pricing date: 28 July 2025 • Settlement/Maturity: 1 Aug 2030 • Estimated value: $920.10 (± $55) per $1,000 face, reflecting issuance costs and Morgan Stanley’s internal models • CUSIP: 61778NBH3

Key risks called out by the issuer

• No participation in any index appreciation beyond par.
• Potential early redemption limits total coupon receipts.
• Full exposure to Morgan Stanley credit risk; MSFL has no independent assets.
• Index-specific risks: 4% annual decrement drag, leverage, short operating history (inception 30 Aug 2024).

Tax treatment and other detailed structural provisions are summarized in the preliminary pricing supplement (SEC link provided) and should be reviewed before investing.

Positive

• High fixed coupon of 7–8% p.a. provides predictable income if the note is not called.
• 15% downside buffer shields principal against moderate index declines at maturity.
• Monthly auto-call feature can return capital quickly in flat or rising markets.

Negative

• No upside participation; return is capped at par plus coupons.
• Estimated value ($920.10) is materially below face, implying up-front value transfer to issuer.
• Early redemption risk limits total coupon accrual, potentially reducing effective yield.
• Credit risk to Morgan Stanley; MSFL has no independent assets.
• Index decrement of 4% drags performance and increases buffer breach probability.
• Lack of exchange listing may lead to illiquidity and wider bid-ask spreads.

Insights

Structured Products Analyst

TL;DR: High coupon and modest 15% buffer attractive, but low estimated value and auto-call cap returns; overall neutral for MS equity.

The note targets yield-seeking investors. A 7-8% fixed coupon beats risk-free rates, yet the estimated value at only ~92% of face implies an 8% initial cost load. Monthly auto-call at 100% restricts duration when markets rise, capping earned yield. From the issuer’s perspective, the structure monetises investors’ hunt for income while transferring equity downside and funding benefits to Morgan Stanley. Because volumes of such notes are typically modest relative to Morgan Stanley’s balance sheet, the offering is not materially accretive or dilutive to MS earnings; hence, I view the announcement as neutral for shareholders.

Risk Analyst

TL;DR: Buyers take concentrated product, liquidity and credit risk for capped upside; buffer offers limited protection.

The 15% buffer mitigates moderate index declines but leaves investors exposed beyond that, as illustrated by a potential $450 loss at a 45% index drop. The 4% decrement inherently drags index performance, making buffer breaches likelier versus the parent S&P 500. Early redemption risk creates reinvestment uncertainty. Secondary market may trade at discounts given the $920 indicative value and lack of listing. Credit-spread widening at Morgan Stanley would directly erode market value. These factors render the note suitable only for investors comfortable with structured credit risk.

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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): June 25, 2025

LivePerson, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware			0-30141			13-3861628
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

530 7th Ave, Floor M1

New York, New York 10018

(Address of principal executive offices, with zip code)

(212) 609-4200

Registrant’s telephone number, including area code

N/A

(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			LPSN			The Nasdaq Stock Market LLC
Rights to Purchase Series A Junior Participating Preferred Stock			None			The Nasdaq Stock Market LLC

Indicate 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.

As further described under Item 5.07 below, at the Annual Meeting (as defined below), the stockholders of LivePerson, Inc. (the “Company”) approved an amendment to the Company's Amended and Restated 2019 Stock Incentive Plan (A) to authorize an increase in the number of shares of the Company's common stock authorized for issuance under the plan by 5,340,000 shares and (B) to clarify that any dividend or dividend equivalent rights provided as part of any award under the plan may not allow for dividends to be paid currently, but rather all such dividends must be accrued and paid only when and if the underlying award vests. Descriptions of the material terms of the plan are set forth under the heading “Proposal No. 4 Amendment to the Amended and Restated 2019 Stock Incentive Plan” in the proxy statement filed by the Company with the Securities and Exchange Commission on May 22, 2025, which description is hereby incorporated into this Item 5.02 by reference. The description included and incorporated by reference above is qualified by reference to the text of the amendment to the plan, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The Company’s Board of Directors had previously adopted the amendment to the Amended and Restated 2019 Stock Incentive Plan, subject to stockholder approval. All executive officers of the Company are eligible to participate in the plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders virtually via live audio webcast on June 25, 2025 (the “Annual Meeting”). As of May 1, 2025, the record date for the Annual Meeting, there were a total of 93,849,817 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, constituting all of the outstanding voting securities of the Company. At the Annual Meeting, the holders of 48,125,161 shares of the Company’s common stock were represented in person or by proxy, and therefore a quorum was present.

At the Annual Meeting, the stockholders elected the following Class I director nominees to serve on the Company’s Board of Directors until the Company’s 2028 Annual Meeting of Stockholders, and until such directors’ successors shall have been duly elected and qualified, with the following voting results:

Director

Votes For

Votes Withheld

Abstain

Broker Non-Votes

Vanessa Pegueros

22,627,510

628,394

N/A

24,869,257

Director

Votes For

Votes Withheld

Abstain

Broker Non-Votes

William G. Wesemann

22,605,895

650,009

N/A

24,869,257

At the Annual Meeting, the stockholders also ratified the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2025 with the following voting results:

Votes For						Votes Against						Abstain						Broker Non-Votes
46,869,146						1,128,047						127,968						—

At the Annual Meeting, the stockholders also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following voting results:

Votes For						Votes Against						Abstain						Broker Non-Votes
22,090,218						1,043,191						122,495						24,869,257

At the Annual Meeting, the stockholders also approved an amendment to the Amended and Restated LivePerson, Inc. 2019 Stock Incentive Plan to increase the number of shares of the Company’s common stock available for issuance thereunder and to make certain other changes thereto, as described under Item 5.02, with the following voting results:

Votes For						Votes Against						Abstain						Broker Non-Votes
21,743,431						1,339,633						172,840						24,869,257

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents are included as exhibits to this report:

Exhibit No.						Description
10.1						Amendment to the Amended and Restated LivePerson, Inc. 2019 Stock Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date:    July 1, 2025

LIVEPERSON, INC.

(Registrant)

By:    /s/ Monica L. Greenberg    

Monica L. Greenberg

Executive Vice President, Policy and General Counsel

FAQ

What is the ticker symbol for the index underlying Morgan Stanley's SPXF40D4 buffered securities?

The securities are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4).

How often can the SPXF40D4 notes be automatically called?

Starting 12 months after issuance, the notes are evaluated monthly; if the index closes at or above its initial level, they are redeemed at par.

What coupon rate do the Morgan Stanley buffered auto-callable securities pay?

The securities pay a fixed coupon of 7.00% to 8.00% per annum, distributed monthly.

How much principal protection do investors have in these notes?

There is a 15% buffer; if the index falls ≤15% at maturity, investors receive full principal. Losses accrue 1-for-1 below that level, up to an 85% maximum loss.

What is the estimated value of the SPXF40D4 buffered securities at pricing?

Morgan Stanley estimates the value at $920.10 per $1,000 note, within ±$55, reflecting issuance and hedging costs.

Are the securities listed on an exchange for secondary trading?

No, the notes will not be listed; secondary trading, if any, will be limited and may occur at prices below face value.