LivePerson names Ryan Vardeman to board; discloses $1.3M, $3.3M

LivePerson, Inc. appointed Ryan L. Vardeman as a Class III director effective October 14, 2025, with a term expiring at the 2027 Annual Meeting of Stockholders.

Rhea-AI Filing Summary

LivePerson, Inc. appointed Ryan L. Vardeman as a Class III director effective October 14, 2025, with a term expiring at the 2027 Annual Meeting of Stockholders. He was nominated pursuant to the previously announced Exchange Agreement with certain former holders of the Company’s 0% Senior Convertible Notes due 2026, following the Company’s standard governance processes.

The Company disclosed under Item 404(a) that Palogic Value Fund, LP—affiliated with Mr. Vardeman—participated as a Noteholder in the exchange and received approximately $1.3 million in cash, approximately $3.3 million principal amount of Second Lien Senior Subordinated Secured Notes due 2029, 1,592,984 shares (or 106,198 post‑reverse‑split) of common stock, and 762 shares of Series B Fixed Rate Convertible Perpetual Preferred Stock. Mr. Vardeman will receive standard director compensation and an initial equity grant under the Amended and Restated 2019 Stock Incentive Plan. A press release announcing the appointment is furnished as Exhibit 99.1.

Insights

Governance & Disclosure Analyst

Director added via prior exchange agreement; related-party terms disclosed.

LivePerson added Ryan L. Vardeman to its board as a Class III director on October 14, 2025, with the nomination tied to an Exchange Agreement involving former holders of 0% Senior Convertible Notes due 2026. The filing also notes standard director pay and an initial equity grant under the 2019 plan.

Item 404(a) details that Palogic Value Fund, LP, affiliated with Mr. Vardeman, participated in the exchange and received $1.3 million in cash, $3.3 million principal of Second Lien Senior Subordinated Secured Notes due 2029, 1,592,984 shares (or 106,198 post‑reverse‑split) of common stock, and 762 shares of Series B Fixed Rate Convertible Perpetual Preferred Stock. This is standard related‑party transparency.

Committee assignments will be disclosed later. Actual governance impact depends on future board roles and decisions; the event itself is administrative and does not change financial outlook.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

Who did LivePerson (LPSN) appoint to its board and when?

LivePerson appointed Ryan L. Vardeman as a Class III director effective October 14, 2025.

What is the term of Ryan Vardeman’s directorship at LPSN?

His term expires at LivePerson’s 2027 Annual Meeting of Stockholders.

Why was Ryan Vardeman nominated to the LivePerson board?

He was nominated under the Exchange Agreement with former holders of the Company’s 0% Senior Convertible Notes due 2026, alongside standard governance review.

What related-party exchange consideration did Palogic Value Fund receive?

Approximately $1.3 million cash; $3.3 million principal of Second Lien Senior Subordinated Secured Notes due 2029; 1,592,984 common shares (or 106,198 post‑reverse‑split); and 762 Series B preferred shares.

What compensation will Ryan Vardeman receive from LivePerson?

He will receive standard annual director fees and an initial equity grant under the Amended and Restated 2019 Stock Incentive Plan.

Did LivePerson provide a press release about the appointment?

Yes. A press release dated October 20, 2025 is furnished as Exhibit 99.1.

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

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Accepted by SEC EDGAR 10/20/2025 - 01:52 PM Learn about SEC filing dates

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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): October 14, 2025

LivePerson, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-41926			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.

On October 14, 2025, the Board of Directors (the “Board”) of LivePerson, Inc. (the “Company”) appointed Ryan L. Vardeman as a Class III director of the Board, with a term expiring as of the Company’s 2027 Annual Meeting of Stockholders. Mr. Vardeman was nominated pursuant to the terms of the previously announced Exchange Agreement, dated August 11, 2025 (the “Exchange Agreement”), by and among the Company and certain former holders (each, a “Noteholder”, and collectively, the “Noteholders”) of the Company’s 0% Senior Convertible Notes due 2026 (the “2026 Notes”), together with thorough review pursuant to the Company’s standard nominating and corporate governance processes. Any committee appointments for Mr. Vardeman will be subsequently disclosed.

Mr. Vardeman serves as a principal of Palogic Value Management, L.P., a Dallas, Texas based investment management company co-founded by Mr. Vardeman in January 2007. Mr. Vardeman has extensive corporate strategy, operating, financial and investment experience including capital structure analysis, with a focus on small-cap equities, and investing in a broad range of industries with an emphasis on technology and software companies. Mr. Vardeman previously served on the board of directors of BSQUARE Corporation from 2018 to 2023 (including serving as the Chairman of the board of directors, Chairman of the Compensation Committee, and a member of the Governance and Nominating Committee), and INTEVAC, Inc. from November 2024 to March 2025. Mr. Vardeman holds a B.S. in Electrical Engineering and Computer Science from Texas Tech University and an M.B.A. from the Owen Graduate School of Management at Vanderbilt University.

Mr. Vardeman will receive standard annual director fees and benefits, as well as an initial grant of equity under the Company’s Amended and Restated 2019 Stock Incentive Plan.

The Company intends to enter into its form of director and executive officer indemnification agreement with Mr. Vardeman, a copy of which has been filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2012.

Item 404(a) disclosure

Palogic Value Fund, LP, the general partner of which is Palogic Value Management LP, participated as a Noteholder in the transactions contemplated by the Exchange Agreement, and received as consideration for the exchange of its 2026 Notes (i) approximately $1.3 million in cash, (ii) approximately $3.3 million principal amount of the Company’s Second Lien Senior Subordinated Secured Notes due 2029, (iii) 1,592,984 shares (or 106,198 shares on a post-reverse-split basis) of the Company’s common stock, par value $0.001 per share, and (iv) 762 shares of the Company’s Series B Fixed Rate Convertible Perpetual Preferred Stock.

Item 8.01 Other Events.

On October 20, 2025, the Company issued a press release announcing the appointment of Mr. Vardeman. A copy of this press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.						Description
99.1						Press Release issued by the Company on October 20, 2025.
104.1						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:    October 20, 2025                

LIVEPERSON, INC.

(Registrant)

By:    /s/ MONICA L. GREENBERG    

Monica L. Greenberg

Executive Vice President, Policy and General Counsel