[8-K] LIVEPERSON INC Reports Material Event

Rhea-AI Filing Summary

LivePerson, Inc. stockholders approved an amendment to the Certificate of Incorporation to allow the Board to effect a reverse stock split of Common Stock at a ratio between 1-for-5 and 1-for-20, with the exact ratio to be set by the Board without further stockholder approval. The amendment also reduces the number of authorized shares of Common Stock in the same ratio when the reverse split is implemented. The vote occurred with 74,781,018 shares represented, and the record shows Series B Preferred Stock holders were entitled to 16,080,310 votes. The Board may implement the reverse split at any time before October 2, 2026.

Positive

• Shareholder approval grants the Board flexibility to choose a reverse split ratio between 1-for-5 and 1-for-20 before October 2, 2026
• Automatic reduction of authorized shares aligns authorized capital with the selected reverse split ratio, removing the need for a separate amendment when executed
• Quorum achieved with 74,781,018 shares represented, indicating shareholder participation for this decision

Negative

• Range-based authorization allows a sizable consolidation up to 1-for-20, which can materially change share count and per-share metrics when implemented
• Board discretion to set the exact ratio without further stockholder approval concentrates timing and size decisions with management through October 2, 2026

Insights

Corporate Finance Director

Board-authorized reverse split gives management timing and sizing flexibility.

The approved amendment permits a reverse split in a fixed range (1-for-5 to 1-for-20) and automatically proportionally reduces authorized shares when executed, which simplifies the mechanics of a share consolidation.

This approach centralizes execution power with the Board through October 2, 2026, reducing the need for another shareholder vote but concentrating decision timing risk with management; monitor any public announcements specifying the chosen split ratio and implementation date within that window.

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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 2, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 2, 2025, LivePerson, Inc. (the “Company”) held a special meeting of its stockholders virtually via live audio webcast (the “Special Meeting”). As described under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, the stockholders of the Company approved the proposed amendment (the “Stock Increase Charter Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of capital stock of the Company from 200.0 million shares of common stock, par value $0.001 (the “Common Stock”) to 300.0 million shares of Common Stock. The Stock Increase Charter Amendment is described in detail under “Proposal No. 2: Authorized Common Stock Increase Proposal” commencing on page 25 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 17, 2025 (“Proxy Statement”) in connection with the Special Meeting. The Stock Increase Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on October 3, 2025. The description of the Stock Increase Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment No. 2 to the Certificate of Incorporation, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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

As of September 15, 2025, the record date for the Special Meeting, there were a total of 150,594,095 shares of the Company’s Common Stock outstanding, and 26,551 shares of the Company's Series B Fixed Rate Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”) outstanding that entitled holders thereof to an aggregate 16,080,310 votes (which includes the limitation on voting rights imposed by the Beneficial Ownership Limitation (as defined in the Proxy Statement)). The outstanding shares of Common Stock and Series B Preferred Stock as of the record date represented all of the outstanding voting securities of the Company. At the Special Meeting, the holders of 74,781,018 shares of Common Stock and Series B Preferred Stock were represented in person or by proxy, and therefore a quorum was present.

At the Special Meeting, the stockholders approved an amendment to the Certificate of Incorporation (i) to effect a reverse stock split of the Company’s Common Stock, subject to the Board’s discretion, at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of the Board, without further approval or authorization of the Company’s stockholders, prior to October 2, 2026 and, (ii) when the reverse stock split is effected, to decrease the number of authorized shares of the Company’s Common Stock in the same ratio as is selected for the reverse stock split (such amendment, the “Reverse Stock Split Charter Amendment”), with the following voting results:

Votes For						Votes Against						Abstain
88,626,269						2,196,791						19,879

At the Special Meeting, the stockholders also approved the Stock Increase Charter Amendment to increase the number of authorized shares of Common Stock by a factor of 1.5x, prior to giving effect to any reverse stock split approved pursuant to the Reverse Stock Split Amendment, with the following voting results:

Votes For						Votes Against						Abstain
80,456,114						10,351,475						35,350

Item 8.01 Other Events.

Conversion of Series B Preferred Stock

The stockholder approval of the Stock Increase Charter Amendment, and the filing acceptance by the Secretary of State of the State of Delaware of the Stock Increase Charter Amendment resulted in the conversion of all 26,551 shares of Series B Preferred Stock into an aggregate 23,217,594 shares of Common Stock, which shares are expected to be issued on October 7, 2025.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.						Description
3.1						Certificate of Amendment No. 2 to the Fourth Amended and Restated Certificate of Incorporation effective as of October 3, 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 7, 2025                

LIVEPERSON, INC.

(Registrant)

By:    /s/ MONICA L. GREENBERG    

Monica L. Greenberg

Executive Vice President, Policy and General Counsel

FAQ

What action did LivePerson (LPSN) stockholders approve?

Stockholders approved a Certificate of Incorporation amendment allowing a reverse stock split of Common Stock at a ratio between 1-for-5 and 1-for-20, to be set by the Board.

By when can LivePerson implement the reverse split?

The Board may effect the reverse stock split at any time prior to October 2, 2026.

Will the number of authorized shares change if the reverse split is done?

Yes. When the reverse split is effected, the authorized shares of Common Stock will be decreased in the same ratio selected for the reverse split.

How many shares were represented at the special meeting?

A quorum was present with 74,781,018 shares of Common Stock and Series B Preferred Stock represented in person or by proxy.

How many votes were Series B Preferred Stock holders entitled to?

Holders of Series B Preferred Stock were entitled to an aggregate of 16,080,310 votes, including the Beneficial Ownership Limitation.