LIVEPERSON INC (LPSN) SEC Filings

LivePerson (LPSN): Initial Form 3 filed by director Ryan L. Vardeman as of 10/14/2025. He reports 44,422 shares of common stock, held indirectly. He also reports indirect ownership of 0% Convertible Senior Notes due 2026 convertible into 3,456 shares at a conversion/exercise price of $1,128.39. The filing notes indirect ownership through Palogic entities and includes a standard disclaimer of beneficial ownership except to the extent of pecuniary interest.

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.

LivePerson, Inc. stockholders approved a reverse stock split at a Special Meeting, and the Board set a 1-for-15 reverse split to be effective before market open on October 13, 2025. At the Effective Time every 15 issued and outstanding shares will be combined into one share, and the company will proportionately reduce authorized common shares from 300,000,000 to 20,000,000. The Company will adjust outstanding equity awards, warrants, convertible notes and plan share pools in proportion to the split terms; par value remains unchanged. No fractional shares will be issued; cash will be paid in lieu of fractional shares. Trading is expected to resume on Nasdaq under the existing symbol LPSN with a new CUSIP of 538146309.

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.

This Schedule 13G discloses that Linden Capital L.P. and related entities report beneficial ownership of LivePerson, Inc. common stock as of September 26, 2025. Linden Advisors and Siu Min (Joe) Wong each report beneficial ownership of 12,757,628 shares, representing approximately 8.5% of the outstanding shares. Linden Capital and Linden GP each report beneficial ownership of 12,365,406 shares, about 8.2%. All reporting persons state no sole voting or dispositive power and hold these positions as shared voting and shared dispositive power. The filing also states the holdings include shares held by Linden Capital and 392,222 shares in Managed Accounts.

John DeNeen Collins, CFO and COO of LivePerson, Inc. (LPSN), reported an insider sale tied to RSU vesting. On 09/25/2025 the reporting person disposed of 446,601 shares at $0.629 per share through an automatic sale the issuer executed to cover tax withholding arising from the vesting of restricted stock units (RSUs). After the transaction the reporting person beneficially owned 1,527,209 shares, which includes 1,043,573 unvested RSUs remaining.

This Form 4 shows a routine, issuer‑executed sell‑to‑cover related to equity compensation rather than an open‑market discretionary sale.

LivePerson insider stock sale to cover taxes; officer retains substantial ownership including unvested RSUs. An executive sold 157,203 shares of common stock at $0.639 per share as a withholding sale to cover tax liabilities from vested restricted stock units. After the sale, the reporting person beneficially owns 1,192,230 shares in total, which includes 808,912 unvested RSUs. The transaction was reported on Form 4 and is described as an automatic sale by the issuer to satisfy tax obligations tied to RSU vesting. The disclosure shows continued material ownership by the officer despite the tax-related disposition.

Jeffrey Ford, Chief Accounting Officer of LivePerson, Inc. (LPSN), reported a Form 4 disclosing a sale of common stock on 09/24/2025. The filing shows 59,053 shares were sold at $0.639 per share to cover the reporting person's tax liability related to RSU vesting. After the transaction, the reporting person beneficially owned 406,617 shares, which includes 267,445 unvested restricted stock units (RSUs). The Form 4 was signed by an attorney-in-fact on 09/26/2025. All details reflect routine insider withholding and resulting change in reported beneficial ownership.

LivePerson, Inc. (LPSN) filing a Form 144 reports a proposed sale of common stock following restricted stock vesting. The notice shows 446,601 shares to be sold through Fidelity Brokerage Services with an aggregate market value of $280,956.69 and an approximate sale date of 09/25/2025 on NASDAQ. The shares were acquired on 09/23/2025 via restricted stock vesting and were paid as compensation. The filer also disclosed a prior sale on 07/28/2025 of 21,966 shares for gross proceeds of $22,526.13. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.