LivePerson's SEC filings document material events for an operating software company focused on conversational AI. Recent Form 8-K reports furnish quarterly results for the LivePerson business, including revenue, adjusted EBITDA commentary, customer activity and recurring-revenue measures tied to its enterprise and mid-market customer base.
The filings also record governance and capital-structure matters, including board appointments, committee assignments, charter amendments, authorized-share changes, reverse stock split actions, rights to purchase Series A Junior Participating Preferred Stock, and material-agreement references connected to prior convertible note matters.
Dan Fletcher, a director of LivePerson, Inc. (LPSN), was granted 200,000 restricted stock units (RSUs) on 08/25/2025 under the company's 2019 Stock Incentive Plan. Each RSU represents a contingent right to one share of common stock and the award will fully vest on 08/25/2026. After the grant, the reporting person beneficially owns 280,000 unvested RSUs. The Form 4 was signed by an attorney-in-fact on 08/27/2025. The filing discloses a standard equity compensation award to a director; no cash consideration was paid for the RSUs.
LivePerson director Vanessa Pegueros was granted 200,000 restricted stock units (RSUs) under the LivePerson, Inc. 2019 Stock Incentive Plan on 08/25/2025. Each RSU represents a contingent right to receive one share of common stock and the awarded RSUs will fully vest on 08/25/2026. After the grant, the reporting person is shown as beneficially owning 339,993 shares, which the filer notes includes 280,000 unvested RSUs held following the transaction. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/27/2025.
LivePerson, Inc. is soliciting shareholder approval at a virtual Special Meeting for two corporate charter amendments. The first would authorize a reverse stock split at a ratio between 1-for-5 and 1-for-20, with the Board permitted to set the final ratio and implementation timing within one year if approved. The second would increase authorized common shares by 1.5x, enabling automatic conversion of outstanding Series B Fixed Rate Convertible Perpetual Preferred Stock into a fixed number of common shares if approved. The Series B carries a $1,000 stated value, a Regular Dividend of 15% (increasing to 20% if outstanding after one year), and conversion and voting terms that would dilute existing common holders if conversion occurs. The Board and certain Noteholders and executives have agreed to vote in favor of both proposals.
Vector Capital-affiliated persons filed Amendment No. 3 to a Schedule 13D reporting collective beneficial ownership of 7,983,818 shares of LivePerson, Inc. common stock, representing 8.26% of the issued and outstanding shares based on 96,624,957 shares as of August 1, 2025. The cover pages show no sole voting or dispositive power; all reported power is shared. The filing states recent transactions during the prior 60 days were executed in open market transactions and references Exhibit 99.1 for details. Source of funds entries include AF and WC.
Vector Capital-affiliated persons filed Amendment No. 3 to a Schedule 13D reporting collective beneficial ownership of 7,983,818 shares of LivePerson, Inc. common stock, representing 8.26% of the issued and outstanding shares based on 96,624,957 shares as of August 1, 2025. The cover pages show no sole voting or dispositive power; all reported power is shared. The filing states recent transactions during the prior 60 days were executed in open market transactions and references Exhibit 99.1 for details. Source of funds entries include AF and WC.
LivePerson, Inc. has filed a Form S-8 to register an additional 5,340,000 shares of its Common Stock for issuance under its Amended and Restated 2019 Stock Incentive Plan. Stockholders approved an amendment to this plan at the 2025 annual meeting, increasing the number of shares that may be issued as equity awards to eligible employees, officers and directors of the company and its affiliates. The filing incorporates by reference LivePerson’s existing Exchange Act reports and prior S-8 registrations for the same plan and includes customary indemnification provisions for directors and officers under Delaware law.
Insider sales by Vector Capital and affiliated parties reduced their stake in LivePerson Inc. (LPSN) across three days in August 2025. The Form 4 shows Vector Capital Management, L.P., Vector Capital, L.L.C. and Alexander R. Slusky reporting sales of Common Stock on 08/12/2025 (706,991 shares at a weighted average price of $1.0203), 08/13/2025 (955,412 shares at $0.9918) and 08/14/2025 (252,776 shares at $0.9774). After these transactions the reported beneficial ownership declined from 10,192,465 shares to 8,984,277 shares held indirectly through Vector Capital VI, L.P. The filing states that VCM, VCLLC and Mr. Slusky may be deemed to beneficially own the shares held by VCVI but disclaim ownership except to their pecuniary interest.
Vector Capital entities and Alexander R. Slusky report a shared beneficial ownership of 8,984,277 shares of LivePerson, Inc. common stock, representing 9.29% of the outstanding shares based on 96,624,957 shares outstanding as of August 1, 2025. The ownership is recorded across Vector Capital VI, L.P.; Vector Capital Management, L.P.; Vector Capital, L.L.C.; and Alexander R. Slusky, each showing 0 sole voting power and 8,984,277 shared voting and dispositive power. The filing states that recent transactions by the reporting persons in the past 60 days were executed in open market transactions and are detailed in Exhibit 99.1. The Schedule 13D amendment identifies source-of-funds codes and organizational jurisdictions for the reporting entities.
LivePerson reported weaker second-quarter results for the period ended June 30, 2025, with revenue of $59.6 million, down from $79.9 million a year earlier, and six-month revenue of $124.3 million versus $165.0 million in 2024, reflecting a large year-over-year decline. The company recorded a net loss of $15.7 million for the quarter and a six-month net loss of $29.8 million, compared with net income of $41.8 million and $6.2 million in the comparable 2024 periods, when the prior year benefited from gains on debt extinguishment. Interest expense rose materially to $7.9 million for the quarter, driven by the company’s debt structure.
The balance sheet shows $162.0 million of cash, total assets of $604.2 million, and total liabilities of $686.6 million, producing negative stockholders’ equity of $82.4 million and an accumulated deficit of $1.021 billion. Convertible and other senior notes carry a combined carrying value of $537.9 million. Contracted remaining performance obligations totaled $197.2 million, with 96% expected to be recognized within 24 months. The filing discloses a post-period negotiated exchange agreement to restructure a large portion of 2026 notes into cash, 2029 second-lien notes and equity that could result in substantial dilution equal to up to 39% of fully diluted common stock upon closing.
LivePerson, Inc. furnished a Current Report announcing it issued a press release with results of operations and financial condition for the quarter ended June 30, 2025. The filing states the press release is included as Exhibit 99.1 and that the Interactive XBRL cover page is filed as Exhibit 104. The company expressly notes the information furnished under Item 2.02 is not to be deemed "filed" under the Exchange Act and will not be incorporated by reference into other filings unless specifically referenced. The report is signed on behalf of the registrant by John Collins, Chief Financial Officer and Chief Operating Officer.
LivePerson, Inc. furnished a Current Report announcing it issued a press release with results of operations and financial condition for the quarter ended June 30, 2025. The filing states the press release is included as Exhibit 99.1 and that the Interactive XBRL cover page is filed as Exhibit 104. The company expressly notes the information furnished under Item 2.02 is not to be deemed "filed" under the Exchange Act and will not be incorporated by reference into other filings unless specifically referenced. The report is signed on behalf of the registrant by John Collins, Chief Financial Officer and Chief Operating Officer.
LivePerson entered an exchange to replace approximately $341.1 million of its outstanding 0% Convertible Senior Notes due 2026 with a mix of cash, secured debt and equity that will materially change its capital structure. Under the agreement the company will pay $45.0 million in cash, issue $115.0 million aggregate principal of 10.0% Second Lien Senior Subordinated Secured Notes due December 15, 2029 (interest initially payable in-kind), and issue common stock and 90,000 shares of Series B Preferred Stock that, together with common equity issued at closing, will convert into an amount equal to 39.0% of fully diluted common stock as of closing.
The New Secured Notes bear 10.0% annual interest with 100% PIK through March 15, 2027, optional cash/PIK payments thereafter, and contain customary secured junior covenants and make-whole and fundamental change repurchase provisions. Series B Preferred Stock accrues a 15.0% regular dividend (rising to 20.0% after one year), votes on an as-converted basis and converts automatically if a stockholder-approved charter amendment increasing authorized common shares is adopted. The board also adopted bylaws reducing the quorum for special stockholder meetings to 33 1/3%. The company disclosed an internal year-end liquidity range of $92 million to $130 million for each fiscal year ending December 31, 2025–2029, exclusive of certain effects of the Exchange. Closing is expected prior to September 30, 2025, subject to closing conditions.
LivePerson entered an exchange to replace approximately $341.1 million of its outstanding 0% Convertible Senior Notes due 2026 with a mix of cash, secured debt and equity that will materially change its capital structure. Under the agreement the company will pay $45.0 million in cash, issue $115.0 million aggregate principal of 10.0% Second Lien Senior Subordinated Secured Notes due December 15, 2029 (interest initially payable in-kind), and issue common stock and 90,000 shares of Series B Preferred Stock that, together with common equity issued at closing, will convert into an amount equal to 39.0% of fully diluted common stock as of closing.
The New Secured Notes bear 10.0% annual interest with 100% PIK through March 15, 2027, optional cash/PIK payments thereafter, and contain customary secured junior covenants and make-whole and fundamental change repurchase provisions. Series B Preferred Stock accrues a 15.0% regular dividend (rising to 20.0% after one year), votes on an as-converted basis and converts automatically if a stockholder-approved charter amendment increasing authorized common shares is adopted. The board also adopted bylaws reducing the quorum for special stockholder meetings to 33 1/3%. The company disclosed an internal year-end liquidity range of $92 million to $130 million for each fiscal year ending December 31, 2025–2029, exclusive of certain effects of the Exchange. Closing is expected prior to September 30, 2025, subject to closing conditions.