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SoundHound AI, Inc. is progressing with the planned acquisition of LivePerson, Inc. and provides revised unaudited pro forma condensed combined financial information that also reflects the earlier Interactions Corporation acquisition. The LivePerson transaction is structured as a two-step merger through two SoundHound subsidiaries, with LivePerson becoming an indirect wholly owned subsidiary.
Estimated preliminary consideration for the LivePerson Merger is $271,835 (in thousands), based primarily on issuing SoundHound common stock valued at $6.21 per share, including 37,316,495 shares for secured noteholders and additional shares and cash for other LivePerson stakeholders. On a pro forma basis as of March 31, 2026, combined assets total $1,015,644 (in thousands), liabilities are $297,431 (in thousands), and stockholders’ equity is $718,213 (in thousands), with goodwill of $274,279 (in thousands) and intangible assets of $290,036 (in thousands).
For the year ended December 31, 2025, pro forma combined revenues are $455,443 (in thousands) with a net loss of $43,723 (in thousands), or basic and diluted net loss per share of $0.10 and $0.32, respectively. For the three months ended March 31, 2026, pro forma revenues are $101,151 (in thousands) and net loss is $24,645 (in thousands), with basic and diluted net loss per share of $0.05 and $0.10.
SoundHound AI, Inc. filed an Amendment No. 2 to a Form S-4 registering shares to be issued in connection with its agreed acquisition of LivePerson, Inc. The transaction will occur as two sequential mergers: Merger Sub I into LivePerson (First Merger) and Merger Sub II into LivePerson (Second Merger).
Under the Merger Agreement, LivePerson holders (other than TASE-held shares) will receive a per-share stock consideration equal to the quotient of a defined Aggregate Consideration Amount of $42,784,532.64 divided by a SoundHound closing price that is floored at $7.00 and capped at $12.00. TASE-held LivePerson shares will receive cash computed under the agreement, with an aggregate TASE cash cap of $7.5 million. The LivePerson board unanimously recommends that stockholders approve the merger at a special meeting on August 20, 2026.
SoundHound AI, Inc. files a Form S-4/A proxy statement/prospectus for its proposed two-step acquisition of LivePerson, Inc., under an Amended and Restated Merger Agreement dated July 2, 2026. LivePerson stockholders (other than certain TASE-held shares) will receive SoundHound common stock as merger consideration, while TASE-held shares will receive cash.
The Aggregate Consideration Amount is stated as $42,784,532.64 (subject to adjustments tied to LivePerson’s cash and certain option exercise prices). The number of SoundHound shares issued per LivePerson share (the Per Share Merger Consideration) will be calculated using the Aggregate Consideration Amount divided by a SoundHound Closing Stock Price derived from a 10-day VWAP subject to a $7.00 floor and a $12.00 cap. The proxy solicits LivePerson stockholder votes to approve the Merger Agreement and related proposals at a special meeting.
SoundHound AI, Inc. entered into an Amended and Restated Merger Agreement to acquire LivePerson, Inc. through a two-step merger structure. LivePerson stockholders will receive SoundHound Class A common stock based on a share-exchange formula that uses an Aggregate Consideration Amount starting from $42,784,532.64, adjusted for LivePerson cash, note repurchases and in-the-money option exercise values, and divided by a Company Closing Stock Price bounded between $7 and $12 per share.
Most LivePerson equity awards are either cashed out at closing value, assumed into new SoundHound-based awards, or cancelled, depending on whether they are in the money and on holder status. TASE-listed LivePerson shares will instead receive cash based on a separate formula tied to the stock-based merger consideration, with total cash for these TASE shares capped at $7,500,000.
The deal remains subject to LivePerson stockholder approval, specified regulatory and stock-exchange approvals, effectiveness of a Form S-4 registration statement, completion of related notes restructuring transactions, and customary accuracy and covenant conditions. If the merger fails under certain circumstances—including an adverse recommendation change or superior proposal—LivePerson must pay SoundHound a $5,000,000 termination fee plus transaction expenses, with such expense reimbursement capped at $3,750,000 in specific notes-related failures. Both boards have approved the amended agreement, and LivePerson’s board continues to recommend stockholder approval, subject to the agreement’s terms.
SoundHound AI, Inc. Chief Operating Officer Michael Zagorsek reported an open-market sale of 64,994 shares of Class A common stock at an average price of $7.4578 per share on June 15, 2026. According to the footnote, the sale was made to satisfy tax withholding obligations related to vesting restricted stock units. After this transaction, he directly holds 1,669,497 shares of Class A common stock.
SOUNDHOUND AI, INC. Chief Technology Officer Timothy Stonehocker reported a sale of 18,802 shares of Class A Common Stock on June 15, 2026 at an average price of $7.4578 per share. According to the footnote, the sale was made to satisfy tax withholding obligations tied to vesting restricted stock units granted in 2022, 2023 and 2024. Following this transaction, Stonehocker directly holds 502,290 shares, indicating he retains a substantial equity position in the company.
SoundHound AI, Inc. director and Chief Product Officer James Ming Hom reported an open-market sale of 28,843 shares of Class A common stock at an average price of $7.4578 per share. According to the footnote, the sale was made to satisfy tax withholding obligations from vesting restricted stock units. After the transaction, he directly holds 743,521 shares of Class A common stock.
SOUNDHOUND AI, INC. CEO and director Keyvan Mohajer reported an open-market sale of 126,540 shares of Class A common stock at an average price of $7.4578 per share.
According to the footnote, this sale was made to satisfy tax withholding obligations tied to previously granted restricted stock units. After the transaction, Mohajer directly holds 1,947,237 shares, indicating he retains a substantial equity stake in the company.
SoundHound AI, Inc. executive Majid Emami, the CSO and SVP of Engineering and a more than 10% owner, reported an open-market sale of 28,843 shares of Class A Common Stock at an average price of $7.4578 per share. According to the filing, this sale was made to satisfy tax withholding obligations arising from the vesting of restricted stock units granted on multiple prior dates. After this transaction, Emami directly holds 472,983 shares, indicating this was a compensation-related, routine tax event rather than a full reduction of his equity position.