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BCS

Current Report · Items 7.01, 9.01 · 8-K

LivePerson, Inc.

Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On July 23, 2026, LivePerson, Inc. (the “Company”) issued a press release containing a letter to its shareholders highlighting the benefits of the previously-announced pending merger transaction with SoundHound AI, Inc. Also on July 23, 2026, the Company launched a microsite webpage containing certain information relating to the pending merger transaction.…

Filed Jul 23, 2026Accepted Jul 23, 2026, 8:02 AM EDTCIK 1102993Accession 0001193125-26-313370
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Company context

LivePerson (NASDAQ: LPSN) is an enterprise leader in predictable conversational AI. The world’s leading brands use our award-winning Conversational Cloud and Syntrix platforms to connect with millions of customers. We power nearly a billion messages every month, providing uniquely rich data analytics, agent training, and AI evaluation tools to unlock the power of conversational AI for better business outcomes. Learn more at liveperson.com.

Historical securities (1)

Recent company filings

  1. 15-12G filingSep 15, 2026
  2. EFFECT filingSep 9, 2026
  3. EFFECT filingSep 9, 2026
  4. EFFECT filingSep 9, 2026
  5. Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other EventsSep 4, 2026

Registered securities in this filing

LIVEPERSON INC · 8-K · Filed 2026-07-23

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.001 per share

Symbol
LPSN
Exchange
NASDAQ
Classification
COMMON
Status
Historical · closed Sep 4, 2026
Filing context

Context: duration_2026-07-23_to_2026-07-23_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Rights to Purchase Series A Junior Participating Preferred Stock

Symbol
Not supplied
Exchange
NASDAQ
Classification
RIGHT
Filing context

Context: duration_2026-07-23_to_2026-07-23_us-gaap-StatementClassOfStockAxis_us-gaap-SeriesAPreferredStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526313370 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On July 23, 2026, LivePerson, Inc. (the “Company”) issued a press release containing a letter to its shareholders highlighting the benefits of the previously-announced pending merger transaction with SoundHound AI, Inc. Also on July 23, 2026, the Company launched a microsite webpage containing certain information relating to the pending merger transaction. Finally, on July 23, 2026, the Company published a document containing responses to certain questions received from the Company’s investors relating to the pending merger transaction (the “Shareholder FAQ”). A copy of the press release is furnished as Exhibit 99.1, a copy of the microsite webpage is furnished as Exhibit 99.2, and a copy of the Shareholder FAQ is furnished as Exhibit 99.3, to this Current Report on Form 8-K and each is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act, if such subsequent filing specifically references such information. Statement Regarding Forward-Looking Information This communication contains “forward looking statements” within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans, intentions, prospects, financial results and strategies relating to SoundHound AI’s proposed acquisition of LivePerson. Such forward looking statements include, among others, statements regarding the timing of filing the definitive proxy/prospectus and timing of LivePerson’s special meeting, obtaining regulatory approvals, the timing of closing of the proposed acquisition, and the parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including: (1) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between LivePerson and SoundHound; (2) the possibility that the transaction does not close when expected or at all due to the failure to satisfy all of the conditions to closing on a timely basis or at all, including the failure to obtain the required shareholder approvals or to consummate the notes restructuring transactions contemplated by the Notes Restructuring Agreement; (3) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which LivePerson and SoundHound operate; (4) any failure to promptly and effectively integrate the businesses of LivePerson and SoundHound; (5) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (6) reputational risk and potential adverse reactions of LivePerson’s or SoundHound’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the transaction; (7) the diversion of management’s attention and time to the transaction from ongoing business operations and opportunities; and (8) the outcome of any legal proceedings that may be instituted against LivePerson or SoundHound or in connection with the transaction. Further information on factors that could affect the forward looking statements and expectations above are contained in the filings that LivePerson and/or SoundHound AI have filed, or that will be filed, with the U.S. Securities and Exchange Commission (the “SEC”), including as set forth in the Form S-4 and the proxy statement/prospectus contained therein, as well as the documents incorporated by reference therein. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and LivePerson does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. . No Offer or Solicitation This communication is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Additional Information and Where to Find It In connection with the proposed transaction, SoundHound AI has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”) that includes a definitive proxy statement of LivePerson and that constitutes a prospectus of SoundHound AI with respect to the shares of the SoundHound AI common stock to be issued in the proposed transaction, dated July 9, 2026 (the “proxy statement/prospectus”). The proxy statement/prospectus was filed with the SEC on July 9, 2026 by LivePerson, and the mailing of the proxy statement/prospectus began to LivePerson’s stockholders on or about the same date. Each of SoundHound AI and LivePerson may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that SoundHound AI or LivePerson has filed, or may file, with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOUNDHOUND AI AND LIVEPERSON ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about SoundHound AI and LivePerson, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by the Company will be available free of charge on SoundHound AI’s website at https://investors.soundhound.com/financial-information/sec-filings. Copies of the documents filed with, or furnished to, the SEC by LivePerson will be available free of charge on LivePerson’s website at https://ir.liveperson.com/financial-information/sec-filings. The information included on, or accessible through, SoundHound AI’s or LivePerson’s website is not incorporated by reference into this communication. Participants in the Solicitation SoundHound, LivePerson and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors and executive officers of SoundHound, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in SoundHound’s definitive proxy statement for its 2026 annual meeting of stockholders under the heading “Proposal 1 - Election of Directors”, which was filed with the SEC on April 9, 2026 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001840856/000121390026041978/ea0285618-01.htm. Information about the directors and executive officers of LivePerson and their ownership of LivePerson equity interests can be found in the section entitled “Interests of LivePerson Directors and Executive Officers in the Mergers” andl “Owners and Management of LivePerson” included in the proxy/prospectus, which was filed with the SEC on July 9, 2026 and is available at https://www.sec.gov/Archives/edgar/data/1102993/000121390026076759/ea0297465-01.htm. Further information about the directors and executive officers of LivePerson may be found in its amendment to its Annual Report on Form 10-K for the year ended December 31, 2025 under the headings “Directors, Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is available at:https://www.sec.gov/ix?doc=/Archives/edgar/data/0001102993/000110299326000020/lpsn-20251231.htm; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LivePerson’s directors and executive officers; and is in other documents filed by LivePerson with the SEC. Additional information regarding the interests of the participants in the solicitation of proxies will be included in other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.
Filed exhibits (2)
EX-99.1 (by filename) d861476dex991.htm

EX-99.1 2 d861476dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 LivePerson Sends Letter to Stockholders Highlighting Benefits of Pending Transaction with SoundHound AI Provides Opportunity to Participate in Upside of a Combined Company with a Strong Balance Sheet, Greater Scale and Broader Strategic Capabilities Stockholders Encouraged to Vote “FOR” the Transaction Today Visit VoteLivePerson.com for Information on How to Vote NEW YORK, July 23, 2026 - LivePerson (NASDAQ: LPSN) (“LivePerson” or “the Company”), a leading provider of predictable conversational AI, today announced that it has mailed a letter to stockholders encouraging them to vote “FOR” the Company’s previously announced transaction with SoundHound AI, Inc. (NASDAQ: SOUN). A Special Meeting of Stockholders related to the pending transaction will be held on August 20, 2026, and stockholders of record as of close of business on July 6, 2026 are entitled to vote. The letter, the full text of which is below, has been filed with the U.S. Securities and Exchange Commission and is available at www. VoteLivePerson.com with voting instructions and other information about the transaction. Fellow Stockholder, We are writi…

Open exhibit ↗
EX-99.2 (by filename) d861476dex992.htm

EX-99.2 3 d861476dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Support LivePerson’s Merger with SoundHound AI Ownership Calculator x What will LivePerson stockholders receive if the transaction is completed? x What happens if the transaction is not completed? x Can I change my vote if l’ve already voted? Forward-Looking Statements This document contains “forward-looking statements” within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans, intentions, prospects, financial results and strategies relating to SoundHound AI’s proposed acquisition of LivePerson. Such forward-looking statements include, among others, statements regarding the timing of filing the definitive proxy/prospectus and timing of LivePerson’s special meeting, obtaining regulatory approvals, the timing of closing of the proposed acquisition, and the parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expe…

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