What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 26 added, 51 removed, 143 unchanged (35% of the section changed)

14 unchanged sentences

Rule 10b5-1 Plans

During the fiscal quarter ended December 31, 2024, none of the Company’s directors and officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement other than as set forth herein:

Name Title Adoption Date Expiration Date Aggregate # of securities to be sold (1)

Aggregate # of securities to be purchased Type of Arrangement (2)

Andy Dignan Chief Operating Officer Dec.

10, 2024 Dec.

31, 2025 39,996 — Rule 10b5-1 trading arrangement

Leena Mansharamani Chief Accounting Officer Dec.

10, 2024 Dec.

31, 2025 9,252 — Rule 10b5-1 trading arrangement

______________________

(1) Does not include an additional indeterminable number of shares permitted to be sold pursuant to the Rule 10b5-1 trading arrangement following the sales of securities outside of the Rule 10b5-1 trading arrangement in order to satisfy tax obligations upon the vesting of restricted stock units.

(2) The Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

During the fiscal quarter ended December 31, 2025, none of the Company’s directors and officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

13 unchanged sentences

Principal Accountant Fees and Services

The information required by this Item is incorporated herein by reference to information contained in the 2025 Proxy Statement, including “Proposal No.

4 — Ratification of Appointment of Independent Registered Public Accounting Firm.”

The information required by this Item is incorporated herein by reference to information contained in the 2026 Proxy Statement, including “Ratification of Appointment of Independent Registered Public Accounting Firm.”

Exhibits and Financial Statement Schedules

4 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income ( Loss )

Consolidated Statements of Stockholders ' Equity

18 unchanged sentences

001-36383) and incorporated by reference herein).

Indenture, dated as of May 27, 2020, between Five 9, Inc.

Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on May 28, 2020 (File No.

001-36383) and incorporated by reference herein).

Form of 0.500% Convertible Senior Notes due 2025 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on May 28, 2020 (File No.

001-36383) and incorporated by reference herein).

Indenture, dated as of March 1, 2024, between Five 9, Inc.

1 unchanged sentence

001-36383) and incorporated by reference herein).

Exhibit Index

Exhibit Number Description

Form of 1.00% Convertible Senior Notes due 2029 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on March 1, 2024 (File No.

2 unchanged sentences

001-36383) and incorporated by reference herein).

Confirmation Letter between the Registrant and Barry Zwarenstein (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 3, 2014 (File No.

333-194258) and incorporated by reference herein).

Offer Letter between the Registrant and Michael Burkland (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2022 (File No.

001-36383) and incorporated by reference herein).

Amended and Restated 2004 Equity Incentive Plan (filed as Exhibit 10.8 to Amendment No.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 3, 2014 (File No.

333-194258) and incorporated by reference herein).

Amendment to Five9, Inc.

Amended and Restated 2004 Equity Incentive Plan, effective March 6, 2014 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2014 (File No.

001-36383) and incorporated by reference herein).

Exhibit Index

Exhibit Number Description

2014 Equity Incentive Plan and related form agreements (filed as Exhibit 10.9 to Amendment No.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2014 (File No.

5 unchanged sentences

333-194258) and incorporated by reference herein).

2019 Key Employee Severance Benefit Plan (filed as Exhibit 10.1 to the Company’s Current Report Form 8-K filed with the SEC on February 18, 2025 (File No.

2019 Key Employee Severance Benefit Plan , as Amended (filed as Exhibit 10.1 to the Company’s Current Report Form 8-K filed with the SEC on February 18, 2025 (File No.

001-36383) and incorporated by reference herein).

3 unchanged sentences

001-36383) and incorporated by reference herein).

Form of Capped Call Confirmation (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 28, 2020 (File No.

001-36383) and incorporated by reference herein).

Form of Capped Call Confirmation (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 1, 2024 (File No.

7 unchanged sentences

001-36383) and incorporated by reference herein).

Exhibit Index

Exhibit Number Description

Form of Five9 Inc.

7 unchanged sentences

001-36383) and incorporated by reference herein).

Performance-Based Restricted Stock Unit Grant Notice and Award Agreement for 2025-2027 Performance Period - 2014 Equity Incentive Plan

Performance-Based Restricted Stock Unit Grant Notice and Award Agreement for 2025-2027 Performance Period - 2014 Equity Incentive Plan (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2025 (File No.

001-36383) and incorporated by reference herein).

Performance-Based Restricted Stock Unit Grant Notice and Award Agreement for 2026-2028 Performance Period - 2014 Equity Incentive Plan (Amit Mathradas)

Cooperation Letter Agreement, dated December 8, 2024, between the Company, Anson Funds Management LP, Anson Advisors Inc.

1 unchanged sentence

001-36383) and incorporated by reference herein).

Consulting Agreement between Five9, Inc.

and Daniel Burkland, dated February 7, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2025 (File No.

001-36383) and incorporated by reference herein).

Exhibit Index

Exhibit Number Description

Employment Transition Agreement between Five9, Inc.

and Barry Zwarenstein, dated February 20, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2025 (File No.

and Michael Burkland, dated July 31, 2025 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed with the SEC on July 31, 2025 (File No.

001-36383) and incorporated by reference herein.)

Offer Letter dated December 15, 2025, by and between the Company and Amit Mathradas (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025 (File No.

001-36383) and incorporated by reference herein).

Insider Trading Policy

26 unchanged sentences

February 19, 2026 By:

/s/ Michael Burkland

Michael Burkland

/s/ Amit Mathradas

Amit Mathradas

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Michael Burkland and Barry Zwarenstein, and each of them, severally, as his or her true and lawful attorneys-in-fact and agents with the power to act, with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Company, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Amit Mathradas and Bryan Lee, and each of them, severally, as his or her true and lawful attorneys-in-fact and agents with the power to act, with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Company, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Michael Burkland Chief Executive Officer, Director February 20, 2025

Michael Burkland (Principal Executive Officer)

/s/ Barry Zwarenstein Chief Financial Officer February 20, 2025

Barry Zwarenstein (Principal Financial Officer)

/s/ Amit Mathradas Chief Executive Officer, Director February 19, 2026

Amit Mathradas (Principal Executive Officer)

/s/ Bryan Lee Chief Financial Officer February 19, 2026

Bryan Lee (Principal Financial Officer)

/s/ Leena Mansharamani Chief Accounting Officer February 19, 2026

Leena Mansharamani (Principal Accounting Officer)

/s/ Jack Acosta Director February 20, 2025

/s/ Susan Barsamian Director February 19, 2026

2 unchanged sentences

Michael Burdiek

/s/ Michael Burkland Chairman of the Board, Director February 19, 2026

Michael Burkland

/s/ Sagar Gupta Director February 19, 2026

2 unchanged sentences

Jonathan Mariner

/s/ Sudhakar Ramakrishna Director February 19, 2026

Sudhakar Ramakrishna

/s/ Maria Walker Director February 19, 2026

/s/ David Welsh Director;

/s/ Robert Zollars Director;

Lead Independent Director February 19, 2026

/s/ Robert Zollars Director February 20, 2025

Robert Zollars

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures