Item 5. Market for Registrant’s Common Equity
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our common stock trades on The NASDAQ Global Market, or NASDAQ, under the symbol “FIVN.”
Number of Common Stock Holders
On February 13, 2026, there were 13 stockholders of record of our common stock who held an aggregate of 76,495,680 shares of our common stock. We believe that there are a substantially greater number of beneficial owners of our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. In addition, while our convertible senior notes do not prohibit payment of dividends, any dividends declared and paid by our board of directors would result in an adjustment to the conversion rate of such notes such that additional shares would be issuable upon conversion. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, including under any future loan facilities, general business conditions and other factors that our board of directors may deem relevant.
Stock-Based Compensation
For information on securities authorized for issuance under our equity compensation plans, see ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In October 2025, our Board of Directors approved the 2025 Repurchase Program, which authorized the repurchase of up to $150.0 million of our common stock through December 31, 2027. The shares may be repurchased at management’s discretion, either on the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, blackout periods and other corporate developments. Purchases may occur from time to time and no maximum purchase price has been set.
On November 11, 2025, we entered into the ASR program with JPMorgan Chase Bank, National Association, or JPM. Under the terms of the ASR program, we repurchased $50 million in common stock, with an initial delivery of approximately 1,926,782 shares received on November 12, 2025, representing approximately 80% of the total number of shares expected to be purchased under the ASR program. The ASR program was completed on February 2, 2026, which resulted in delivery of 701,517 additional shares. The final share settlement was based on the average daily volume-weighted average price of our shares, netted against the initial delivery.
As of December 31, 2025, $100.0 million remained available under the 2025 Repurchase Program. See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein for additional information about our share repurchase program.
The following table presents stock repurchases by us during the three-month period ended December 31, 2025:
55
Table of Contents
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
October 1, 2025 - October 31, 2025 — $ — — $ 150,000,000
November 1, 2025 - November 30, 2025 1,926,782 20.76 1,926,782 110,000,000
December 1, 2025 - December 31, 2025 — — — 110,000,000
Total Fourth Quarter 2025 1,926,782 $ 20.76 1,926,782
(1) On November 12, 2025, we received an initial delivery of 1,926,782 shares of our common stock at an initial price of $20.76 per share, representing an initial delivery of approximately 80% of the total number of shares expected to be purchased under the ASR program. Upon the final settlement of the ASR program on February 2, 2026, we received 701,517 additional shares based upon the average daily volume-weighted average price of our shares, netted against the initial delivery.
Stock Performance Graph
The graph below compares the cumulative total return on our common stock with that of the Russell 2000 Index, and the NASDAQ Computer Index. The period shown commences on December 31, 2020 and ends on December 31, 2025. The graph assumes $100 was invested at the close of market on December 31, 2020 in the common stock of Five9, the Russell 2000 Index, and the NASDAQ Computer Index, and assumes the reinvestment of any dividends. The stock price performance on the following graph is not intended to forecast or be indicative of future stock price performance of our common stock.
56
Table of Contents
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Five9, Inc. under the Securities Act of 1933, as amended, or the Securities Act of 1934 Exchange, as amended.
ITEM 6. [Reserved]