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Item 9A. Controls and Procedures

2024-03-04 compared with 2023-03-16 · 96 added, 92 removed, 106 unchanged (64% of the section changed)

3 unchanged sentences

Disclosure controls and procedures ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed and summarized within the time periods specified in the Securities and Exchange Commission’s rules and forms, and ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, due to certain control deficiencies which aggregated to a material weakness in the Company’s internal control over financial reporting as further described below, our disclosure controls and procedures were not effective as of December 31, 2022.

After giving full consideration to this material weakness, and the additional analyses and other procedures our management performed to ensure that the Company’s consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with GAAP, our management has concluded that the material weakness did not result in any material misstatements to our previously issued financial statements, nor in the financial statements included in this Form 10-K.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Remediation of Previously Reported Material Weakness

As previously reported in Part II, Item 9A.

“Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2022, our management identified control deficiencies that aggregated to a material weakness in the Company’s internal control over financial reporting as of December 31, 2022 .

This material weakness related to the Company’s previously disclosed review of certain transactions related to its subsidiary WildHealth, which was acquired in February 2022, and primarily included a combination of ineffective operation of controls and inadequate controls in certain areas along with formal review, approval and evaluation of manual journal entries.

Our management has concluded that the material weakness did not result in any material misstatements to our previously issued financial statements, nor in the financial statements issued during the year 2023 included in this Form 10-K.

The Company continues to be committed to maintaining a strong internal control environment.

In response to the identified material weakness above, management, with the oversight of the Audit Committee of the Board of Directors, has taken comprehensive actions to remediate the material weakness in internal control over financial reporting.

During the year ended December 31, 2023, we took the following steps to remediate the material weakness discussed above:

• re-evaluated the scope, level of precision and the personnel assigned for review and approval of manual journal entries;

• developed a formal policy related to journal entries and implemented IT system enhancements allowing proper segregation of duties in our journal entry process;

• enhanced procedures for formal review, approval, and evaluation of non-core, complex transactions as well as engagement with government agencies;

• enhanced operational processes and procedures for segregation of duties between accounting and contracting approval functions for non-core, complex transactions.

For the year ended December 31, 2023, we completed our testing of the operating effectiveness of the implemented controls and procedures and determined that they were effective.

As a result, we have concluded the material weakness identified above has been remediated as of December 31, 2023.

Management’s Annual Report on Internal Control over Financial Reporting

2 unchanged sentences

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As a result of its review, management identified deficiencies in the Company’s internal control over financial reporting as of December 31, 2022 that in the aggregate constitute a material weakness as further discussed below.

As a result, our management concluded that as of December 31, 2022, our internal control over financial reporting was not effective.

The control deficiencies, which in aggregate constitute a material weakness, were identified in connection with the Company’s previously disclosed review of certain transactions related to its subsidiary WildHealth, which was acquired in February 2022, and primarily include a combination of ineffective operation of controls and inadequate controls related to:

formal review, approval, and evaluation of non-core, complex transactions as well as engagement with government agencies;

segregation of duties between accounting and contracting approval functions for non-core, complex transactions;

and formal review, approval and evaluation of manual journal entries.

Remediation Plan

Our management is committed to maintaining a strong internal control environment.

In response to the material weakness discussed above, management, with the oversight of the Audit Committee of the Board of Directors, has dedicated substantial attention and resources to improve our internal controls.

The identified control deficiencies are already in the process of being remediated, primarily through the development and implementation of new controls and enhanced procedures

for formal review, approval, and evaluation of non-core, complex transactions as well as engagement with government agencies, enhanced accounting staff, enhanced procedures for segregation of duties between accounting and contracting approval functions for non-core, complex transactions, and additional procedures and information technology systems for formal review, approval and evaluation of manual journal entries.

While the foregoing measures are intended to effectively remediate the material weakness described above, it is possible that additional or amended remediation steps will be necessary.

As such, the Company will continue to evaluate and implement its remediation plan, and its management may decide to take additional measures to address the control deficiencies that led to the material weakness or modify the remediation steps described above.

The material weakness cannot be considered fully remediated until the applicable remedial controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively, and we cannot at this time estimate how long it will take to successfully remediate the material weakness.

Until the material weakness is remediated, the Company plans to continue to perform procedures to help ensure that its consolidated financial statements are prepared in accordance with GAAP.

The effectiveness of the internal control over financial reporting as of December 31, 2022 has been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 did not include the internal controls of WildHealth as this business was acquired in February 2022, as discussed in Note 9 – Acquisitions to the consolidated financial statements.

This acquisition represented less than 1% of total assets excluding goodwill and intangibles, net, 2% of total revenue, and 10% of total net loss of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Based on that assessment, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

The effectiveness of the internal control over financial reporting as of December 31, 2023 has been audited by BDO USA, P.C., an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Limitations of the Effectiveness of Internal Control

2 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

After December 31, 2022, the Company began the remediation steps described above.

Except for the remediation of the material weakness, there have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2023, identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited LivePerson’s (the “Company’s”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as “the financial statements”) and our report dated March 16, 2023 expressed an unqualified opinion thereon.

We have audited LivePerson, Inc.

(the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated March 4, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

6 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness has been identified by management regarding certain transactions related to its subsidiary WildHealth, which was acquired in February 2022, and primarily include a combination of ineffective operation of controls and inadequate controls related to:

formal review, approval, and evaluation of non-core, complex transactions as well as engagement with government agencies;

segregation of duties between accounting and contracting approval functions for non-core, complex transactions;

and formal review, approval and evaluation of manual journal entries.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 financial statements, and this report does not affect our report dated March 16, 2023 on those financial statements.

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of WildHealth, which was acquired on February 7, 2022, and which was included in the consolidated balance sheet of the Company as of December 31, 2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year then ended.

This acquisition constituted less than 1% of total assets as of December 31, 2022, and 2% and 10% of revenues and net loss, respectively, for the year then ended.

Management did not assess the effectiveness of internal control over financial reporting of WildHeath because of the timing of

the acquisition which was completed on February 7, 2022.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of WildHealth.

Definition and Limitations of Internal Control over Financial Reporting

5 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

/s/ BDO USA, P.C.

New York, New York

1 unchanged sentence

Other Information

Collins, the Company’s Chief Financial Officer, will serve as the Company’s principal accounting officer effective as of March 16, 2023 (the “Effective Date”) and remains the Company’s principal financial officer.

Collins’ age and biographical information are set forth on page 6 of the Company’s Annual Report on Form 10-K/A, filed with the Securities and Exchange Commission on May 2, 2022, in the section entitled “Directors, Executive Officers and Corporate Governance,” and such biographical information is hereby incorporated by reference into this Item.

The terms of Mr.

Collins’ employment agreement with the Company, which are not changed by his assumption of the role of principal accounting officer, are set forth in the Company’s Current Report on Form 8-K dated August 15, 2022, and such information is hereby incorporated by reference into this Item.

Collins replaced Norman M.

Osumi as the Company’s principal accounting officer as of the Effective Date.

Osumi remains employed with the Company.

(b) During the three months ended December 31, 2023, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulations S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

22 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 16, 2023.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 4, 2024.

LIVEPERSON, INC.

/s/ Robert P.

/s/ JOHN SABINO

Chief Executive Officer

( Principal Executive Officer )

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert P.

LoCascio and John D.

Each person whose signature appears below constitutes and appoints John S.

Sabino, John D.

Collins, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 16, 2023.

Signature Title(s)

/s/ Robert P.

LoCascio Chief Executive Officer and Chairman of the Board of Directors

LoCascio (Principal Executive Officer)

Collins Chief Financial Officer

Collins (Principal Financial Officer and Principal Accounting Officer)

/s/ Bruce Hansen Director

Lavan Director

/s/ Jill Layfield Director

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(s) Date

/s/ John Sabino

Chief Executive Officer and Director

March 4, 2024

John Sabino (Principal Executive Officer )

/s/ John Collins

Chief Financial Officer and Chief Operating Officer

March 4, 2024

John Collins (Principal Financial Officer )

/s/ Jeffrey Ford Senior Vice President and Chief Accounting Officer March 4, 2024

Jeffrey Ford ( Principal Accounting Officer )

/s/ Jill Layfield

Director March 4, 2024

Jill Layfield

/s/ James Miller Director

/s/ Fred Mossler Director

/s/ Vanessa Pegueros Director

/s/ James Miller

Director March 4, 2024

/s/ Bruce Hansen

Director March 4, 2024

/s/ Vanessa Pegueros Director March 4, 2024

Vanessa Pegueros

/s/ William G.

Wesemann Director

/s/ Yael Zheng Director

Director March 4, 2024

/s/ Yael Zhang Director March 4, 2024

EXHIBIT INDEX

Number Description

3.1(a) Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1(a) to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2000 and filed March 30, 2001 (File No.

3.1(a) Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2000 and filed March 30, 2001 (File No.

3.1(b) Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation effective as of November 12, 2019 (incorporated by reference to Exhibit 4.2 to LivePerson’s Registration Statement on Form S-8 filed on November 13, 2019 (File No.

3.2 Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2000 and filed on March 30, 2011 (File No.

4.1 Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to LivePerson’s Registration Statement on Form S-1, as amended (Registration No.

4.2 Second Amended and Restated Registration Rights Agreement, dated as of January 27, 2000, by and among LivePerson, the several persons and entities named on the signature pages thereto as Investors, and Robert LoCascio (incorporated by reference to Exhibit 4.2 to LivePerson’s Registration Statement on Form S-1, as amended (Registration No.

3.2 Third Amended and Restated By-Laws of LivePerson, Inc., as amended (incorporated by reference to Exhibit 3.1 to LivePerson’s Current Report on Form 8-K filed on June 12, 2023 (File No.

3.3 Certificate of Designations of the Series A Junior Participating Preferred Stock of the Company, dated January 22, 2024 (incorporated by reference to Exhibit 3.1 to LivePerson’s Current Report on Form 8-K filed on January 22, 2024)

4.1 Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to LivePerson’s Registration Statement on Form S-1/A filed on March 28, 2000 (Registration No.

333-9 5 689))

4.3 Indenture, dated as of March 4, 2019, by and between LivePerson, Inc.

1 unchanged sentence

4.4 Form of 0.750% Convertible Senior Notes due 2024 (included within the Indenture filed as Exhibit 4.3 hereto)

4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on March 8, 2021 (File No.

4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on March 8, 2021 (File No.

4.6 Indenture, dated as of December 4, 2020, by and between LivePerson, Inc.

1 unchanged sentence

4.7 Form of 0% Convertible Senior Notes due 2026 (included within the Indenture filed as Exhibit 4.6 hereto)

10.1(a)* 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to LivePerson’s Registration Statement on Form S-8 filed on June 9, 2009)

Tax Benefits Preservation Plan, dated as of January 22, 2024, by and between the Company and Equiniti Trust Company, LLC as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Form 8-K filed on January 22, 2024)

Amendment, dated as of February 16, 2024, to the Tax Benefits Preservation Plan, between LivePerson, Inc.

and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Form 8-K filed on February 16, 2024)

10.1(a)* 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to LivePerson’s Registration Statement on Form S-8 filed on June 9, 2009 (File No.

10.1(b)* 2009 Stock Incentive Plan (amended and restated as of June 7, 2012) (incorporated by reference to Exhibit 99.1 to LivePerson’s Current Report on Form 8-K filed on June 8, 2012 (File No.

1 unchanged sentence

10.1(d)* Form of Restricted Stock Unit Award Agreement under the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No.

10.2* Form of Indemnification Agreement entered into with Executive Officers and Directors of LivePerson (incorporated by reference to Exhibit 10.6 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012)

10.3* Agreement between LivePerson and Monica L.

Greenberg, dated as of October 25, 2006 (incorporated by reference to Exhibit 10.8 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012)

10.4* Incentive Plan (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on April 28, 2011)

10.3* Offer Letter Agreement between LivePerson, Inc.

and Monica L.

Greenberg, dated as of October 25, 2006 (incorporated by reference to Exhibit 10.8 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2011, filed March 13, 2012 (File No.

10.4* Incentive Plan effective April 1, 2011 (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on April 28, 2011 (File No.

10.5* Form of Restricted Stock Unit Award Agreement for Robert LoCascio (incorporated by reference to Exhibit 10.13 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No.

10.6* Inducement Plan dated January 19, 2018 (incorporated by reference to Exhibit 10.14 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No.

10.6* LivePerson, Inc.

2018 Inducement Plan, as amended (incorporated by reference to Exhibit 99.1 to LivePerson’s Registration Statement on Form S-8 filed on May, 12, 2022 (File No.

10.7* Amended Employment Agreement between LivePerson and Robert LoCascio, dated as of December 27, 2017 (incorporated by reference to Exhibit 10.15 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No.

10.8* Long Term Incentive Plan dated July 31, 2018 (incorporated by reference to Exhibit 10.1 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 6, 2018 (File No.

10.9 Form of Capped Call Transaction Confirmation relating to the 0.750% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to LivePerson’s Form 8-K filed on March 5, 2019 (000-30141))

10.10 Form of Additional Capped Call Transaction Confirmation relating to the 0.750% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to LivePerson’s Form 8-K filed on March 14, 2019 (000-30141))

10.8 Form of Capped Call Transaction Confirmation relating to the 0.750% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to LivePerson’s Form 8-K filed on March 5, 2019 (File No.

10.9 Form of Additional Capped Call Transaction Confirmation relating to the 0.750% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to LivePerson’s Form 8-K filed on March 14, 2019 (File No.

10.10 Nonstatutory Stock Option Agreement, by and between LivePerson, Inc.

4 unchanged sentences

LoCascio, dated as of February 21, 2019 (incorporated by reference to Exhibit 10.4 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 7,2019 (File No.

10.13* LivePerson, Inc.

2019 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to LivePerson’s Registration Statement on Form S-8 filed on August 14, 2020 (File No.

10.14* LivePerson, Inc.

2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to LivePerson’s Registration Statement on Form S-8 filed on November 13, 2019 (File No.

10.12* Amended and Restated LivePerson, Inc.

2019 Stock Incentive Plan, effective as of October 5, 2023 (incorporated by reference to Exhibit 99.1 to LivePerson’s Registration Statement on Form S-8 filed on November 17, 2023 (File No.

10.13* Amended and Restated LivePerson, Inc.

2019 Employee Stock Purchase Plan, effective as of October 5, 2023 (incorporated by reference to Exhibit 99.2 to LivePerson’s Registration Statement on Form S-8 filed on November 17, 2023 (File No.

10.14 Form of Base Capped Call Transaction Confirmation relating to the 0% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K/A filed on December 10, 2020 (File No.

2 unchanged sentences

and the Starboard parties set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on July 21, 2022 (File No.

10.18* Letter between LivePerson and John D.

10.17* Amended and Restated Offer Letter between LivePerson and John D.

Collins, dated as of August 9, 2022 (incorporated by reference to Exhibit 10.1 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 8, 2022 (File No.

10.19* Offer Letter between LivePerson and Norman Osumi, dated as of January 25, 2021 (incorporated by reference to Exhibit 10.27 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on May 2, 2022 (File No.

10.20* Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan

10.21* Form of Option Agreement under the 2019 Stock Incentive Plan

10.18* Offer Letter between LivePerson and Norman M.

Osumi, dated as of January 25, 2021 (incorporated by reference to Exhibit 10.27 to LivePerson’s Annual Report on Form 10-K/A for the year ended December 31, 2021, filed on May 2, 2022 (File No.

10.19* Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023 (File No.

10.20* Form of Option Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023 (File No.

10.21* Letter Agreement, by and between LivePerson and Robert P.

LoCascio, dated as of July 10, 2023 (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on July 12, 2023 (File No.

10.22* Letter Agreement, by and between LivePerson and Robert P.

LoCascio, dated as of August 7, 2023 (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on August 8, 2023 (File No.

10.23* Offer Letter, by and between LivePerson and Jeffrey Ford, dated as of July 31, 2023 (incorporated by reference to Exhibit 10.5 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 (File No.

10.24* Letter Agreement, by and between LivePerson and Monica Greenberg, dated as of August 9, 2023 (incorporated by reference to Exhibit 10.4 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 (File No.

10.25* Letter Agreement, by and between LivePerson and John Collins, dated as of August 9, 2023 (incorporated by reference to Exhibit 10.3 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 9, 2023 (File No.

10.26* Employment Agreement, by and between LivePerson and John Sabino, dated as of December 27, 2023

21.1 Subsidiaries of the Registrant

Consent of BDO USA, LLP, an Independent Registered P u blic Accounting Firm

24.1 Power of Attorney, pursuant to which amendments to this report may be filed (included on the signature page contained in Part IV of th is Annual Report on Form 10-K)

31.1 Certification by principal executive officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification by principal financial officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm

24.1 Power of Attorney, pursuant to which amendments to this report may be filed (included on the signature page contained in Part IV of this Annual Report on Form 10-K)

31.1 Certification by principal executive officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14 ( a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification by principal financial officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14( a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1** Certification by Chief Executive Officer pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 LivePerson, Inc.

Amended & Restated Omnibus Clawback Policy

101.INS Inline XBRL Instance Document - The instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document

8 unchanged sentences

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