LIVEPERSON INC 10-Q

Item 5. Other Information (a) None. (b) None. 41 (c) During the three months ended March 31, 2024, 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, except as described in the table below. Trading Arrangement Director/ Officer Name Title Date of Adoption/Termination Rule 10b5-1 Trading Arrangement End Date Aggregate Number of Securities to be Purchased or Sold Bruce Hansen Director 3/12/2024 Yes 3/06/2025 34,045 upon vesting of RSUs. Alex Kroman Chief Product & Technology Officer 3/12/2024 Yes 3/07/2025 185,875 upon vesting of RSUs and performance share awards. 42 ITEM 6. EXHIBITS 3.1 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 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) 4.2 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 Amendment to LivePerson, Inc. 2018 Inducement Plan (as amended through February 9, 2022) (incorporated by reference to Exhibit 99.2 to LivePerson’s Registration Statement on Form S-8 filed on March, 8, 2024 ) 10.2 Separation and Release of Claims Agreement, dated January 3 1, 2024, between LivePerson, Inc. and Robert LoCascio (inc orporated by reference to Exhibit 10.29 to LivePerson ’ s Form 10-K/A filed on April 29, 2024) 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ** Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Data File (formatted as Inline XBRL) * Filed herewith ** Furnished herewith 43 44 SIGNATURES Pursuant to the requirements 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. LIVEPERSON, INC. (Registrant) Date: May 10, 2024 By: /s/ JOHN SABINO Name: John Sabino Title: Chief Executive Officer ( Principal Executive Officer ) 45