Item 5. Other Information
Item 5. Other Information
(a) None.
(b) None.
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(c) During the three months ended September 30, 2025, 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.
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ITEM 6. EXHIBITS
3.1
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)
3.2
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)
3.3
Certificate of Amen d ment No. 2 to the Fourth Amended and Restated Certificate o f Incorporation effective as of Oc to ber 3, 2025 (incorporated by reference to Exh ibit 3. 1 to the Com pany ’ s Curre nt Report on Form 8-K filed on Octo ber 7, 2025.)
3.4
Certificate of Amendment No. 3 to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended.
3.3 Fourth Amended and Restated By-Laws of LivePerson, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025)
4.1 Indenture, dated as of September 12, 2025, by and among LivePerson , Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025).
4.2 Form of Senior Secured Convertible Note due 2029 (included within the Indenture filed as Exhibit 4.1 hereto).
4.3 Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 15, 2025).
4.4 Notice from Lynrock Lake Master Fund LP, dated September 12, 2025 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 15, 2025).
10.1 Exchange Agreement, dated August 11, 2025, by and between LivePerson, Inc. and the Noteholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025)
10.2 Amendment No. 1 to the Exchange Agreement, dated August 11, 2025, by and between LivePerson, Inc. and the Noteholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
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
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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: November 12, 2025 By: /s/ JOHN SABINO
Name: John Sabino
Title: Chief Executive Officer
( Principal Executive Officer )
Date: November 12, 2025 By: /s/ JOHN COLLINS
Name: John Collins
Title: Chief Financial Officer and Chief Operating Officer
( Principal Financial Officer )
51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.