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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-14 · 94 added, 45 removed, 150 unchanged (48% of the section changed)

9 unchanged sentences

Based on that assessment, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as a non-accelerated filer.

The effectiveness of the internal control over financial reporting as of December 31, 2025 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

3 unchanged sentences

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 , 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

To the Board of Directors and Stockholders

LivePerson, Inc.

New York, New York

Opinion on Internal Control over Financial Reporting

We have audited LivePerson, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, 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, 2025, 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, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 13, 2026 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.

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

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

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

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles , and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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, P.C.

New York, New York

March 13, 2026

Other Information

(b) During the three months ended December 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 disclosed below:

Trading Arrangement

Officer Name Title

Date of Adoption/Termination

Trading Arrangement End Date

Aggregate Number of Securities to be Purchased or Sold

Vanessa Pegueros

Director 11/20/2024 Yes 11/14/2025 30,000 shares of common stock

(a) On March 12, 2026, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved amending the 2006 employment agreement between the Company and Monica Greenberg, Chief Legal & Administrative Officer of the Company to align her contract terms with current contractual standards across the executive leadership team as part of a recent contract standardization process, including updates to certain definitions, legal terms, and provisions that apply in the event of an involuntary termination.

The Committee also formally ratified its previous approval to add Ms.

Greenberg and Mr.

John Collins to a pre-existing retention incentive which provides eligibility to receive a potential bonus vesting in two equal installments on March 15, 2026 and September 15, 2026, conditioned on continued employment and subject to forfeiture in the event of termination of employment.

Pursuant to the Committee's previous approval, the Company documented inclusion in such retention incentive for Mr.

Collins and Ms.

Greenberg on January 15, 2026.

The aggregate amount of the retention bonus, if earned, would total approximately $239,000 for Ms.

Greenberg, and approximately $558,700 for Mr.

(b) During the three months ended December 31, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required by this Item 10 is incorporated by reference to the definitive proxy statement for our 2026 Annual Meeting of Stockholders or will be included in an amendment to this Annual Report on Form 10-K.

There have been no changes to the procedures by which stockholders may recommend nominees to our Board of Directors since our last disclosure of such procedures, which appeared in the definitive proxy statement for our 2024 Annual Meeting of Stockholders.

We have adopted a Code of Ethics that applies to our Chief Executive Officer, who is our principal executive officer, and other senior financial officers.

Our Code of Ethics is available at:

www.liveperson.com under “Investor Relations / Governance / Governance overview.” The Company’s website address provided above is not intended to function as a hyperlink, and the information on the Company’s website is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference herein.

The Company will post on this website any amendments to this Code of Ethics.

This Code of Ethics can be found at https://ir.liveperson.com/corporate-governance/governance-overview.

Disclosures of any amendments to, or waivers under, the Code of Ethics for the Chief Executive Officer and Senior Financial Officers will be made on our website, www.liveperson.com.

The Company’s website addresses provided above are not intended to function as hyperlinks, and the information on the Company’s website is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference herein.

Additionally, we have adopted an Insider Trading and Disclosure Policy governing the purchase, sale, or other disposition of the Company’s securities.

35 unchanged sentences

March 13, 2026

John Collins (Principal Financial Officer )

/s/ Jeffrey Ford Senior Vice President and Chief Accounting Officer March 14, 2025

Jeffrey Ford ( Principal Accounting Officer )

/s/ Jill Layfield

John Collins (Principal Financial Officer and Principal Accounting Officer )

/s/ Dan Fletcher

Director March 13, 2026

Jill Layfield

/s/ Nathan Lane

Director March 13, 2026

/s/ James Miller

2 unchanged sentences

Vanessa Pegueros

/s/ William G.

Director March 14, 2025

/s/ Karin-Joyce (K.J.) Tjon

1 unchanged sentence

Karin-Joyce (K.J.) Tjon

/s/ Dan Fletcher

/s/ Ryan Vardeman

Director March 13, 2026

Ryan Vardeman

/s/ William G.

Director March 13, 2026

/s/ Anthony Zingale

Director March 13, 2026

Anthony Zingale

EXHIBIT INDEX

2 unchanged sentences

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 )

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 )

3.1(c) Certificate of Amendment No.

2 to the Fourth Amended and Restated Certificate of Incorporation effective as of October 3, 2025 (incorporated by reference to Exhibit 3.1 to LivePerson’s Current Report on Form 8-K filed on October 7, 2025)

3.1(d) Certificate of Amendment No.

3 to the Fourth Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.4 to LivePerson’s Quarterly Report on Form 10-Q filed on November 13, 2025)

3.2 Fourth Amended and Restated By-Laws of LivePerson, Inc.

(incorporated by reference to Exhibit 3.1 to LivePerson’s Current Report on Form 8-K filed on August 11, 2025)

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)

3.4 Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 4.3 to LivePerson’s Current Report on Form 8-K filed on September 15, 2025)

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 )

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/A filed on March 10, 2000 )

4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.

3 to LivePerson’s Annual Report on Form 10-K /A for the year ended December 31, 2023 and filed on April 29, 2024 )

4.3 + Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

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

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Report on Form 8-K/A filed on December 10, 2020 )

4.5 Form of 0% Convertible Senior Note due 2026 (included within the Indenture filed as Exhibit 4.

4.5 Form of 0% Convertible Senior Note due 2026 (included within the Indenture filed as Exhibit 4.4 hereto)

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)

3 unchanged sentences

Bank Trust Company, National Association, as Trustee and as Collateral Agent (incorporated by reference to Exhibit 4.1 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)

Form of Senior Secured Convertible Note due 2029 (included within the Indenture filed as Exhibit 4.

Form of Senior Secured Convertible Note due 2029 (included within the Indenture filed as Exhibit 4.8 hereto)

4.10 Warrant to Purchase Common Stock issued by LivePerson, Inc.

2 unchanged sentences

on June 3, 2024 to Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 4.4 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)

4.12 Exchange and Purchase Agreement, dated as of May 13, 2024, by and between LivePerson, Inc.

and Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on May 13, 2024)

4.13 First Amendment to Exchange and Purchase Agreement, dated as of June 3, 2024, by and between LivePerson, Inc.

and Lynrock Lake Master Fund LP (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on June 4, 2024)

4.12 Supplemental Indenture No.

1, dated as of August 15, 2024, by and between LivePerson, Inc., the subsidiary guarantors party thereto and U.S.