Other Events. In connection with the consummation of the Mergers, on the Closing Date, SoundHound, the Company and each of the Secured Holders consummated the transactions contemplated by the Notes Restructuring Agreement, dated as of April 21, 2026, by and among SoundHound, the Company and the Secured Holders (the “ Notes Restructuring Agreement ”), pursuant to which, and on the terms and subject to the conditions thereof, the Secured Holders released and deemed satisfied the Company’s First…

Completion of Acquisition or Disposition of Assets. Pursuant to the terms of the Merger Agreement: • at the First Merger Effective Time, each share of the Company’s common stock, par value $0.001 (“ Company Common Stock ”) issued and outstanding immediately prior to the First Merger Effective Time (other than certain excluded shares, including shares of Company Common Stock that are held through the Tel-Aviv Stock Exchange Clearing House Ltd. (“TASE Shares”)) automatically converted into the…

Changes in Control of Registrant. The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this

Material Modification to Rights of Security Holders. The information set forth under the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Prior to the First Merger Effective Time, Company Common Stock was listed and traded on The Nasdaq Global Select Market (“ Nasdaq ”) under the trading symbol “ LPSN .” In connection with the completion of the First Merger, the Company notified Nasdaq that each outstanding share of Company Common Stock was converted into the right to receive the Per Share Merger Consideration. At the Company’s…

Director: The board resignations are a mandatory procedural consequence of the merger consummation, not a voluntary departure or disagreement.

Other Events. As a result of receipt of shareholder approval of the Merger Proposal, all conditions precedent to the consummation of the transactions contemplated by the Merger Agreement and Notes Restructuring Agreement have been satisfied, and the parties expect to consummate such transactions on September 4, 2026. In addition, the Company and SoundHound have determined in accordance with the previously disclosed terms of the Merger Agreement that (a) the Per Share Merger Consideration (as…

Other Events As previously disclosed, on July 2, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub I ”), and Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub II ”) entered into an Amended and Restated Merger Agreement, pursuant…

Regulation FD Disclosure On July 23, 2026, LivePerson, Inc. (the “Company”) issued a press release containing a letter to its shareholders highlighting the benefits of the previously-announced pending merger transaction with SoundHound AI, Inc. Also on July 23, 2026, the Company launched a microsite webpage containing certain information relating to the pending merger transaction. Finally, on July 23, 2026, the Company published a document containing responses to certain questions received fr…

Entry into a Material Definitive Agreement. Amended and Restated Merger Agreement As previously disclosed, on April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Original Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”, and together with LivePerson, the “ Parties ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (…

Regulation FD Disclosure. On April 21, 2026, LivePerson and SoundHound issued a joint press release announcing execution of the Merger Agreement and the Notes Restructuring Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities…

Entry into a Material Definitive Agreement. The Merger Agreement On April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub ”), pursuant to which, on the terms and subject to the conditions set forth in the Me…

shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unl…

Director — Ryan L. Vardeman, Nathan 'Tripp' Lane: Appointment of new directors to the board and assignment to committees.

Class II director of the Board — Nathan 'Tripp' Lane: Appointment of a new director as part of an exchange agreement and corporate governance processes.

shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unl…

Director — Ryan L. Vardeman: Appointment of Ryan L. Vardeman as a Class III director of the Board.

Material Modification to Rights of Security Holders. To the extent required by

Unregistered Sales of Equity Securities. The Common Equity Shares and Preferred Equity Shares were issued to the Noteholders in a private placement in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Noteholders in the Exchange Agreement. The information related to the issuance of the Common Equity Shares a…

Material Modification to Rights of Security Holders. The information set forth under

Entry into a Material Definitive Agreement. As previously disclosed, on August 11, 2025, LivePerson, Inc. (the “ Company ”) entered into a privately negotiated exchange agreement (the “ Original Exchange Agreement ”) with holders (the “ Noteholders ”) of approximately $341.1 million in aggregate principal amount the Company’s outstanding 0% Convertible Senior Notes due 2026 (the “ 2026 Notes ”). On September 11, 2025, the Company and the Noteholders entered into Amendment No. 1 to the Exchang…

Other Events. On September 15 2025, the Company issued a press release announcing the consummation of the Exchange described in this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Important Additional Information and Where to Find It On August 27, 2025, the Company filed a preliminary proxy statement of Schedule 14A (the “Proxy Statement”) and accompanying proxy card with the SEC in connection with a special meeting of…

Chief Accounting Officer (and principal accounting officer) — Jeffrey Ford: Jeffrey Ford is leaving the company to assume another position.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Regulation FD. Clarification Regarding Preliminary Proxy Statement Filed on August 27, 2025 For purposes of clarification and in response to investor questions, LivePerson, Inc.(“LivePerson”) is providing this additional detail regarding the proposed authorization for a potential future reverse stock split discussed in the preliminary proxy statement filed by LivePerson with the U.S. Securities and Exchange Commission on August 27, 2025 on Schedule 14A (“Proxy Statement”) and the accompanying…