{"url_path":"/sec/lpsn/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000025-index.html","accession_number":"0001102993-26-000025","cik":"0001102993","ticker":"LPSN","issuer_name":"LIVEPERSON INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000025-index.html","primary_entity_key":"0001102993","primary_entity_name":"LIVEPERSON INC"},"word_count":2218,"has_tables":true,"body_markdown":"Item 1A. Risk Factors\n\nOur operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 16, 2026, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. Other than as set forth below, there have been no material changes to the risk factors described in our most recent Annual Report on Form 10-K.\n\nRisks Related to the Pending Merger with SoundHound\n\nIf the conditions to the completion of the Merger contained in the Merger Agreement are not satisfied, the Merger may not occur.\n\nThe completion of the Merger is subject to a number of conditions, including, among others, the approval of the Merger by the Company’s stockholders and the receipt of the requisite regulatory approvals. There can be no assurance that these required approvals will be obtained, or that they will be obtained in a timely manner, or whether they will be subject to required actions, conditions, limitations or restrictions on our, SoundHound’s or the combined company’s business, operations or assets. Many of the conditions to the completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if permitted by the Merger Agreement and applicable law). Difficulties in otherwise satisfying the conditions may prevent, delay, or otherwise materially adversely affect the completion of the Merger. Consequently, the completion of the Merger and timing thereof is uncertain. Also, both SoundHound and LivePerson may terminate the Merger Agreement under specified circumstances, including if the Merger has not been consummated by the end\n\n43\n\ndate (subject to an automatic extension in certain circumstances). Termination of the Merger Agreement could result in a material adverse effect on our business, results of operations, and financial condition.\n\nRegulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that affect the anticipated benefits of the Merger.\n\nBefore the Merger may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities in certain jurisdictions. These approvals could be delayed or not obtained at all, which could disrupt our operations, or could delay or adversely affect completion of the Merger. The approvals that are granted may impose terms and conditions, including requiring the parties to seek divestitures of substantial assets, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement, which could affect the completion of the Merger.\n\nFailure to complete the Merger, or a delay in completing the Merger, could negatively impact our stock price and the future business, assets, liabilities, prospects, outlook, financial condition and results of operations of LivePerson or the combined company.\n\nIf the Merger is not completed or is delayed, our ongoing business may be materially and adversely affected and, without realizing any of the benefits of having completed the Merger, we will be subject to numerous risks, including the following:\n\n•Our stock price may decline to the extent that the current market price reflects the market assumption that the Merger will be completed and, thus, an “acquisition premium”;\n\n•Our employees, suppliers, vendors or customers could lose focus on our business, cease doing business with us, or curtail their activities with us;\n\n•Market perception of our ability to remain an independent, viable business may be diminished;\n\n•We could suffer reputational harm due to the adverse perception of any failure to successfully complete the Merger.\n\nThere can be no assurance that these risks will not materialize and will not materially adversely affect our business, results of operation and financial condition if the Merger is not completed.\n\nThe Merger Agreement restricts our ability to pursue alternatives to the Merger.\n\nThe Merger Agreement contains “no shop” covenants that restrict our ability to, directly or indirectly, among other things, solicit proposals relating to any alternative business combination or acquisition transactions and enter into any discussions concerning, or provide confidential information in connection with, any such alternative business combination or acquisition transactions. These provisions prevent us from engaging with a potential third-party acquirer that might have an interest in acquiring all or a significant part of the Company, and could discourage a potential third-party acquirer or merger partner from making an alternative proposal.\n\nWe have incurred, and expect to continue to incur costs, fees, expenses, and charges related to the Merger and integration, and we may incur additional costs we do not currently anticipate.\n\nWe have incurred and expect to incur additional costs, fees, expenses, and charges related to the Merger and preparing for the integration of the business operations, systems, processes and personnel of LivePerson and SoundHound. These costs include, or are expected to include, legal, financial advisory, accounting, consulting and other advisory fees, retention, severance and employee benefit-related costs, public company filing fees and other regulatory fees. Many of these costs will be borne by us even if the Merger is not completed. Additional unanticipated costs may be incurred in connection with the Merger and the integration planning process.\n\nWhile the Merger is pending, we are subject to contractual restrictions that could harm our business, operating results and stock price.\n\nThe Merger Agreement includes restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our businesses in the ordinary course, consistent with past practice, and restricting us from taking certain specified actions absent SoundHound’s prior written consent. These and other obligations in the Merger\n\n44\n\nAgreement may limit our ability to respond effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and board of directors think they may be advisable. These restrictions could adversely impact our business, operating results and stock price and our perceived acquisition value, regardless of whether the Merger is completed.\n\nUncertainties associated with the Merger may cause a loss of our or SoundHound’s management and other key employees, which could adversely affect the future business and operations of the combined company following the Merger.\n\nWe depend on the experience and industry knowledge of our management personnel and other key employees to execute our business plans. The success of the combined company after the Merger will depend, in part, on its ability to retain or attract key management personnel and other key employees. During the pendency or following the completion of the Merger, our current or prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and completion of the Merger, or the operations of the combined company, any of which may have an adverse effect on our ability to retain or attract key personnel. In addition, the Merger may divert management’s time and attention from the day-to-day operation of our business. If we are unable to retain personnel who are critical to the future operations of the combined company, we or the combined company could face disruptions in operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger. There can be no assurance that the combined company, following the Merger, will be able to retain or attract our key management personnel and other key employees to the same extent that we have previously been able to retain or attract our own employees.\n\nIf the Merger is completed, the combined company may not perform as we or the market expects and may fail to realize the anticipated benefits and cost savings of the Merger, which could adversely affect the value of SoundHound common stock that our stockholders will own following the completion of the Merger.\n\nThe success of the Merger will depend, in part, on SoundHound’s ability to realize the anticipated benefits and cost savings from combining our and SoundHound’s respective businesses. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that we do not currently foresee. Risks associated with the combined company following the Merger include the following:\n\n•The integration process will require significant time and focus from management following the Merger and may, for the combined company, result in the loss of key employees, the disruption of ongoing businesses, or inconsistencies in standards, controls, procedures, and policies;\n\n•The results of operations of the combined company and the market price of the combined company’s common stock after the completion of the Merger may be affected by factors different from those currently affecting each of our and SoundHound’s independent results of operations;\n\n•There could be challenges or delays in assimilating or integrating LivePerson’s technology into SoundHound’s platform;\n\n•Some of our customers, suppliers or vendors may terminate or scale back their current or prospective business relationships with the combined company;\n\n•There could be potential unknown liabilities and unforeseen expenses associated with the Merger that were not discovered in the course of performing due diligence; and\n\n•The issuance of shares of the SoundHound common stock in the Merger could depress the market price for the combined company’s common stock.\n\nOur stockholders cannot be certain of the precise value of the merger consideration they may receive in the Merger, because the amount of SoundHound common stock to be received per share of LivePerson common stock depends on variables including our future cash balance and is subject to a floor and a ceiling with respect to the deemed value of a share of SoundHound common stock.\n\nThe aggregate quantity of shares of SoundHound common stock issuable to holders of LivePerson common stock in connection with the Merger will depend on our cash balance, repurchases of 2026 Notes, and the aggregate dollar amount of the exercise prices of certain LivePerson options. Further, the deemed value of a share of SoundHound common stock used to calculate the merger consideration will be subject to a floor of $7 per share and a ceiling of $12 per share. Accordingly, the market value of the merger consideration that our stockholders would receive upon completion of the Merger is uncertain. To the extent the market price of SoundHound common stock is below $7 per share, LivePerson stockholders would receive a\n\n45\n\nreduced amount of SoundHound common stock relative to its market value. The market price of SoundHound common stock is expected to fluctuate through and after the completion of the Merger as a result of a variety of factors, including general market and economic conditions, changes in our and SoundHound’s businesses, operations and prospects, and regulatory considerations. Many of these factors are outside of our and SoundHound’s control.\n\nOur stockholders will have a reduced ownership and voting interest in the combined company after the Merger and will exercise less influence over management.\n\nUpon completion of the Merger, each of our stockholders who receives shares of SoundHound common stock will become a stockholder of SoundHound with a percentage ownership of SoundHound that is smaller than their current percentage ownership of LivePerson. As a result, even if all of our former stockholders were to vote together on all matters presented to SoundHound stockholders from time to time, our former stockholders would exercise significantly less influence over the combined company after the completion of the Merger relative to their influence over us now, and thus would have a less significant impact on the election of the combined company’s board of directors and on the approval or rejection of future proposals submitted to a stockholder vote of the combined company’s stockholders.\n\nLitigation relating to the proposed Merger may be filed against LivePerson, SoundHound and/or each company’s board of directors that could prevent or delay the closing of the Merger, or result in the payment of damages or have an adverse effect on the trading prices of our securities.\n\nLitigation is a common occurrence in connection with transactions similar to the proposed Merger. In connection with the proposed Merger, it is possible that our stockholders or SoundHound’s stockholders or other third parties may file lawsuits against LivePerson, SoundHound, and/or each company’s board of directors. Among other remedies, these stockholders could seek damages or to enjoin the Merger. Any such potential lawsuits could prevent or delay the closing or result in substantial costs to us. The outcome of any such actions would be uncertain and may create uncertainty relating to the Merger and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time of the Merger may adversely affect our business, financial condition, results of operations and cash flows or those of the combined company. In addition, if the Merger is not completed for any reason, litigation could be filed in connection with the failure to complete the Merger. Potential litigation relating to the Merger or the threat thereof may have an adverse effect on the trading prices of our securities or could result in a material adverse effect on our business, results of operations, and financial condition."}