lpsn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 000-30141

LIVEPERSON, INC.

(Exact name of registrant as specified in its charter)


Delaware						13-3861628
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

530 7th Ave, Floor M1
New York, New York						10018
(Address of principal executive offices)						(Zip Code)

(212) 609-4200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

LPSN

The Nasdaq Stock Market LLC

Rights to Purchase Series A Junior
Participating Preferred Stock

None

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☒

Non-accelerated Filer

☐

Smaller Reporting Company

☒

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On May 1, 2026, 12,176,027 shares of the registrant’s common stock were outstanding.

LIVEPERSON, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

INDEX


		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	4
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025	6
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	43
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
	Signatures	48

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q about LivePerson, Inc. (“LivePerson,” the “Company,” “we,” “our” or “us”) that are not historical facts, including statements about the proposed acquisition of LivePerson by SoundHound AI, Inc. (“SoundHound”), the expected benefits of the proposed acquisition, including with respect to the business outlook or future economic performance, the structure of the proposed acquisition, the closing date of the proposed acquisition, and plans following the closing of the proposed acquisition,are forward-looking statements. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about LivePerson and our industry. Our expectations, assumptions, estimates and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, assumptions, estimates and projections will be realized. Examples of forward-looking statements include, but are not limited to, statements regarding future business, future results of operations or financial condition (including statements regarding expectations for retention rates, customer attrition and revenue and other statements based on examinations of historical operating trends) and management strategies. Many of these statements are found in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Quarterly Report on Form 10-Q. When used in this Quarterly Report on Form 10-Q, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects” and variations of such words or similar expressions are intended to identify forward-looking statements. However, not all forward-looking statements contain these words. Forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q include those set forth in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 in the section entitled Part I, Item 1A., “Risk Factors” and in this Quarterly Report on Form 10-Q in the section entitled Part II, Item 1A., “Risk Factors.” It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we are under no obligation to inform you if they do. Our policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. We do not undertake any obligation to revise forward-looking statements to reflect future events or circumstances. All forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Part I — FINANCIAL INFORMATION

Item 1. Financial Statements

LIVEPERSON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(unaudited)


	March 31, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	101,499	$	95,004
Accounts receivable, net of allowances of $4,785 and $4,451 as of March 31, 2026 and December 31, 2025, respectively	29,029		27,014
Prepaid expenses and other current assets (Note 1)	15,417		15,100

Total current assets	145,945		137,118

Property and equipment, net (Note 6)	87,858		90,389
Contract acquisition costs, net (Note 2)	20,856		23,951
Intangible assets, net (Note 5)	13,502		13,409
Goodwill, net (Note 5)	184,540		184,902
Deferred tax assets, net (Note 14)	4,533		4,511
Other assets	348		387
Total assets	$	457,582	$	454,667
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,357	$	9,522
Accrued expenses and other current liabilities (Note 7)	48,105		38,700
Deferred revenue (Note 2)	57,987		54,295
Current portion of long-term debt (Note 8)	20,071		20,052

Total current liabilities	130,520		122,569

Senior notes, net of current portion (Note 8)	373,723		371,732

Deferred tax liabilities (Note 14)	4,199		4,196
Other liabilities	636		665
Total liabilities	509,078		499,162
Commitments and contingencies (Notes 10 and 13)
Stockholders’ deficit:

Common stock, $0.001 par value - 20,000,000 shares authorized; 12,285,554 and 12,223,729 shares issued, 12,101,150 and 12,039,325 shares outstanding as of March 31, 2026 and December 31, 2025, respectively.	173		173
Treasury stock, at cost - 184,404 shares as of March 31, 2026 and December 31, 2025	(3)		(3)
Additional paid-in capital	1,023,338		1,021,076
Accumulated deficit	(1,067,321)		(1,058,494)
Accumulated other comprehensive loss	(7,683)		(7,247)
Total stockholders’ deficit	(51,496)		(44,495)
Total liabilities and stockholders’ deficit	$	457,582	$	454,667

See accompanying notes to condensed consolidated financial statements.

LIVEPERSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended
	March 31,
	2026		2025


Revenue	$	56,956	$	64,700
Costs, expenses and other:
Cost of revenue (exclusive of depreciation and amortization expense shown separately below)	15,525		18,218
Sales and marketing	13,770		23,485
General and administrative	12,120		16,784
Product development	12,180		16,034
Depreciation and amortization expense	5,112		5,818


Restructuring costs	—		1,305


Total costs, expenses and other	58,707		81,644
Loss from operations	(1,751)		(16,944)
Other (expense) income, net:
Interest expense	(8,252)		(7,478)
Interest income	503		1,457

Other income, net	998		8,487
Total other (expense) income, net	(6,751)		2,466
Loss before provision for (benefit from) income taxes	(8,502)		(14,478)
Provision for (benefit from) income taxes	325		(345)
Net loss	$	(8,827)	$	(14,133)

Net loss per share of common stock:
Basic	$	(0.73)	$	(2.32)
Diluted	$	(0.73)	$	(3.61)
Weighted-average shares used to compute net loss per share:
Basic	12,060,769		6,104,729
Diluted	12,060,769		6,353,663

See accompanying notes to condensed consolidated financial statements.

LIVEPERSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended
	March 31,
	2026		2025


Net loss	$	(8,827)	$	(14,133)
Foreign currency translation adjustment	(436)		1,751
Total comprehensive loss	$	(9,263)	$	(12,382)

See accompanying notes to condensed consolidated financial statements.

LIVEPERSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

(unaudited)


	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Deficit
	Shares	Amount		Shares	Amount


Balance at December 31, 2025	12,223,729	$	173	(184,404)	$	(3)	$	1,021,076	$	(1,058,494)	$	(7,247)	$	(44,495)

Common stock issued upon vesting of restricted stock units (“RSUs”)	61,825	—		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		2,262		—		—		2,262





Net loss	—	—		—	—		—		(8,827)		—		(8,827)
Other comprehensive loss	—	—		—	—		—		—		(436)		(436)
Balance at March 31, 2026	12,285,554	$	173	(184,404)	$	(3)	$	1,023,338	$	(1,067,321)	$	(7,683)	$	(51,496)

Common Stock

Treasury Stock

Additional
Paid-in
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Loss

Total Deficit

Amount

SEC Form 10-Q filed by LivePerson Inc.