Document

425 1 a425filing7_28b.htm 425 Document

Filed by: LivePerson, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: LivePerson, Inc.

Commission File No. 001-41926

Date: July 28, 2026

LivePerson Stockholders: Vote Today FOR Transaction with SoundHound AI

Announces Investor Town Hall on Wednesday, August 5, at 8:00 a.m. Eastern Time; Stockholders Encouraged to Submit Questions to IR-lp@liveperson.com

Mails Letter to Stockholders Detailing Transaction Value

NEW YORK, July 28, 2026 – LivePerson (NASDAQ: LPSN) (“LivePerson” or “the Company”), a leading provider of predictable conversational AI, today announced that it has mailed a letter to stockholders urging them to vote “FOR” the Company’s previously announced transaction with SoundHound AI, Inc. (NASDAQ: SOUN).

LivePerson also announced that it will host an investor town hall and Q&A session on Wednesday, August 5, 2026, at 8:00 a.m. Eastern Time to discuss the benefits of the transaction. The town hall can be accessed by logging onto the investor relations section of the Company’s website at ir.liveperson.com. LivePerson stockholders can submit questions about the transaction in advance at IR-lp@liveperson.com.

The letter, the full text of which is below, has been filed with the U.S. Securities and Exchange Commission and is available at www.VoteLivePerson.com with voting instructions and other information about the transaction.

July 28, 2026

ACTION REQUIRED: VOTE NOW

Fellow Stockholder,

With the special meeting only weeks away, we are writing to urge you to vote “FOR” the proposed acquisition of LivePerson by SoundHound AI today.

Your vote and participation, however many shares you own, are very important. A share that is not voted counts the same as a vote against the transaction. Your prompt response will help us secure stockholder approval before the meeting, reducing the risk of postponement.

The Transaction with SoundHound is the Surest Path to Preserving Value for Your Investment

Value and Upside For Nasdaq Stockholders: Based on the assumptions in the proxy statement/prospectus, most stockholders will receive SoundHound stock, which as of the announcement of the transaction, represented approximately $3.33 in value per LivePerson share, a premium of approximately 22% over LivePerson's 30-day average trading price before the transaction was announced. Because the final exchange ratio depends on a formula that uses SoundHound's stock price near closing, we encourage you to visit VoteLivePerson.com and use the interactive calculator tool to see an illustrative estimate of what the consideration per share could mean for your own holding.

Why Does a “FOR” Vote Matter So Much?

We want to be direct with our stockholders. LivePerson's outstanding debt currently exceeds the total value of this transaction. As we have disclosed, our secured noteholders have agreed to accept a substantial discount to the value of their notes so that stockholders can receive value. Without these concessions, no transaction delivering any value to stockholders would have been possible. Put plainly, if the transaction is not approved, there is a real risk that your shares will ultimately be worth little or nothing. After contacting 66 potential counterparties and receiving no alternative proposals, the Board's unanimous judgment is that the transaction with SoundHound is the best available path to realizing value for stockholders.

Take Two Minutes to Vote Today

Approval requires a majority of all outstanding shares, not just the shares that are voted. That means a share not voted has the same effect as a vote against. However many shares you own, your vote counts.

It is imperative that you take just two minutes to vote FOR the transaction today using one of the following methods. For more information and additional materials visit VoteLivePerson.com.

•Online: www.proxyvote.com, or scan the QR code on your proxy card.

•Phone: Call 1-800-690-6903 with your proxy card, or 1-800-322-2885 to speak with a proxy specialist if you do not have your card.

•Mail: Mark, sign, and date your proxy card and return it in the postage-paid envelope.

Votes must be received by 11:59 p.m. Eastern Time on August 19, 2026, or you may attend the meeting via the Internet and vote during the meeting at www.virtualshareholdermeeting.com/LPSN2026SM. If you hold your shares through a bank or broker, please follow the voting instructions they provide. If you hold shares through the Tel Aviv Stock Exchange, please follow the separate instructions in the proxy statement.

If you have any questions, please contact our proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885 or by email at proxy@mackenziepartners.com.

TASE Holders: Voting instructions for TASE holders differ from those above; please follow the separate instructions shown below, available in the proxy statement and at VoteLivePerson.com. TASE Stockholders are expected to receive consideration in cash rather than in SoundHound stock, in an amount designed to reflect approximately equivalent value based on the same terms described above (subject to the aggregate cash cap described in the proxy statement).

Thank you for your continued support of LivePerson.

Sincerely,

John Sabino

Chief Executive Officer, LivePerson, Inc.

VOTE TODAY

Your vote is very important. The Special Meeting is scheduled for August 20, 2026.

Approval of the merger proposal requires the affirmative vote of a majority of all outstanding shares of LivePerson common stock. Not voting has the same effect as voting against the transaction.

Vote today by proxy card, online at www.proxyvote.com, or by phone. For more information and additional materials visit LINK: VoteLivePerson.com, or contact LivePerson’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or by e-mail at proxy@mackenziepartners.com.

MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

Tel Aviv Stock Exchange Voting Information

LivePerson stockholders who hold shares listed on the Tel Aviv Stock Exchange (TASE) and intend to vote their shares must deliver to LivePerson’s Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101 (email: MosheP@ArnonTL.com), an ownership certificate confirming their ownership on July 6, 2026. The form of proxy card for stockholders who hold shares listed on the TASE can be found here: https://mayafiles.tase.co.il/rpdf/1759001-1760000/P1759388-00.pdf.

About LivePerson

LivePerson (NASDAQ: LPSN) is an enterprise leader in predictable conversational AI. The world's leading brands use our award-winning Conversational Cloud and Syntrix platforms to connect with millions of customers. We power nearly a billion messages every month, providing uniquely rich data analytics, agent training, and AI evaluation tools to unlock the power of conversational AI for better business outcomes. Learn more at liveperson.com.

Media Contact:

Riah Lawry

pr@liveperson.com

Jim Golden / Dylan O’Keefe

Collected Strategies

LivePerson-CS@collectedstrategies.com

Investor Relations Contact:

ir-lp@liveperson.com

Forward-Looking Statements

This document contains "forward-looking statements" within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans, intentions, prospects, financial results and strategies relating to SoundHound AI’s proposed acquisition of LivePerson. Such forward-looking statements include, among others, statements regarding the timing of filing the definitive proxy/prospectus and timing of LivePerson’s special meeting, obtaining regulatory approvals, the timing of closing of the proposed acquisition, and the parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including: (1) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between LivePerson and SoundHound; (2) the possibility that the transaction does not close when expected or at all due to the failure to satisfy all of the conditions to closing on a timely basis or at all, including the failure to obtain the required shareholder approvals or to consummate the notes restructuring transactions contemplated by the Notes Restructuring Agreement; (3) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which LivePerson and SoundHound operate; (4) any failure to promptly and effectively integrate the businesses of LivePerson and SoundHound; (5) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (6) reputational risk and potential adverse reactions of LivePerson’s or SoundHound’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the transaction; (7) the diversion of management’s attention and time to the transaction from ongoing business operations and opportunities; and (8) the outcome of any legal proceedings that may be instituted against LivePerson or SoundHound or in connection with the transaction. Further information on factors that could affect the forward-looking statements and expectations above are contained in the filings that LivePerson and/or SoundHound AI have filed, or that will be filed, with the U.S. Securities and Exchange Commission (the “SEC”), including as set forth in the Form S-4 and the proxy statement/prospectus contained therein, as well as the documents incorporated by reference therein.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and LivePerson does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law.

No Offer or Solicitation

This communication is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information and Where to Find It

In connection with the proposed transaction, SoundHound AI has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”) that includes a definitive proxy statement of LivePerson and that constitutes a prospectus of SoundHound AI with respect to the shares of the SoundHound AI common stock to be issued in the proposed transaction, dated July 9, 2026 (the “proxy statement/prospectus”). The proxy statement/prospectus was filed with the SEC on July 9, 2026 by LivePerson, and the mailing of the proxy statement/prospectus to LivePerson’s stockholders began on or about the same date. Each of SoundHound AI and LivePerson may also file other relevant documents with the SEC regarding the proposed transaction.

This communication is not a substitute for the Form S-4, the proxy statement/prospectus or any other document that SoundHound AI or LivePerson has filed, or may file, with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOUNDHOUND AI AND LIVEPERSON ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about SoundHound AI and LivePerson, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by the Company will be available free of charge on SoundHound AI’s website at https://investors.soundhound.com/financial-information/sec-filings. Copies of the documents filed with, or furnished to, the SEC by LivePerson will be available free of charge on LivePerson’s website at https://ir.liveperson.com/financial-information/sec-filings. The information included on, or accessible through, SoundHound AI’s or LivePerson’s website is not incorporated by reference into this communication.

Participants in the Solicitation

SoundHound, LivePerson and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors and executive officers of SoundHound, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in SoundHound’s definitive proxy statement for its 2026 annual meeting of stockholders under the heading “Proposal 1 – Election of Directors”, which was filed with the SEC on April 9, 2026 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001840856/000121390026041978/ea0285618-01.htm. Information about the directors and executive officers of LivePerson and their ownership of LivePerson equity interests can be found in the section entitled “Interests of LivePerson Directors and Executive Officers in the Mergers” and “Owners and Management of LivePerson” included in the proxy/prospectus, which was filed with the SEC on July 9, 2026 and is available at https://www.sec.gov/Archives/edgar/data/1102993/000121390026076759/ea0297465-01.htm. Further information about the directors and executive officers of LivePerson may be found in its amendment to its Annual Report on Form 10-K for the year ended December 31, 2025 under the headings “Directors, Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001102993/000110299326000020/lpsn-20251231.htm; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LivePerson’s directors and executive officers; and is in other documents filed by LivePerson with the SEC. Additional information regarding the interests of the participants in the solicitation of proxies will be included in other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.