LivePerson closes SoundHound AI merger and starts Nasdaq exit.

LivePerson completed its two-step merger with SoundHound AI on September 4, 2026, converting non-TASE common shares into 0.4673 SoundHound Class A shares apiece, paying $3.31 cash for TASE shares, and putting LivePerson on a Nasdaq Form 25 removal and Form 15 reporting-suspension path as an indirect wholly owned SoundHound subsidiary.

LivePerson, Inc. (Nasdaq: LPSN until delisting) filed a Form 8-K (AccNo 0001193125-26-383671; Date of earliest event September 4, 2026; Items 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, and 9.01) reporting that it closed the SoundHound AI, Inc. transaction on that date. The SEC index shows Filing Date 2026-09-04 and Accepted 2026-09-04 at 16:15:18. The registrant is File No. 001-41926 (CIK 0001102993). CFO and COO John Collins signed the report dated September 4, 2026.

This is a completed close under Item 2.01 — not a vote preview — and it is a different story from The Trade Desk’s workforce realignment, Hawthorn’s bank merger close, Flex’s EPC Power deal, and any earlier SoundHound resale coverage.

What closed

Under the Amended and Restated Merger Agreement dated July 2, 2026 among LivePerson, SoundHound AI, Lightspeed Merger Sub I, and Lightspeed Merger Sub II, Merger Sub I merged into LivePerson (First Merger), then Merger Sub II merged into LivePerson (Second Merger). LivePerson survived as an indirect wholly owned subsidiary of SoundHound. Each merger became effective when the related certificate of merger was filed with the Delaware Secretary of State on the Closing Date.

What holders received

At the First Merger Effective Time, each outstanding share of LivePerson common stock other than excluded shares — including shares held through the Tel-Aviv Stock Exchange Clearing House Ltd. (“TASE Shares”) — converted into the right to receive 0.4673 shares of SoundHound Class A common stock, par value $0.0001 (the Per Share Merger Consideration).

At the Second Merger Effective Time, each outstanding TASE Share converted into the right to receive $3.31 in cash.

Also at the First Merger Effective Time: (i) options to purchase LivePerson common stock were cancelled for no consideration; (ii) restricted stock units held by non-employee directors and vested-but-unsettled RSUs became entitled to the Per Share Merger Consideration (or its cash value, if applicable), less tax withholdings; (iii) all other Company RSUs were assumed by SoundHound and converted into corresponding SoundHound Common Stock awards; and (iv) warrants were cancelled for no consideration.

SoundHound’s share issuance to former LivePerson stockholders was registered on Form S-4 (File No. 333-296284), declared effective July 9, 2026.

Delisting and reporting exit

Before the First Merger Effective Time, LivePerson common stock traded on the Nasdaq Global Select Market under LPSN. In connection with the First Merger, LivePerson notified Nasdaq that outstanding shares had converted into the right to receive the Per Share Merger Consideration. At LivePerson’s request, Nasdaq will file Form 25 to remove LPSN from listing and deregister under Exchange Act Section 12(b). LivePerson also intends to file Form 15 to suspend Exchange Act Sections 13(a) and 15(d) reporting.

Change in control and board

Items 5.01 and 5.02 report a change in control tied to the Mergers. Effective as of the Second Merger Effective Time, each member of LivePerson’s board resigned; the filing states no director resigned because of a disagreement on operations, policies, or practices. The board immediately before that Effective Time was James Miller, Dan Fletcher, Nathan “Tripp” Lane, Vanessa Pegueros, John Sabino, Karin-Joyce (K.J.) Tjon, Ryan Vardeman, William G. Wessemann, and Anthony Zingale. Item 5.03 says the surviving corporation’s certificate of incorporation and bylaws were amended and restated to match Merger Sub II’s, except that the surviving name remained LivePerson, Inc.

Notes restructuring on the Closing Date

Separately under Item 8.01, SoundHound, LivePerson, and the Secured Holders consummated the Notes Restructuring Agreement dated April 21, 2026 on the Closing Date. First Lien Convertible Senior Notes due 2029 and Second Lien Senior Subordinated Secured Notes due 2029 were released and deemed satisfied:

- The First Lien holder accepted 25,142,335 shares of SoundHound Common Stock plus $2,499,450 cash in full satisfaction. - Second Lien holders accepted an aggregate 11,752,504 shares of SoundHound Common Stock plus $3,348,550 cash, allocated under the Notes Restructuring Agreement.

Still open after the close

When Nasdaq’s Form 25 posts and when LivePerson’s Form 15 is filed. How SoundHound integrates LivePerson’s operations after the subsidiary close. How residual LivePerson equity awards converted into SoundHound-denominated awards settle over time. This story does not invent deal value, enterprise value, an implied LPSN share price, SoundHound tape reaction, or synergies — none are printed as realized results in AccNo 0001193125-26-383671.