Liveperson (LPSN) risk factors, FY2025 10-K

Risks Related to Operating our Business

1. 01The success of our business depends on retention of existing customers and their purchase of additional services, and attracting new customers
2. 02Supporting our customer base requires intensive personnel, infrastructure and resource commitment, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan
3. 03Our business depends significantly on our ability to retain our key personnel, attract new personnel, and manage attrition
4. 04There can be no assurance that further restructuring activities will not be necessary or that we will realize the intended operational efficiencies and cost savings from our restructuring initiativesNew
5. 05Our expansion into new products, services, and technologies could subject us to additional risks
6. 06If we do not successfully integrate past or potential future acquisitions, we may not realize the expected business or financial benefits and our business could be adversely impacted
7. 07If we do not effectively implement our plans to migrate our technology infrastructure to the public cloud, our operations could be significantly disrupted41% rewritten
8. 08Capital requirements to execute our business strategy or refinance our existing indebtedness could increase substantially, and there is a significant risk that we may not be able to secure necessary financing on commercially reasonable terms, or at allNew
9. 09Our sales cycles can be lengthy, and the timing of sales can cause our operating results to vary significantly
10. 10Delays in our implementation cycles could have an adverse effect on our results of operations
11. 11Our services are subject to payment-related risks43% rewritten
12. 12Our reputation depends, in part, on factors which are partially or entirely outside of our control
13. 13Increased regulatory uncertainty and conflicting stakeholder views regarding environmental, social and governance (“ESG”) matters may increase our costs, harm our reputation, or otherwise adversely impact our business

Risks Related to our Financial Condition and Operating Results

1. 14Our quarterly revenue and operating results may fluctuate significantly, which may cause a substantial decline in the trading price of our securities
2. 15In the past we have experienced losses, we had an accumulated deficit of $1,058.5 million as of December 31, 2025 and we may incur losses in the future41% rewritten
3. 16The non-payment or late payment of amounts due to us from a significant number of customers may negatively impact our financial condition or make it difficult to forecast our revenues accurately37% rewritten
4. 17There are inherent limitations on the effectiveness of our controls29% rewritten
5. 18As a “smaller reporting company,” we may comply with certain reduced reporting and disclosure requirements which could make our common stock less attractive to investors
6. 19Because we recognize revenue from subscriptions for our service over the term of the subscription, declines in our business may not be immediately reflected in our operating results
7. 20If our goodwill or long-lived assets become impaired, we may be required to record a significant charge to earnings

Risks Related to Industry Dynamics and Competition

1. 21If we are unable to develop and maintain successful relationships with technology partners, strategic partners, social media, and other third-party consumer messaging platforms and endpoints, our business, results of operations, and financial condition could be adversely affected
2. 22If we are unable to effectively operate on mobile devices, our business could be adversely affected
3. 23The markets in which we participate are highly competitive, and we may lose customers and revenue if we are not able to innovate or effectively compete
4. 24We may be unable to respond to rapid technological change and changing customer preferences in the online sales, marketing, customer service, and/or online e-commerce industries and this may harm our business
5. 25If any of our new services, including upgrades to our current services, do not meet our customers’ or consumers’ expectations, we could lose customers and our business may be harmed. Updating our technology may require significant additional capital expenditures
6. 26Downturns in the global economic environment or in particular industries in which our sales are concentrated may adversely affect our business and results of operations

Risks Related to Security Vulnerabilities and Service Reliability

1. 27Failures or security breaches in our services or systems, those of our third-party service providers, customers or partners, including those resulting from cyber-attacks, security vulnerabilities, defects, or errors, could harm our business
2. 28We may be liable if third parties access or misappropriate confidential or personal data from our systems or services
3. 29We provide service-level commitments to certain customers. If we do not meet these contractual commitments, or if we suffer significant outages, we could be obligated to provide credits or refunds or face contract terminations, which could adversely affect our revenue and harm our reputation
4. 30We are dependent on technology systems and third-party content that are beyond our control
5. 31Technological or other defects could disrupt or negatively impact our services, which could harm our business and reputation
6. 32Our products are complex, and errors, failures, or “bugs” may be difficult to correct
7. 33Failure to license necessary third-party software for use in our products and services, or failure to successfully integrate third-party software, could cause delays or reductions in our sales, or errors or failures of our service
8. 34successfully license and integrate third-party technology, we could experience a reduction in functionality and/or errors or failures of our products, which may reduce demand for our products and services
9. 35Our business is subject to the risks of earthquakes, fires, floods, and other natural catastrophic events and to interruption by man-made problems such as terrorism or cyber-attacks

Risks Related to Regulatory and Data Privacy Issues

1. 36Our business is subject to a variety of U.S. and foreign laws, and existing, new and developing regulatory or other legal requirements could subject us to claims or materially impact our business84% rewritten
2. 37We are the subject of a number of ongoing Actions that have resulted in significant expense, and adverse developments in our ongoing Actions and/or future Actions could have a material adverse effect on our business, results of operations and financial condition
3. 38We may be subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets due to licensing requirements and could subject us to liability if we are not in compliance with applicable laws
4. 39Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations, may have an adverse effect on our business, financial condition and results of operations
5. 40Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations, or interpretive positions could harm our business
6. 41In some cases, industry-specific laws, regulations or interpretive positions may also apply directly to us as a service provider. Any failure or perceived failure by us to comply with such requirements could have a material adverse impact on our business and results of operations
7. 42Future regulation of the internet or mobile devices may result in decreased demand for our services and increased costs of doing business
8. 43Climate change and environmental and other sustainability regulations or requirements could adversely impact our business60% rewritten
9. 44For example, in response to concerns about global climate change, governments may adopt new regulations affecting the use of fossil fuels or requiring the use of alternative fuel sources, resulting in increased costs for the energy usage of our global data centersNew

Risks Related to our Intellectual Property

1. 45Our products and services may infringe upon intellectual property rights of third parties and any infringement could require us to incur substantial costs and may distract our management
2. 46Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights
3. 47Issues in the use of AI in our product offerings may result in reputational harm, regulatory compliance issues or liability24% rewritten
4. 48We may be subject to legal liability and/or negative publicity for the services provided to consumers via our technology platforms
5. 49In addition, negative publicity and user sentiment generated as a result of fraudulent or deceptive conduct by customers of our technology platforms could damage our reputation, reduce our ability to attract new users or retain our current customers, and diminish the value of our brand

Risks Related to our International Operations and Tax Issues

1. 50Our results of operations may be adversely impacted due to our exposure to foreign currency exchange rate fluctuations
2. 51We may be unsuccessful in expanding our operations internationally due to additional regulatory requirements, tax liabilities, currency exchange rate fluctuations, and other risks, which could adversely affect our results of operations
3. 52Our operations may expose us to greater than anticipated income, non-income, and transactional tax liabilities, which could harm our financial condition and results of operations
4. 53Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations24% rewritten
5. 54Political, economic, and military conditions in Israel could negatively impact our Israeli operations53% rewritten
6. 55addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreementsNew

Risks Related to our Outstanding Convertible Notes

1. 56Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay o ur indebtedness54% rewritten
2. 57The 2029 Notes and Second Lien Notes are guaranteed on a senior basis by certain of our direct and indirect domestic and foreign subsidiaries and secured by first priority security interests in substantially all of the assets of the Company and the subsidiary guarantors, subject to customary exceptions
3. 58If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility93% rewritten
4. 59Provisions in the indentures for our outstanding convertible debt securities may deter or prevent a business combination that may be favorable to securityholders
5. 60The conditional conversion feature of our outstanding convertible debt securities, if triggered, may adversely affect our financial condition and operating results

Risks Related to our Common Stock

1. 61Our stock price has been, and may continue to be, highly volatile, which could reduce the value of your investment and subject us to litigation
2. 62Our failure to comply with the continued listing requirements of The Nasdaq Global Select Market could result in a delisting of our common stockNew
3. 63Our common stock is traded on more than one market and this may result in price variations
4. 64Future sales of substantial amounts of our common stock may negatively affect our stock price
5. 65Provisions in our charter documents and Delaware law could discourage, delay, or prevent a takeover that stockholders may consider favorable