Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 8, 2024, Five9, Inc. (the "Company") entered into a cooperation letter agreement (the "Agreement") with Anson Funds Management LP, Anson Advisors Inc. and certain other parties (collectively, "Anson"). The Agreement is summarized in the Current Report on Form 8-K filed by the Company on December 9, 2024, and a copy of the Agreement is filed as Exhibit 10.1 to that Current Report.
On February 17, 2026, the Company and Anson entered into an amendment (the "Amendment") to the Agreement. Among other things, the Amendment provides that:
•The Company will nominate Sagar Gupta, an existing member of the Company's Board of Directors (the "Board"), for election to the Board at the Company's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"); and
•Anson will continue to be subject to the voting, "standstill" and other obligations provided for in the Agreement until the earlier of (i) 20 days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the Company's 2027 Annual Meeting of Stockholders; and (ii) 120 days prior to the first anniversary of the 2026 Annual Meeting.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.