DEF 14A of Five9, Inc., Apr 7, 2026

DEF 14A of Five9, Inc.

Filed Apr 7, 2026 · FY20250001288847-26-000055

Open on EDGAR

  1. Information Regarding the Nominees

    Information Regarding the Nominees

  2. Information Regarding the Nominees

    | | Amit Mathradas, age 51, has served as our Chief Executive Officer and a member of our Board of Directors since February 2026. From March 2023 to December 2025, Mr. Mathradas served as Chief Executive Officer and a member of the board of directors for Nintex USA, Inc., a workflow automation company. Prior to that, Mr. Mathradas served as President and Chief Operating Officer of Avalara, Inc., a tax software provider, from March 2019 to January 2023. From November 2015 to March 2019, Mr. Mathradas served as General Manager and Head of North American Small Business at PayPal, a digital payments company, where he led the company’s small business segment, managing teams responsible for acquisition, activation, cross-sell, and retention of small businesses. From September 2013 to October 2015, Mr. Mathradas served as Senior Vice President and General Manager of Web.com, an internet services offering, focusing on small businesses. Mr. Mathradas holds a bachelor’s degree from Wittenberg University and an M.B.A from Northwestern University’s Kellogg School of Management. Mr. Mathradas has been nominated to continue to serve on our Board of Directors because of his perspective and experience as our Chief Executive Officer and board member and his extensive experience as a chief executive officer and senior executive of companies in the technology industry. | | Amit Mathradas Age: 51 Director Since: 2026 | |

  3. Information Regarding the Nominees

    | | Sagar Gupta, age 38, has served as a member of our Board of Directors since December 2024. Mr. Gupta has served as a Portfolio Manager and Head of Active Engagement at Anson Funds, a privately held alternative asset manager with US$2billion in assets, since October 2023. Prior to Anson Funds, he was a Senior Analyst at Legion Partners, a value-oriented activist investment manager, from January 2018 to September 2023 and served on the board of directors of Momentive Global, the holding company parent of SurveyMonkey from March 2022 to May 2023. Previously, from March 2015 to January 2018, Mr. Gupta was a member of the founding team at Finchwood Capital, a concentrated, long/short Technology, Media and Telecommunications equity hedge fund. Prior to Finchwood Capital, from March 2014 to February 2015, he was an investment professional at Balyasny Asset Management, a multi-strategy hedge fund, and from July 2012 to March 2014, he was at KKR as a member of the special situations and private debt investment teams. Mr. Gupta began his career as an investment banker with UBS. He holds a B.S. in business administration from the Haas School of Business at the University of California, Berkeley, where he graduated Beta Alpha Psi. Mr. Gupta has been nominated to continue to serve on our Board of Directors, in accordance with an amended and restated cooperation agreement with Anson Funds, because of his extensive investment experience in numerous organizations. | | Sagar Gupta Age: 38 Director Since: 2024 | |

  4. Information Regarding the Nominees

    | VOTE | | The Board of Directors Recommends a Vote “FOR” Each Named Nominee. |

  5. Information Regarding the Nominees

    | Five9, Inc. | 15 | 2026 Proxy Statement |

  6. Information Regarding the Nominees

    | Proposal No. 3 | Table of Contents |

  7. Information Regarding Other Directors Continuing in Office

    Information Regarding Other Directors Continuing in Office

  8. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    Class I Directors — Term ending at the 2027 annual meeting of stockholders

  9. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | | Michael Burdiek, age 66, has served as a member of our Board of Directors since September 2015. From October 2020 to November 2021, Mr. Burdiek served as the Chief Executive Officer and also as a member of the board of directors of Motion Acquisition Corp. until its business combination with DocGo, Inc. Since November 2021, Mr. Burdiek has served on the board of directors of DocGo and a member of the board of directors of IntelliShift, a provider of mobility management software. From June 2011 to March 2020, Mr. Burdiek served as President and Chief Executive Officer and as a member of the board of directors of CalAmp Corp., a global provider of telematics software and technologies. Prior to CalAmp, Mr. Burdiek was President and Chief Executive Officer of Telenetics Corporation, a provider of networking and communications products. Mr. Burdiek holds an M.B.A. and an M.S. degree in electrical engineering from California State University, Fullerton, and a B.S. degree in electrical engineering from Kansas State University. Mr. Burdiek shall continue to serve on our Board of Directors because of his strategic and operational experience, experience as Chief Executive Officer of publicly traded companies, as well as his deep understanding of technology and go-to-market strategies. | | Michael Burdiek Age: 66 Director Since: 2015 | |

  10. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | | Julie Iskow, age 64, has served as a member of our Board of Directors since February 2023. Ms. Iskow serves as the President and Chief Executive Officer of Workiva Inc. ("Workiva"), a position she has held since April 2023. She was previously the Executive Vice President and Chief Operating Officer of Workiva from October 2019 to March 2022, and the President and Chief Operating Officer from March 2022 to April 2023. Prior to joining Workiva, Ms. Iskow served as Chief Technology Officer of Medidata Solutions, Inc. from April 2015 to October 2019, and was also its Executive Vice President of Product Development from July 2016 to October 2019. From December 2013 to March 2015, Ms. Iskow served as Chief Information Officer and Senior Vice President at WageWorks, Inc., and prior to that as its Senior Vice President of Product Development and Vice President of Product Development. Ms. Iskow has also served as Vice President of Engineering at Asyst Technologies and GW Associates, Inc. Ms. Iskow has served as a member of the board of directors of Workiva since January 2021. Ms. Iskow also previously served as a member of the board of directors of Vocera Communications, Inc. from May 2019 until its acquisition in February 2022 and as a member of the board of directors of Cvent Holding Corp. from May 2022 to July 2022. Ms. Iskow earned a B.S. degree from the University of California, Berkeley and an M.S. degree from University of California, Davis. Ms. Iskow shall continue to serve on our Board of Directors because of her extensive leadership experience in the technology industry and service on the boards of directors and other leadership positions with numerous other companies and organizations. | | Julie Iskow Age: 64 Director Since: 2023 | |

  11. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | Five9, Inc. | 16 | 2026 Proxy Statement |

  12. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | Table of Contents | Proposal No. 3 |

  13. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | | Maria Walker, age 61, has served as a member of our Board of Directors since May 2024 and as chairperson of our Audit Committee since May 2025. Since March 2024, Ms. Walker has served as chairperson of the audit committee of Maplight Therapeutics, Inc., a publicly traded biopharmaceutical company focused on central nervous system disorders. From August 2020 until her retirement in December 2023, Ms. Walker was a Founding Partner and Chief Financial Officer of Patient Square Capital, a private equity firm dedicated to investing in healthcare companies. Ms. Walker served as Chief Financial Officer of Montes Archimedes Acquisition Corp, a special purpose acquisition company from October of 2020 until September 2021 when it merged with Roivant Sciences. Ms. Walker also served on the board of directors of ForgeRock Inc. and as Audit Committee Chairman from November 2019 until August of 2023, when it was acquired by Thoma Bravo. From July 2018 to February 2020, Ms. Walker was co-founder and CEO of Recuerdo Therapeutics a seed stage biotech company. From 2008 to 2018, Ms. Walker held various leadership roles at KPMG U.S, a public accounting firm, including Audit Partner, Senior Director of the Venture Capital Practice and a Global Lead Partner, Private Equity and she led the Bay Area Asset Management Practice. Ms. Walker holds a B.A. in Economics from the University of California, San Diego. Ms. Walker shall continue to serve on our Board of Directors because of her extensive accounting and financial experience, as well as her leadership experience in the technology industry and service on the board of directors, audit committee and other leadership positions with numerous other companies and organizations. | | Maria Walker Age: 61 Director Since: 2024 | |

  14. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    Class II Directors — Term ending at the 2028 annual meeting of stockholders

  15. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | | Susan Barsamian, age 66, has served as a member of our Board of Directors since January 2021. Ms. Barsamian served as Chief Sales and Marketing Officer for Hewlett Packard Enterprise Software (“HPE”) from November 2016 to September 2017 through its merger with Micro Focus International plc in September 2017. From August 2015 to November 2016, she served as General Manager of Enterprise Security Products at HPE. From 2006 to 2015, she served in various roles at Hewlett Packard. Earlier in her career, she held leadership positions at Mercury Interactive and Verity, Inc. Since August 2020, she has served on the Board of Directors for Kansas State University Foundation. Ms. Barsamian currently serves on the Board of Directors of GEN Digital, Inc., a consumer cyber safety company, and Box, Inc., a cloud content management company. Ms. Barsamian holds a B.S. with honors in electrical engineering from Kansas State University. Ms. Barsamian has been nominated to continue to serve on our Board of Directors because of her extensive product and leadership experience in the technology industry and service on the boards of directors of numerous other companies and organizations. | | Susan Barsamian Age: 66 Director Since: 2021 | |

  16. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | Five9, Inc. | 17 | 2026 Proxy Statement |

  17. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | Proposal No. 3 | Table of Contents |

  18. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | | Jonathan Mariner, age 71, has served as a member of our Board of Directors since May 2023. Mr. Mariner is the founder and has served as president of TaxDay, LLC, a private software firm, since April 2016. Mr. Mariner has served as a General Partner of Harbinger Sports Partners, a private equity firm, since July 2025, and as Senior Advisor for Andalusian Private Capital. Mr. Mariner previously served as the Chief Administrative Officer of Enjoy Technologies, a premium home delivery company that operated mobile retail stores for major consumer technology companies in North America and the U.K., from December 1, 2020 to September 30, 2022, and was a member of its board of directors. He also served, on an interim basis, from February 2019 to August 2019, as the Head of Regional Sports Networks for the Walt Disney Company. He spent the majority of his professional career as an executive in professional sports, serving as Executive Vice President and Chief Financial Officer for Major League Baseball from 2002 to 2014, where he led the league’s accounting, treasury and budgeting functions, completed more than a dozen franchise purchase and sale transactions, and helped create the league’s strategic investment fund, and as Chief Investment Officer from 2015 to 2016. Prior to his position at Major League Baseball, Jonathan was the CFO for the Florida Marlins Baseball Club, Florida Panthers Hockey Club and Dolphins Stadium. Mr. Mariner serves on the board of directors of OneStream, Inc. (formerly OneStream Software LLC) ("OneStream") an enterprise finance management software company, and Rocket Companies, Inc., a technology-driven real estate, mortgage and financial services business, where he also serves as the chair of its audit committee. He also serves on audit committees of private companies, including IEX Stock Exchange and Little League Baseball International. From May 2019 to February 2025, Mr. Mariner served on the board of directors of Tyson Foods, Inc., one of the world’s largest food companies, where he also served as the chair of the audit committee. From May 2017 to May 2019, Mr. Mariner also served as a director for Ultimate Software, a software company engaged in research, development, and delivery of human capital management technology, where he also served as the chair of its audit committee. From February 2016 to July 2021, Mr. Mariner served as a director of McGraw Hill Education, a global education company that partners with millions of educators, learners and professionals around the world, where he also served on its compensation committee and chaired its audit committee. Mr. Mariner has been nominated to continue to serve on our Board of Directors because of his extensive accounting, financial, operating and management experience, financial expertise through his service as chief financial officer of several companies, and experience in overseeing auditors and financial audits, as well as his service on the boards of directors and other leadership positions with numerous other companies and organizations. | | Jonathan Mariner Age: 71 Director Since: 2023 | |

  19. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | Five9, Inc. | 18 | 2026 Proxy Statement |

  20. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | Table of Contents | Proposal No. 3 |

  21. Class II Directors — Term ending at the 2028 annual meeting of stockholders

    | | Sudhakar Ramakrishna, age 58, has served as a member of our Board of Directors since September 2025. Mr. Ramakrishna has served as the Chief Executive Officer and President of SolarWinds Corporation, a provider of secure observability and IT management software, since January 2021 and as a director of SolarWinds Corporation since December 2020. Prior to SolarWinds, Mr. Ramakrishna served as the Chief Executive Officer and director of Pulse Secure, LLC, a provider of secure and zero trust access solutions for Hybrid IT environments, from July 2015 until its acquisition by Ivanti Inc. in December 2020. Mr. Ramakrishna has served as a member of the board of directors of Cardinal Health, Inc., a healthcare services and products company, since April 2025, and as a member of the board of directors of Model N, Inc., a private provider of revenue management systems for life science and advanced technology companies, since November 2024. Mr. Ramakrishna also previously served as a member of the board of directors of SADA Systems, LLC from January 2022 until its acquisition in December 2023, as a member of the board of directors of SailPoint Technologies Holdings, Inc., a provider of enterprise identity security solutions, from July 2021 until its acquisition in August 2022, and as a member of the board of directors of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition company focused on technology targets, from October 2021 to March 2023. Mr. Ramakrishna holds an M.S. in Computer Science from Kansas State University and a Master’s of Management from Northwestern University’s Kellogg School of Management. Mr. Ramakrishna has been nominated to continue to serve on our Board of Directors because of his experience as a global technology leader with nearly twenty-five years of experience and deep expertise in cloud, networking, security, and collaboration markets. | | Sudhakar Ramakrishna Age: 58 Director Since: 2025 | |

  22. Information Regarding the Board of Directors and Its Committees

    Information Regarding the Board of Directors and Its Committees The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Technology and AI Committee, formed in October 2025. The following table provides membership information for each of these committees as of April 7, 2026:

  23. Qualifications for Director Nominees

    Qualifications for Director Nominees The Nominating and Governance Committee has established the following minimum criteria for evaluating prospective Board candidates: •Reputation for integrity, strong moral character and adherence to high ethical standards. •Holds or has held a generally recognized position of leadership in his or her community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment. •Demonstrated business acumen and experience, and ability to exercise sound business judgment and common sense in matters that relate to the current and long-term objectives of the Company. •Ability to read and understand basic financial statements and other financial information pertaining to the Company. •Commitment to understand the Company and its business, industry and strategic objectives. •Commitment and ability to regularly attend and participate in meetings of the Board of Directors, committees of the Board of Directors and stockholders. •Number of other company boards of directors on which the candidate serves and ability to generally fulfill all responsibilities as a director of the Company. •Willingness to represent and act in the interests of all stockholders of the Company rather than the interests of a particular group. •Good health, and ability to serve. •For prospective non-employee directors, independence under applicable SEC and stock exchange rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director. •Willingness to accept the nomination to serve as a director of the Company. •Directors that reach or exceed 72 years of age in a calendar year in which their term of office as a director will expire are required to tender his or her resignation to the Nominating and Governance Committee, for consideration by the Board of Directors upon the recommendation of the Nominating and Governance Committee.

  24. Other Factors for Potential Director Nominee Consideration

    Other Factors for Potential Director Nominee Consideration The Nominating and Governance Committee will also consider the following factors in connection with its evaluation of each prospective nominee: •Whether the prospective nominee will foster a broad base of skills, perspectives and experiences. •Whether the prospective nominee has expertise on social responsibility, environmental, climate, sustainability, and governance issues. •Whether the prospective nominee has experience and expertise on cybersecurity issues. •For potential Audit Committee members, whether the nominee possesses the requisite education, training and experience to qualify as “financially literate” or as an audit committee “financial expert” or equivalent requirement under applicable SEC and stock exchange rules. •For incumbent directors standing for re-election, the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Company, number of other company boards on which the director serves and any changed circumstances affecting the individual director that may bear on his or her ability to effectively continue to serve on the Board of Directors. •The composition of the Board of Directors and whether the prospective nominee will add to or complement the Board of Director’s existing skills, strengths and needs.

  25. Other Factors for Potential Director Nominee Consideration

    | Five9, Inc. | 25 | 2026 Proxy Statement |

  26. Other Factors for Potential Director Nominee Consideration

    | Table of Contents | Corporate Governance |

  27. Attendance at Annual Meeting of Stockholders by the Board of Directors

    Attendance at Annual Meeting of Stockholders by the Board of Directors Pursuant to our Corporate Governance Guidelines, our directors are encouraged, but not required, to attend our annual meeting of stockholders. Ms. Barsamian, Ms. Walker, and each of Messrs. Acosta, Burdiek, Burkland, Gupta, Mariner, and Zollars attended our 2025 annual meeting of stockholders on May 21, 2025. Mr. Mathradas joined our Board of Directors in February 2026, and Mr. Ramakrishna joined our Board of Directors in September 2025 and, therefore, neither were directors at the time of our 2025 annual meeting of stockholders.

  28. Director Compensation

    Director Compensation Consistent with our non-employee director compensation policy, in 2025 each non-employee director was eligible to earn an annual cash retainer, additional fees based on committee service, and receive an annual equity award under our 2014 Equity Incentive Plan (the “2014 Plan”).

  29. 2025 Director Compensation Table

    2025 Director Compensation Table

  30. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | Jack Acosta(4) | 21,456 | — | — | 21,456 | | Susan Barsamian | 52,500 | 199,998 | — | 252,498 | | Michael Burdiek(5) | 54,625 | 199,998 | — | 254,623 | | Sagar Gupta | 35,000 | — | — | 35,000 | | Julie Iskow | 42,500 | 199,998 | — | 242,498 | | Jonathan Mariner(6) | 52,769 | 199,998 | — | 252,767 | | Sudhakar Ramakrishna(7) | 11,192 | 533,298 | — | 544,490 | | Maria Walker(8) | 51,126 | — | — | 51,126 | | David Welsh(9) | 48,000 | 199,998 | — | 247,998 | | Robert Zollars(10) | 58,042 | 199,998 | — | 258,040 |

  31. 2025 Director Compensation Table

    1.Amounts reported in this column represent the fees earned by or paid in cash to our non-employee directors in 2025 based on our non-employee director compensation policy set forth above and pro rated for a partial year of service. 2.The aggregate grant date fair values of equity awards reported in this column have been calculated in accordance with FASB ASC Topic 718. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 19, 2026 for a discussion of assumptions made in determining the grant date fair value of these equity awards. All unvested and outstanding stock awards granted to our non-employee directors will become fully vested upon a change in control (as defined in our 2014 Plan) of the Company. 3.As of December 31, 2025, the number of shares of our Common Stock subject to outstanding stock options and unvested RSUs held by our non-employee directors were as follows:

  32. 2025 Director Compensation Table

    | Name | Stock Options Outstanding (#) | RSUs That Have Not Vested (#) | | Susan Barsamian | — | 7,840 | | Michael Burdiek | — | 7,840 | | Sagar Gupta | — | 6,278 | | Julie Iskow | — | 9,485 | | Jonathan Mariner | — | 10,137 | | Sudhakar Ramakrishna | — | 21,230 | | Maria Walker | — | 5,084 | | Robert Zollars | — | 7,840 |

  33. 2025 Director Compensation Table

    4.Amounts reported for Mr. Acosta were through his term as a director, which ended at the conclusion of the 2025 Annual Meeting. 5.Amounts reported for Mr. Burdiek reflect the pro-rated fees paid to Mr. Burdiek for his term as chair of the Compensation Committee, which began on September 26, 2025. 6.Amounts reported for Mr. Mariner include fees for his membership on the Nominating and Governance Committee that were earned during 2024, but were paid in March 2025 due to administrative error and the pro-rated fees paid to Mr. Mariner for his term as chair of the Nominating and Governance Committee, which began on September 26, 2025.

  34. 2025 Director Compensation Table

    | Five9, Inc. | 31 | 2026 Proxy Statement |

  35. 2025 Director Compensation Table

    | Table of Contents | Corporate Governance |

  36. 2025 Director Compensation Table

    7.Upon Mr. Ramakrishna's appointment to the Board of Directors on September 26, 2025, his initial equity grants consisted of (i) an RSU award with an award value of $400,000, which will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to his continued service through each such vesting date; and (ii) a pro-rated RSU award with an award value of $133,333, which will vest in full in one installment on the first anniversary of the grant date, subject to his continued service through such date. Vesting of these awards will accelerate upon (A) a change of control of the Company or (B) the termination of Mr. Ramakrishna's continuous service due to his death or disability. 100% of the remaining unvested portion of the awards, if any, will immediately vest in full in the case of a change of control or Mr. Ramakrishna's death. 50% of the remaining unvested portion of the awards will immediately vest in the case of termination of Mr. Ramakrishna's continuous service due to his disability. Mr. Ramakrishna will not be eligible for the regular 2026 automatic annual grant of RSUs to non-employee directors scheduled to occur on the date of the 2026 Annual Meeting, but will be eligible for regular automatic grants thereafter assuming his continued service on the Board of Directors. 8.Amounts reported for Ms. Walker reflect the pro-rated fees paid to Ms. Walker for her term as chair of the Audit Committee, which began immediately after the 2025 Annual Meeting. 9.Amounts reported for Mr. Welsh are for fees paid during his term as a director, which ended upon his resignation effective September 26, 2025. 10.Amounts reported for Mr. Zollars reflect the pro-rated fees paid to Mr. Zollars for (i) his term as chair of the Compensation Committee, which ended on September 26, 2025, and (ii) his term as Lead Independent Director, which began on September 26, 2025.

  37. Audit Committee Report

    Bryan Lee, age 47, was appointed as our Chief Financial Officer in July 2025. Prior to that time, Mr. Lee served as our Interim Chief Financial Officer from April 2025 to July 2025, as our Executive Vice President, Finance from December 2024 to April 2025 and our Treasurer since April 2024. Prior to that, Mr. Lee served as our Senior Vice President, FP&A from September 2019 to December 2024, Vice President, FP&A from April 2015 to September 2019 and Senior Director, FP&A from August 2014 to April 2015. Previously, Mr. Lee was a Vice President of J.P. Morgan's Technology investment banking group, where he provided strategic advice on mergers and acquisitions, initial public offerings, and other financial transactions for technology clients. Mr. Lee holds a B.A. in Architecture from U.C. Berkeley and an M.B.A. from U.C. Berkeley's Haas School of Business. Andy Dignan, age 48, has served as our President since March 2025, and prior to that served as our Chief Operating Officer since November 2023. Prior to that, Mr. Dignan served as our Chief Customer Officer from December 2022, and prior to that served in various executive positions with the Company since his initial hire as Senior Vice President, Professional Services in September 2018. Prior to Five9, Mr. Dignan served as the Global Head of Collaboration & Contact Center GTM at Cisco Systems, Inc., a networking, cloud, and cybersecurity solutions company (“Cisco”) from November 2014 to September 2018. Panos Kozanian, age 46, has served as our Executive Vice President of Product Engineering since July 2022. Prior to that, Mr. Kozanian served as our Executive Vice President of Cloud Operations from February 2021. Prior to Five9, Mr. Kozanian spent 14 years at Cisco where he led the Webex platform team composed of Development and Operations, Sight Reliability Engineering, Data Center Operations, System Operations and Cloud Engineers with responsibility for the productivity, reliability, and operating budget of over 3,000 developers. Mr. Kozanian holds a B.S. degree in Computer Engineering from Santa Clara University. Tiffany Meriweather, age 42, has served as our Chief Administrative and Legal Officer and Corporate Secretary since July 2025. Prior to that, Ms. Meriweather served as Chief Legal Officer and Corporate Secretary from March 2025 to July 2025 and interim Chief Legal Officer and Corporate Secretary from September 2024 to March 2025. Prior to joining Five9, she served as SVP, General Counsel and Corporate Secretary of Guitar Center, Inc. from May 2024 to September 2024. Prior to Guitar Center Inc., she served as the Chief Legal Officer and Corporate Secretary of Enjoy Technology, Inc., a mobile retail and technology company from April 2021 to May 2024, as well as interim Principal Executive Officer and Consultant from September 2022 to Mary 2024. Ms. Meriweather has also served as Senior Vice President, Legal and Assistant Secretary at Clear Channel Outdoor (NYSE: CCO), and as Vice President, Counsel, Corporate and Securities at CBS Corporation (NASDAQ: PARA). Prior to CBS, she served as a corporate attorney at Skadden, Arps, Slate, Meagher & Flom LLP from October 2008 to September 2017. Ms. Meriweather received a Bachelor of Arts degree with a double major in Psychology and Political Science from Emory University, and a Juris Doctor from Columbia Law School.

  38. •Short-Term Cash Incentive Awards

    •Short-Term Cash Incentive Awards ◦For 2025, payouts were based on an annual performance period. The 2025 short-term cash incentive awards did not include the transitional mid-year draw feature that was included in 2024. Additionally, we transitioned to LFCF as a performance measure in our annual bonus plan, reflecting a strategic shift toward emphasizing cash efficiency and financial sustainability. This change aligns with our commitment to driving disciplined capital allocation and ensuring strong cash flow generation to support long-term growth and creation of stockholder value. As part of this shift, the mix of performance measures was adjusted to 70% revenue and 30% LFCF, balancing top-line growth with a focus on cash flow management. This updated structure incentivizes our leaders to deliver profitable growth while maintaining operational efficiency and financial flexibility.

  39. •Equity Awards

    •Equity Awards ◦We continued the performance-based focus of our equity award program by maintaining the award split for our then-current NEOs (other than our CEO and Mr. Zwarenstein) of approximately 66-2/3% of the value to RSU awards and 33-1/3% of the value to performance-based restricted stock unit ("PRSU") awards. The allocation for our CEO remained at approximately 50% of the value to RSU awards and approximately 50% of the value to PRSU awards. ▪We kept the length of the measurement periods for our PRSU awards consistent with 2024. For 2025, the PRSUs are subject to the following three overlapping measurement periods: •Performance during 2025 (one year period) •Performance from 2025 through 2026 (two-year period) •Performance from 2025 through 2027 (three-year period). ▪We kept the metric of the PRSU awards consistent with 2024, with 100% of the award based on Relative Total Shareholder Return ("RTSR") versus the companies of the S&P Software and Services Select Index.

  40. •Equity Awards

    | Five9, Inc. | 43 | 2026 Proxy Statement |

  41. •Equity Awards

    | Table of Contents | Executive Compensation |

  42. •Equity Awards

    •Other ◦In addition, our Severance Plan (as defined below) was set to expire by its terms on April 4, 2025. After consultation with Compensia to confirm that the potential payments and benefits under the Severance Plan were still competitive and its terms are consistent with best practices, in February 2025, the Compensation Committee approved an extension of our Severance Plan for an additional two-year period (i.e., through April 4, 2027) on its existing terms.

  43. •Determination of Incoming CEO Compensation

    •Determination of Incoming CEO Compensation ◦In establishing the compensation package for Mr. Mathradas, the Compensation Committee conducted a rigorous review based on an analysis of competitive market data conducted by Compensia. This analysis evaluated both annual and new-hire CEO compensation practices within our 2026 compensation peer group, supplemented by broader market data for newly appointed CEOs at technology companies of similar scale. ◦Following the determination to extend an offer, the Compensation Committee engaged in arm’s-length negotiations with Mr. Mathradas. The Committee’s primary objective was to structure a highly competitive, market-aligned compensation package that firmly adheres to our pay-for-performance philosophy. Consequently, the resulting agreement ensures that the vast majority of Mr. Mathradas’s target total direct compensation is "at-risk" and heavily weighted toward equity, directly tying his realized pay to the creation of long-term stockholder value. Additionally, to facilitate a seamless executive onboarding process, the Committee structured targeted, temporary benefits to support Mr. Mathradas during his initial geographic transition and eventual potential relocation. As part of his offer letter dated December 15, 2025 and as previously disclosed, Mr. Mathradas was provided with the following compensation following his appointment as our Chief Executive Officer, effective February 2, 2026: ▪Base Salary: An initial annual base salary of $600,000. ▪Target Bonus: A target annual bonus opportunity equal to 100% of his base salary, subject to the same plan design and corporate performance metrics as the other Named Executive Officers (NEOs) in 2026 and with any bonus paid for 2026 prorated based on his start date. ▪Sign-on Bonus: A $550,000 sign-on bonus, payable in two installments and subject to clawback if Mr. Mathradas terminates employment within 12 months. ▪Equity Awards: New-hire equity grants in 2026, deliberately comprised of 53% PRSUs and 47% RSUs to align his ongoing service directly with long-term Company performance and stockholder returns and as described in more detail below. ▪PRSUs with a target value of $14.0 million: Between 0% and 200% of the target number of PRSUs may be earned based on the Company's RTSR performance compared to companies in the S&P Software & Services Select Index during two overlapping measurement periods. 60% of the target award is tied to a two-year measurement period (2026-2027), and 40% is tied to a three-year measurement period (2026-2028). ▪Absolute TSR Cap: Crucially, if the Company's actual total shareholder return is negative for either measurement period, the payout for that period is capped at 100% of target, regardless of the RTSR outperformance. ▪RSUs with a target value of $12.5 million: The RSUs vest over a three-year period, subject to a one-year cliff where one-third of the shares vest on the one-year anniversary, with the remaining shares vesting in equal quarterly installments over the subsequent two years.

  44. 2025 Executive Compensation Policies and Practices

    2025 Executive Compensation Policies and Practices We believe we design and implement our executive compensation policies and practices in accordance with sound governance standards. The Compensation Committee meets regularly throughout the year to review our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the markets in which we compete for executive talent. The following policies and practices continued in effect during 2025: •Independent Compensation Committee The Compensation Committee is comprised solely of independent directors. •Independent Compensation Committee Advisor The Compensation Committee engaged its own compensation consultant to assist with its 2025 compensation reviews and determinations. This consultant performed no other consulting or other services for us in 2025. •Annual Executive Compensation Review The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on us. •Executive Compensation Policies and Practices Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following: ◦Compensation At-Risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders. ◦Limited Perquisites. We provided only limited perquisites and other personal benefits to our executive officers, including standard relocation benefits. ◦No Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits. ◦No Change-In-Control Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. ◦“Double-Trigger” Change in Control Arrangements. All change in control payments and benefits for our NEOs are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid). ◦Minimum Share Ownership. Our executive officers, including our NEOs, and the non-employee members of the Board of Directors, are subject to stock ownership guidelines as described below. ◦Hedging and Pledging Prohibited. We prohibit our employees, including our NEOs, and the non-employee members of the Board of Directors from engaging in transactions that are of a speculative nature, including entering into any short sales, put option contracts, straddles or similar arrangements based on our securities. We also prohibit our employees, including our NEOs, and the non-employee members of the Board of Directors from pledging our securities or holding our securities in a margin account. ◦Clawback Policy. We maintain a compensation recoupment (“clawback”) policy intended to comply with Exchange Act Rule 10D-1 and applicable NASDAQ listing standards.

  45. •Short-Term Cash Incentive Awards

    •Short-Term Cash Incentive Awards ◦For 2026, payouts will continue to be based on an annual performance period, with the same mix of performance measures as 2025, 70% revenue and 30% LFCF, balancing top-line growth with a focus on cash flow management. We continue to believe this structure incentivizes our leaders to deliver profitable growth while maintaining operational efficiency and financial flexibility.

  46. •Equity Awards

    •Equity Awards ◦Annual Awards for NEOs: For 2026, we continued the performance-based focus of our equity award program by maintaining the award split for our then-current NEOs (other than our CEO) of approximately 66-2/3% of the value to RSU awards and 33-1/3% of the value to PRSU awards. Neither Messrs. Burkland nor Mathradas received an annual grant in conjunction with our 2026 annual grants, although, as previously noted, Mr. Mathradas received new-hire equity awards with approximately 53% of their value in PRSUs and 47% of their value in RSUs in February 2026 pursuant to the terms of his offer letter, as described in the “2025 Executive Compensation Actions” section above. ◦In our ongoing commitment to a robust pay-for-performance philosophy, the Compensation Committee updated the design of our PRSU program, extending the program to all of our current executive officers, including our current NEOs (other than Mr. Mathradas, whose PRSU grant was approved before these changes were implemented). These enhancements are designed to strengthen the alignment between executive execution, macroeconomic dynamics, and long-term stockholder value creation. For the recent PRSU grants to our NEOs (other than Mr. Mathradas) the Committee implemented two primary design enhancements: ▪Strategic Realignment of Performance Metrics (70% Operational / 30% Market): •Performance is now measured by two highly strategic metrics: Subscription Revenue Growth Rate ("CAGR"), weighted at 70%, and RTSR performance compared to companies in the S&P Software and Services Select Index, weighted at 30%. This recalibration directly aligns our executive compensation design with the prevailing practices of our 2026 compensation peer group by employing a deliberate balance of operational execution and market-aligned metrics to drive long-term stockholder value. ◦Driving Top-Line Execution (70%): The Committee deliberately selected CAGR as our primary and most heavily weighted metric to provide our leadership team with a highly visible operational hurdle that is directly within their control. In a broader market environment characterized by ongoing SaaS multiple compression and sector-wide volatility, this structure ensures management remains relentlessly focused on aggressively capturing organic market share and driving sustained top-line expansion. ◦Ensuring Stockholder Alignment & Market Outperformance (30%): To balance this operational focus and respond directly to stockholder feedback, the Committee maintained RTSR as a meaningful 30% component. This ensures that while our leadership team is incentivized to execute operational targets independent of broader market fluctuations, overall compensation outcomes remain fundamentally tethered to the stockholder experience. Consistent with the balanced structures favored by our

  47. •Equity Awards

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  49. •Equity Awards

    2026 peers, outperformance is only fully realized if our internal operational success translates into superior, relative market-leading returns, ensuring executives are only optimally rewarded when they deliver value to our stockholders. •Lengthening of Measurement Periods (Elimination of One-Year Measurement Period) ◦To further ensure that our PRSU program exclusively rewards sustained, long-term performance, the Committee eliminated the one-year measurement period utilized in prior years. The number of performance measurement periods has been reduced from three to two overlapping, multi-year periods: ▪Two-Year Period (2026–2027): Caps vesting at up to 60% of the maximum award. ▪Three-Year Period (2026–2028): Caps vesting at up to 40% of the maximum award. ◦This adjustment directly addresses stockholder preferences by removing short-term tranches from our long-term incentive architecture. By utilizing overlapping two- and three-year measurement periods, we lock management's focus on enduring value creation and mitigate the risk of executives being rewarded for transient, short-term stock price spikes. ▪Summary of PRSU Design Enhancements

  50. •Equity Awards

    | Plan Feature | New PRSU Design | Strategic Objective & Compensation Rationale | | Performance Metrics & Weighting | 70% Subscription Revenue CAGR 30% RTSR (vs. S&P Software and Services Select Index) | Focus & Insulation: Provides management with a controllable, operational North Star (Subscription Revenue) to drive intrinsic valuation. Stockholder Alignment: Maintains a rigorous market hurdle (RTSR) to ensure operational wins translate to superior market returns before max payouts are achieve. | | Measurement Periods | Eliminated 1-Year Period Now utilizes two overlapping long-term periods: •2026 - 2027 (2-Year): 60% of max •2026 - 2028 (3-Year): 40% of max | Long-Term Accountability: Directly responds to stockholder feedback by removing short-term milestones from the LTI program. The overlapping structure requires sustained, multi-year execution and prevents windfalls from short-term market volatility. |

  51. •Equity Awards

    ▪To ensure our executive compensation programs remain highly competitive while rigorously protecting stockholder interests, the Committee also transitioned from four-year to three-year vesting schedules for RSUs. This strategic acceleration aligns our equity architecture with progressive trends observed among our 2026 compensation peer group, all of whom predominantly use three-year durations. Crucially, compressing the vesting timeline increases the annualized realized value of executive grants without increasing the absolute number of shares awarded. As demonstrated by peer precedents, this mathematical trade-off directly benefits stockholders by preserving the broader equity pool and mitigating overall dilution. Furthermore, in a demanding macroeconomic environment, we believe this change in vesting velocity functions as a highly effective talent acquisition and retention tool. By adopting this prevailing market standard, most notably within the compensation structure for our incoming CEO, we believe our total rewards package balances competitiveness and talent retention without over-leveraging our available share reserves.

  52. •Equity Awards

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  54. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, accounting and other advisors. During 2025, the Compensation Committee continued to directly engage Compensia as its advisor for executive officer and non-employee director compensation and broad-based equity compensation matters. More specifically, Compensia: •reviewed and recommended updates to our compensation peer group; •reviewed and provided a competitive market analysis on executive officer and non-employee director cash and equity compensation for our 2025 compensation determinations; •reviewed and provided competitive market analyses on the President, Chief Legal Officer, Chief Administrative and Legal Officer, Chief Financial Officer and Chief Revenue Officer positions; •reviewed and provided information associated with the transition of the CEO position; •reviewed and provided recommendations on an equity strategy and the development of equity grant guidelines; •reviewed and provided information on our equity "burn rate" and equity usage considerations; •summarized and provided observations on stockholder feedback on the 2025 annual stockholders' meeting and proxy advisory firm analyses of our executive compensation program; and •reviewed and provided comments on the Compensation Discussion & Analysis section of our Proxy Statement for 2025. In 2025, the Compensation Committee considered the independence of Compensia in light of the listing standards of NASDAQ on compensation committee independence and the applicable SEC rules. Based on these standards and rules, the Compensation Committee concluded that no conflict of interest was raised with respect to the work of Compensia.

  55. Competitive Positioning: July 2024 Compensation Peer Group Evaluation

    Competitive Positioning: July 2024 Compensation Peer Group Evaluation In July 2024, with the assistance of Compensia, the Compensation Committee reviewed and updated our compensation peer group to reflect changes in our market capitalization, recognize our evolving business focus, and account for acquisitions of former peer companies. The compensation peer group described below was utilized when determining the compensation of all our executive officers for 2025, including the compensation of Mr. Lee upon his appointment as our Interim Chief Financial Officer effective April 1, 2025 and his appointment as our Chief Financial Officer effective July 31, 2025, Mr. Dignan upon his promotion to the role of President effective March 10, 2025, and Ms. Meriweather upon her appointment as our Chief Legal Officer and Corporate Secretary effective March 26, 2025 and upon her promotion to the role of Chief Administrative and Legal Officer and Corporate Secretary effective July 28, 2025. The companies in this updated compensation peer group were selected on the basis of their similarity to us, based on the following criteria: •similar revenue size - ~0.5x to ~2.0x our last four quarters' revenue of approximately $939 million as of the first quarter of 2024 (approximately $470 million to approximately $1.9 billion);

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  58. Competitive Positioning: July 2024 Compensation Peer Group Evaluation

    •similar market capitalization - ~0.33x to ~3.0x our market capitalization of approximately $3.7 billion as of June 12, 2024 (approximately $1.2 billion to approximately $11.2 billion); •Industry - SaaS companies; •executive positions similar in breadth, complexity and/or scope of responsibility; and •competitors for executive talent. As part of this review, the Compensation Committee made several adjustments to Five9’s compensation peer group: •Five companies were removed, two were removed because they were subsequently acquired (Alteryx, New Relic) and three were removed because they exceeded our updated market capitalization range described above (Cloudflare, Samsara, Zscaler). •Four companies were added (Asana, Box, EverCommerce, nCino) as they align well with our selection criteria and represent relevant SaaS peers for executive talent comparisons. As a result, the Compensation Committee approved an updated compensation peer group consisting of the following companies:

  59. Competitive Positioning: July 2024 Compensation Peer Group Evaluation

    | AppFolio | EverCommerce | Qualys | | Asana | Freshworks | Rapid7 | | Bill Holdings | Guidewire Software | RingCentral | | Blackline | nCino | Smartsheet | | Box | Paylocity | Sprinklr | | Dynatrace | Procure Technologies | | | Elastic N.V. | Q2 Holdings | |

  60. Competitive Positioning: July 2024 Compensation Peer Group Evaluation

    As of the July 2024 evaluation, Five9 was positioned as follows: •Revenue: Five9’s $939 million last four quarter revenue places it at the 55th percentile within the peer group (range: ~$491 million to ~$2.25 billion, median: ~$800 million). •Market Capitalization: Five9’s $3.7 billion market capitalization ranks at the 40th percentile (range: ~$1.8 billion to ~$13.9 billion, median: ~$4.1 billion). •Revenue Growth: Five9’s 15% revenue growth is at the 47th percentile, closely aligning with the peer group median (range: ~5% to ~34%). •Employee Size: Five9’s 2,684 employees placed it at the 52nd percentile, reflecting an efficient workforce relative to peers (range: ~1,504 to ~6,100 employees, median: ~2,530).

  61. Competitive Positioning: July 2025 Compensation Peer Group Evaluation

    Competitive Positioning: July 2025 Compensation Peer Group Evaluation In July 2025, with the assistance of Compensia, the Compensation Committee reviewed and updated our compensation peer group to reflect changes in our market capitalization, recognize our evolving business focus, and account for acquisitions of former peer companies. The compensation peer group described below was utilized when determining the compensation of Mr. Mathradas upon his appointment as CEO effective February 2, 2026 (as described above in the "2025 Executive Compensation Actions" section). The companies in this updated compensation peer group were selected on the basis of their similarity to us, based on the following criteria: •similar revenue size - ~0.5x to ~2.0x our last four quarters' revenue of approximately $1.08 billion as of the first quarter of 2025 (approximately $537 million to approximately $2.15 billion);

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  64. Competitive Positioning: July 2025 Compensation Peer Group Evaluation

    •similar market capitalization - ~0.33x to ~3.0x our market capitalization of approximately $2.1 billion as of July 15, 2025 (approximately $690 million to approximately $6.3 billion); •Industry - SaaS companies; •executive positions similar in breadth, complexity and/or scope of responsibility; and •competitors for executive talent. As part of this review, the Compensation Committee made several adjustments to Five9’s compensation peer group: •Seven companies were removed, one was removed because they were subsequently acquired (Smartsheet) and six were removed because they exceeded our updated market capitalization range described above (AppFolio, Dynatrace, Elastic N.V., Guidewire Software, Paylocity Holdings, Procore Technologies). •Six companies were added (Blackbaud, Coursera, LiveRamp Holdings, Teradata, Upwork, Zeta Global Holdings) as they align well with our selection criteria and represent relevant SaaS peers for executive talent comparisons. •One company (RingCentral) was outside the normal financial selection criteria. The Committee determined it would be in our best interest to retain it because it is a competitor that reflects the specific market for executive talent and maintains year-over-year benchmarking consistency, despite its divergence from our standard financial size criteria. As a result, the Compensation Committee approved an updated compensation peer group consisting of the following companies:

  65. Competitive Positioning: July 2025 Compensation Peer Group Evaluation

    | Asana | EverCommerce | Rapid7 | | Bill Holdings | Freshworks | RingCentral | | Blackbaud | LiveRamp Holdings | Sprinklr | | BlackLine | nCino | Teradata | | Box | Q2 Holdings | Upwork | | Coursera | Qualys | Zeta Global Holdings |

  66. Competitive Positioning: July 2025 Compensation Peer Group Evaluation

    As of the July 2025 evaluation, Five9 was positioned as follows: •Revenue: Five9’s $1.075 billion last four quarter revenue places it at the 71st percentile within the peer group (range: ~$557 million to ~$2.43 billion, median: ~$761 million). •Market Capitalization: Five9’s $2.1 billion market capitalization ranks at the 23rd percentile (range: ~$1.4 to ~$5.7 billion, median: ~$3.1 billion). •Revenue Growth: Five9’s 14% revenue growth is at the 88th percentile (range: -7% to 40%, median: 8%). •Employee Size: Five9’s 3,073 employees place it at the 78th percentile (range: 600 to 5,700 employees, median: 2,296). To analyze the compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings (primarily proxy statements) for the peer group companies. We also considered survey data from the Radford McLagan Compensation Database, including a custom cut of our peer group companies and a broader cut of financially comparable software companies. The competitive market analysis prepared from this data was then used as a reference point for the Compensation Committee to assess our current compensation levels in the course of its deliberations on compensation elements and amounts, as previously discussed. Going forward, the Compensation Committee intends to review and update the compensation peer group at least annually and make adjustments to its composition when appropriate, taking into account changes in both our business and the businesses of the companies in the peer group.

  67. Competitive Positioning: July 2025 Compensation Peer Group Evaluation

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  69. Short-Term Cash Incentive Compensation

    Short-Term Cash Incentive Compensation We use performance-based cash incentives to motivate our executive officers, including our NEOs, to focus on specific goals established by the Board of Directors in our annual operating plan (other than Mr. Kozanian, whose annual cash bonus opportunity was also subject to pre-established strategic engineering objectives), to provide additional cash compensation opportunities beyond base salary in a manner that is consistent with competitive market practices, and to recognize and reward achievement at or above our pre-established levels of performance.

  70. 2025 Bonus Program: Target Annual Cash Bonus Opportunities

    2025 Bonus Program: Target Annual Cash Bonus Opportunities At the start of 2025, the Compensation Committee reviewed the target annual cash bonus opportunity for each then-current NEO (expressed as a percentage of annual base salary), and, after taking into account internal pay equity with our other executive officers, pay practices within our compensation peer group, and a competitive market analysis prepared by Compensia, the Compensation Committee decided not to increase the target annual cash bonus opportunities of our NEOs. During the year, target annual cash bonus opportunities increased for Messrs. Lee and Dignan, in connection with their promotions to Chief Financial Officer and President, respectively, and for Ms. Meriweather in connection with her promotion to Chief Administrative and Legal Officer and Corporate Secretary.

  71. 2025 Bonus Program: Target Annual Cash Bonus Opportunities

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  73. 2025 Bonus Program: Target Annual Cash Bonus Opportunities

    The following table shows each NEO’s target annual cash bonus opportunity (expressed as a percentage of base salary and as a dollar amount) for 2025:

  74. 2025 Bonus Program: Target Annual Cash Bonus Opportunities

    | | Annual Target Bonus for 2025 | | | NEO | % of Base Salary | Dollar Amount | | Michael Burkland | 100 | 585,000 | | Bryan Lee(1) | 75 | 342,000 | | Barry Zwarenstein(2) | 75 | 330,000 | | Andy Dignan(3) | 85 | 395,250 | | Tiffany Meriweather(4) | 65 | 286,000 | | Panos Kozanian | 65 | 292,500 |

  75. 2025 Bonus Program: Target Annual Cash Bonus Opportunities

    1.Mr. Lee was promoted to the role of Interim Chief Financial Officer effective April 1, 2025, and promoted to Chief Financial Officer effective July 31, 2025. Accordingly, his target annual cash bonus opportunity was prorated to reflect the changes in his base salary and target bonus percentage during 2025. 2.Mr. Zwarenstein retired as our Chief Financial Officer effective March 31, 2025. Accordingly, his target annual cash bonus opportunity for 2025 was prorated for the period from January 1, 2025 through March 31, 2025. 3.Mr. Dignan was promoted to the role of President effective March 10, 2025. Accordingly, his target annual cash bonus opportunity was prorated to reflect the changes in his base salary and target bonus percentage during 2025. 4.Ms. Meriweather, who previously served as interim Chief Legal Officer and Corporate Secretary, was appointed to the role of Chief Legal Officer and Corporate Secretary effective March 26, 2025, and promoted to the role of Chief Administrative and Legal Officer and Corporate Secretary effective July 28, 2025. Accordingly, her target annual cash bonus opportunity was prorated to reflect the changes in her base salary and target bonus percentage during 2025.

  76. 2025 Bonus Program: Bonus Performance Component Weightings

    2025 Bonus Program: Bonus Performance Component Weightings In 2025, each of our executive officers, including our NEOs, was eligible to earn cash bonuses on an annual basis under our short-term cash incentive program (the “2025 Bonus Program”). Payments under the 2025 Bonus Program were based upon Company financial performance in 2025 (and for Mr. Kozanian, individual performance) as summarized below:

  77. 2025 Bonus Program: Bonus Performance Component Weightings

    | Name | Financial Performance Component Weighting(1) (%) | Individual Performance Component Weighting(2) (%) | | Michael Burkland | 100 | — | | Bryan Lee | 100 | — | | Barry Zwarenstein | 100 | — | | Andy Dignan | 100 | — | | Tiffany Meriweather | 100 | — | | Panos Kozanian | 25 | 75 |

  78. 2025 Bonus Program: Bonus Performance Component Weightings

    1.The financial performance component was based upon our achievement of pre-established revenue and LFCF targets with the revenue performance measure weighted 70% and the LFCF performance measure weighted 30%. 2.Mr. Kozanian's individual performance was based on strategic engineering objectives consistent with the key strategic goals established by the Board of Directors.

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  81. 2025 Bonus Program: Company Financial Performance Component

    2025 Bonus Program: Company Financial Performance Component In February 2025, the Compensation Committee approved revenue and LFCF as the Company performance measures for 2025 and established target performance levels based on our annual operating plan approved by the Board of Directors. The Compensation Committee chose revenue and LFCF as the performance measures for the 2025 Bonus Program because they are key performance indicators used by us in managing our business and are linked to our growth and profitability and the creation of long-term stockholder value. For purposes of the 2025 Bonus Program, LFCF, which is a non-GAAP measure, was calculated as cash flows from operating activities less cash paid from the purchases of property and equipment and capitalization of software development costs. The 2025 financial performance component was based upon our achievement of pre-established revenue and LFCF targets with the revenue performance measure weighted 70% and the LFCF performance measure weighted 30% with payout levels determined by performance against both revenue and LFCF targets, as summarized in the tables below:

  82. 2025 Bonus Program: Company Financial Performance Component

    | | Component Performance (%) | Component Payout (%)(2) | | Revenue Performance Component(1) | | | | Threshold | 85 | 70 | | Target | 100 | 100 | | Maximum | 125 | 150 | | Levered Free Cash Flow (LFCF) Component | | — | | Threshold | 80 | 80 | | Target | 100 | 100 | | Maximum | 150 | 150 |

  83. 2025 Bonus Program: Company Financial Performance Component

    1.In the event that our actual LFCF was below 80% of the LFCF target, the maximum cash payout for achieving the revenue target would have been 100% of the revenue target. 2.Performance below threshold for either performance component would result in no payout for that performance component. For performance between threshold and maximum for each performance component, the payout was calculated on a linear basis. The following table summarizes the target performance levels for revenue and LFCF for 2025 and our actual full year results with respect to each target.

  84. 2025 Bonus Program: Company Financial Performance Component

    | | Actual Annual Performance Period Ending December 31, 2025 | | | | Revenue | LFCF | | Target (in millions) | $1,160.1 | $129.7 | | Actual (in millions) | $1,149.1 | $162.1 | | Payout (% of Target)(1) | 106.2% | |

  85. 2025 Bonus Program: Company Financial Performance Component

    1.Prior to determination of the final payout percentage, the results of any unbudgeted acquisitions during the period were excluded from the calculation.

  86. 2025 Bonus Program: Company Financial Performance Component

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  88. 2025 Bonus Program: Individual Performance Component for Mr. Kozanian

    2025 Bonus Program: Individual Performance Component for Mr. Kozanian For 2025, Mr. Kozanian, our Executive Vice President of Product Engineering, the target annual cash bonus opportunity was also subject to pre-established strategic engineering objectives established by the Board of Directors. Payout of the individual performance component of the 2025 Bonus Program for Mr. Kozanian was based on achievement of challenging, but achievable, individual pre-established strategic engineering objectives that aligned with our key strategic goals as determined by our Board of Directors. We are not disclosing these objectives as we have determined that disclosure could result in competitive harm by revealing sensitive strategic information that could be used by competitors to the Company’s detriment. In 2025, the Compensation Committee determined that Mr. Kozanian achieved 77.5% of his individual pre-established strategic engineering performance objectives.

  89. 2025 Bonus Program: 2025 Payment Summary

    2025 Bonus Program: 2025 Payment Summary The following table summarizes the total payments made to each of our NEOs for 2025 as a result of the achievement of the Company financial (and for Mr. Kozanian, individual) performance objectives as described above.

  90. 2025 Bonus Program: 2025 Payment Summary

    | NEO | Total 2025 Payout | % of Target | | Michael Burkland | 621,270 | 106 | | Bryan Lee(1)(2) | 304,952 | 106 | | Barry Zwarenstein(1) | 86,564 | 106 | | Andy Dignan(1) | 407,755 | 106 | | Tiffany Meriweather(1) | 224,486 | 106 | | Panos Kozanian | 247,674 | 85 |

  91. 2025 Bonus Program: 2025 Payment Summary

    1.The achievement percentages for Messrs. Lee, Zwarenstein, and Dignan and Ms. Meriweather were based on their prorated 2025 target annual cash bonus opportunities of $288,335, $81,370, $383,932 and $211,348, as described above. 2.Included above, as part of his total 2025 payout, Mr. Lee received $55,213 under our broad based bonus program in conjunction with his service prior to his appointment as Interim Chief Financial Officer on April 1, 2025.

  92. Equity Awards

    Equity Awards We provide equity compensation opportunities to our executive officers, including our NEOs, to align their financial interests with those of our stockholders and to provide compensation that is consistent with the practices of our compensation peer group so that we can attract and retain qualified talent. The Compensation Committee believes that our long-term business objectives are best served by granting service-based RSUs combined with market-based PRSUs, which, in their view, provide an effective incentive for our NEOs to enhance stockholder value. In 2025, RSU awards, except for certain retention-based awards, generally vest over four-year vesting schedules, contingent upon the recipient’s continued service through each vesting date. Our PRSU awards generally are earned and vest over three-year vesting schedules, depending on the type of award and contingent upon the recipient's continued service through each vesting date. In 2025, in alignment with prior stockholder feedback, we maintained the performance-based focus of our equity award program with the value to PRSU awards for our then-current NEOs (other than our CEO) being 66-2/3% of the value to RSU awards and 33-1/3% of the value to PRSU awards. The allocation for our CEO remained at approximately 50% of the value to RSU awards and approximately 50% of the value to PRSU awards.

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  95. 2025 Equity Awards

    2025 Equity Awards In the first quarter of 2025, the Compensation Committee granted annual "refresh" equity awards to our NEOs. The amounts and terms of such equity awards were determined after taking into account internal pay equity with our other executive officers, pay practices and equity award types used within our compensation peer group, a competitive market analysis prepared by Compensia, as well as a review of prior performance, anticipated future contributions, retention objectives, current outstanding unvested equity holdings, and the recommendations of the CEO for equity awards other than his own. The following table shows the target award values and the number of RSUs and/or PRSUs (at target) granted to each of our NEOs during 2025. Aggregate target award values were converted to units based on the multi-day stock price average under our standard Equity Award Grant Policy after applying the award vehicle (RSU or PRSU) weightings.

  96. 2025 Equity Awards

    | NEO | Aggregate Target Award Values(1) ($) | RSUs (excluding PRSUs) Granted (#) | PRSUs Granted (#) | | Michael Burkland | 14,500,000 | 175,757 | 175,757 | | Bryan Lee(2) | 7,350,000 | 207,044 | 56,454 | | Barry Zwarenstein | — | — | — | | Andy Dignan(3) | 7,000,000 | 121,120 | 59,954 | | Tiffany Meriweather(4) | 6,050,000 | 216,584 | — | | Panos Kozanian | 4,000,000 | 64,969 | 32,000 |

  97. 2025 Equity Awards

    1.Target award values differ from grant date fair values under the applicable accounting standards (FASB ASC Topic 718) which are reported in the 2025 Summary Compensation Table due to (i) the multi-day stock price average that is used to convert target award values into units under our standard Equity Award Grant Policy and (ii) the higher accounting grant date fair value assigned to PRSUs with a relative TSR performance condition under the Monte Carlo Simulation model - for example, the target number of PRSUs granted to Messrs. Burkland, Dignan, and Kozanian in February 2026 had grant date fair values that were approximately 1.4 times the grant date fair value for their RSUs granted on the same date. 2.Amounts reported for Mr. Lee include (i) his annual 'refresh' RSU grant with a target value of $850,000, (ii) a promotional RSU award in connection with his promotion to the role of Interim Chief Financial Officer with a target value of $2.0 million, and (iii) a promotional equity award in connection with his promotion to the role of Chief Financial Officer with a target value of $4.5 million (split 66 2/3% RSUs, 33-1/3% PRSUs). 3.Amounts reported for Mr. Dignan include (i) his annual 'refresh' equity award with a target value of $5.0 million, (split 66 2/3% RSUs, 33 1/3% PRSUs) and (ii) a promotional equity award in connection with his promotion to the role of President with a target value of $2 million (split 66 2/3% RSUs, 33-1/3% PRSUs). 4.Amounts reported for Ms. Meriweather include (i) an RSU grant upon her appointment as Chief Legal Officer and Corporate Secretary with a target value of $4.3 million and (ii) a promotional RSU grant in connection with her promotion to the role of Chief Administrative and Legal Officer and Corporate Secretary with a target value of $1.75 million dollars. PRSUs with Market Conditions. As described above, in 2025, the Compensation Committee granted PRSUs subject to market-based performance conditions (“market-based PRSUs”) as part of its annual grant of equity incentive awards to our then-current NEOs (other than Mr. Zwarenstein). The Compensation Committee also granted PRSUs to Messrs. Lee and Dignan in connection with their promotions to Chief Financial Officer and President, respectively. The number of units that may be earned pursuant to the market-based PRSUs ranges from 0% to 200% of the target number of units based on the Company's RTSR performance as compared to the companies in the S&P Software and Services Select Index for a one-year measurement period (2025), a two-year measurement period (2025 through 2026), and a three-year measurement period (2025 through 2027) as outlined in the table below.

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  100. 2025 Equity Awards

    | Performance/Payout Scale | RSTR Ranking (percentile) | Number of PRSUs Earned (as % of Target Number of PRSUs) for the Measurement Period (%)(1) | | Threshold | 25 | 50 | | Target | 55 | 100 | | Maximum | 75 | 200 |

  101. 2025 Equity Awards

    1.RTSR ranking below threshold would result in no PRSUs earned. For RTSR between threshold and maximum, the number of PRSUs earned is calculated on a linear basis. Each earned unit will be settled through the issuance of one share of our Common Stock. One-third of the total PRSUs may be earned and settled in shares following the end of each measurement period based on RTSR performance and subject to continued employment through the payment date. If the Company’s absolute total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. If an NEO's employment with the Company terminates before the end of the final measurement period due to death or disability, 100% (if due to death) or 50% (if due to disability) of the unearned and unvested PRSUs may be earned subject to ultimate RTSR performance in each remaining measurement period. Upon a qualifying termination of employment in connection with a change in control of the Company, the unvested PRSUs will vest on a "double-trigger" basis (i) at the target level for the uncompleted portions of the measurement periods and (ii) at the actual level of performance measured through the date of the change in control of the Company, based on the share price per share paid in such change in control. The fair value of the PRSUs were determined on their grant date using a Monte Carlo Simulation model. The Company recognizes the fair value of the PRSUs ratably over their requisite service period.

  102. Performance-Based Equity Awards - 2025 Measurement Period

    Performance-Based Equity Awards - 2025 Measurement Period On February 16, 2026, the Compensation Committee certified the performance results for the 2025 measurement period (covering the period from January 1, 2025 to December 31, 2025) for Mr. Burkland’s December 2022 new-hire market-based PRSU grant and 2025 market-based PRSU grant, along with the 2023 and 2025 market-based PRSU grants for the then-NEOs. The unvested portion of Mr. Zwarenstein's 2023 and 2025 grants were forfeited on September 30, 2025 in connection with his retirement and the expiration of the Zwarenstein Transition Agreement (as defined below) and accordingly his 2023 and 2025 PRSUs were excluded from the certification. The Compensation Committee determined that its actual total shareholder return was (51.28)% for 2025 with resulting RTSR rankings and payouts as summarized in the table below:

  103. Performance-Based Equity Awards - 2025 Measurement Period

    | PRSU Grant Year | RTSR Ranking (percentile)(1) | Percentage Earned (%) | Number of PRSUs Earned | | 2023 (Final Measurement Period)(2) | 10.0 | —% | — | | 2025 (First Measurement Period)(3) | 9.0 | —% | — |

  104. Performance-Based Equity Awards - 2025 Measurement Period

    1.Our RTSR ranking differs for each grant year because the S&P Software and Services Select Index component companies are set on January 1 of the applicable grant year and thus the composition of the S&P Software and Services Select Index will differ for each grant. 2.Because Messrs. Lee and Dignan and Ms. Meriweather were not executive officers at the time PRSU awards were granted in February 2023, they did not receive a 2023 PRSU award. 3.Because Mr. Lee and Ms. Meriweather were not executive officers at the time PRSU awards were granted in February 2025, they did not receive a 2025 PRSU award.

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  107. Performance-Based Equity Awards - 2024-2025 Measurement Period

    Performance-Based Equity Awards - 2024-2025 Measurement Period On February 16, 2026, the Compensation Committee certified the performance results for the 2024-2025 measurement period (covering the period from January 1, 2024, through December 31, 2025) for the market-based PRSUs granted to our then-NEOs in 2024. The unvested portion of Mr. Zwarenstein's 2024 grant was forfeited on September 30, 2025 in connection with his retirement and the expiration of the Zwarenstein Transition Agreement, and accordingly his 2024 PRSUs were excluded from the certification. The Compensation Committee determined that its actual total shareholder return was (78.31)% for 2025 with resulting RTSR rankings and payouts as summarized in the table below:

  108. Performance-Based Equity Awards - 2024-2025 Measurement Period

    | PRSU Grant Year | RTSR Ranking (percentile)(1) | Percentage Earned (%) | Number of PRSUs Earned | | 2024 (Second Measurement Period) | 1.0 | —% | — |

  109. Performance-Based Equity Awards - 2024-2025 Measurement Period

    1.Our RTSR ranking differs for each grant year because the S&P Software and Services Select Index component companies are set on January 1 of the applicable grant year and thus the composition of the S&P Software and Services Select Index will differ for each grant. 2.Because Mr. Lee and Ms. Meriweather were not executive officers at the time PRSU awards were granted in February 2024, they did not receive a 2024 PRSU award.

  110. Key Employee Severance Benefit Plan

    Key Employee Severance Benefit Plan As of December 31, 2025, each of our NEOs (other than Mr. Zwarenstein) was eligible to participate in our 2019 Key Employee Severance Benefit Plan (the “Severance Plan”), which provides severance payments and benefits, including “double trigger” payments and benefits in the event of a qualifying termination of employment in connection with a change of control of the Company, as more fully described under “Potential Payments Upon Termination or Change of Control” below. The Compensation Committee believes the Severance Plan maximizes stockholder value because it prevents an unintended windfall to our executive officers in the event of a change of control of the Company, while still providing them appropriate incentives to cooperate in negotiating a transaction involving a potential change of control in which they believe they may lose their jobs. We believe providing the Severance Plan helps us compete for and retain executive talent. We believe that the payments and benefits under the Severance Plan are generally comparable with severance packages offered to the comparable executives of the companies in our compensation peer group.

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  113. Key Employee Severance Benefit Plan

    The Severance Plan was set to expire by its terms on April 4, 2025. After consultation with Compensia to confirm that the payments and benefits under the Severance Plan were still competitive and its terms are consistent with best practices, in February 2025, the Compensation Committee approved an extension of our Severance Plan for an additional two-year period (i.e., through April 4, 2027) on its existing terms. This extension reflects the Compensation Committee’s commitment to ensuring that our executive retention strategy remains competitive while continuing to align with stockholder interests.

  114. Policies and Practices Regarding the Grant of Equity Awards - Equity Award Grant Policy

    Policies and Practices Regarding the Grant of Equity Awards - Equity Award Grant Policy The Compensation Committee has adopted an equity award grant policy ("Equity Award Grant Policy") that establishes a predictable and deliberative process for consideration and approval of equity awards. Under the policy, new hire, promotion or retention equity awards generally have a grant date that is two calendar weeks after the later of the date on which the recipient's employment begins, promotion is effective, or retention event occurs and the date on which all necessary corporate actions for the approval of the applicable equity award are complete. Regular annual "refresh" equity awards have a grant date that is on or after the date of approval of the equity award by the Compensation Committee. The Equity Award Grant Policy also includes rules on how we calculate the number of shares of our Common Stock subject to equity awards granted based on a target grant date dollar value. The exercise price of all newly issued stock options and stock appreciation rights must be equal to or greater than the fair market value of our Common Stock on the date of grant. Under the Equity Award Grant Policy, we do not grant “refresh” equity awards or any stock options during blackout periods under our Insider Trading Policy or during the pendency of any additional trading restrictions imposed under the Company’s Insider Trading Policy. Instead, the grant date for such refresh equity awards and stock option awards is delayed until the later of (i) the third trading day following the day on which the Company’s quarterly financial results for the relevant quarter are publicly disclosed or (ii) the date on which the trading window otherwise opens (i.e., when any additional trading restrictions imposed under the Company’s Insider Trading Policy have been terminated). This Policy is intended to ensure that the Company does not grant refresh equity awards or stock option awards close in time to the release of material nonpublic information. During 2025, the Company did not grant any stock options, and accordingly, no stock options were granted during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material nonpublic information.

  115. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We are not obligated to provide any executive officer, including any NEO with a “gross-up” or other reimbursement payment for any tax liability that he or she may owe as a result of the application of Sections 280G or 4999 in the event of a change in control of the Company.

  116. Compensation-Related Risks

    Compensation-Related Risks In July 2025, the Compensation Committee, with the assistance of Compensia, reviewed our compensation policies and practices applicable to all employees and determined that our compensation programs do not encourage excessive or inappropriate risk-taking. The Compensation Committee believes that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse effect on the Company and that no changes to the compensation policies and practices are needed at this time, and that the design and mix of our compensation programs appropriately encourages our executive officers and other employees to focus on the creation of long-term stockholder value. In its review, the Compensation Committee noted the following features: •the compensation programs include a reasonable mix of cash, short-term incentive and equity compensation, with the vesting of equity compensation tied to multi-year time periods; •the performance goals for the 2025 Bonus Program are based on corporate goals, and for Mr. Kozanian, individual performance, with payouts capped if the corporate goals are achieved above a certain threshold; and •we have formal policies in place for equity administration, insider trading, hedging, pledging and clawback, and stock ownership guidelines, and we annually review succession plans for key executives.

  117. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes all compensation for the fiscal years ended December 31, 2025, 2024 and 2023, as applicable, earned by, received by, or paid to our NEOs (as identified in the Compensation Discussion and Analysis section).

  118. 2025 Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | Michael Burkland Chief Executive Officer | 2025 | 585,000 | — | 16,186,638 | — | 621,270 | 10,801 | 17,403,709 | | | 2024 | 585,000 | — | 10,835,046 | — | 572,715 | 10,359 | 12,003,120 | | | 2023 | 585,000 | — | — | — | 610,211 | 9,546 | 1,204,757 | | Bryan Lee Chief Financial Officer and Treasurer | 2025 | 452,684 | — | 6,456,451 | — | 304,952 | 2,000 | 7,216,087 | | Barry Zwarenstein Former Chief Financial Officer | 2025 | 152,527 | — | — | — | 86,564 | 24,691 | 263,782 | | | 2024 | 440,000 | — | 3,336,454 | — | 323,070 | 1,000 | 4,100,524 | | | 2023 | 430,000 | — | 3,310,961 | — | 332,329 | 1,000 | 4,074,290 | | Andy Dignan President and former Chief Operating Officer | 2025 | 461,437 | — | 7,211,563 | — | 407,755 | 2,000 | 8,082,755 | | | 2024 | 446,000 | — | 3,336,454 | — | 327,476 | 2,000 | 4,111,930 | | | 2023 | 415,182 | — | 4,582,799 | — | 308,138 | 2,000 | 5,308,119 | | Tiffany Meriweather Chief Administrative and Legal Officer and Corporate Secretary | 2025 | 478,283 | — | 5,392,049 | — | 224,486 | 1,500 | 6,096,318 | | Panos Kozanian Executive Vice President, Product Engineering | 2025 | 450,000 | — | 4,223,986 | — | 247,674 | 2,000 | 4,923,660 | | | 2024 | 450,000 | — | 3,336,454 | — | 350,196 | 1,500 | 4,138,150 | | | 2023 | 450,000 | — | 3,478,000 | — | 288,384 | 2,000 | 4,218,384 |

  119. 2025 Summary Compensation Table

    1.The aggregate grant date fair value of equity awards reported in this column has been calculated in accordance with FASB ASC Topic 718, and such fair values differ from the target award values for the NEOs due to (i) the Company using a multi-day average closing price to determine the number of unit subject to each award and (ii) the slightly higher value assigned to PRSUs with a relative TSR performance condition based on the

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  122. 2025 Summary Compensation Table

    application of the Monte Carlo Simulation model. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026, for a discussion of assumptions made in determining the grant date fair value of the equity awards. These amounts do not correspond to the actual value, if any, that our NEOs will recognize from these awards. Our NEOs will only realize compensation from these awards to the extent they meet the performance and/or vesting requirements of the awards. 2.The amounts reported in this column include the grant date fair value of PRSU awards based upon the probable outcome of such conditions at the time of their grant. For 2025, the values of the PRSU awards assuming the highest level of performance conditions, along with the related fair value amount based on achievement at the target level included in this column, were as follows: Mr. Burkland (target - $9,379,569, maximum - $18,759,138), Mr. Lee (target - $1,119,859, maximum - $2,239,718), Mr. Dignan (target - $2,834,262, maximum - $5,668,524) and Mr. Kozanian (target - $1,707,737, maximum - $3,415,474). The 2023 values in this column and in the Total Compensation column previously disclosed for Messrs. Zwarenstein and Kozanian were understated by $198,005 and $207,345, respectively, due to inadvertent calculation errors regarding the value of PRSUs, which have been corrected in this table. 3.The amounts reported in this column represent amounts earned under our 2025, 2024 and 2023 Bonus Program(s) based on the achievement of pre-established Company (and in the case of Mr. Kozanian, individual) performance goals. As discussed in the section above entitled “Compensation Discussion and Analysis - Key Elements of Our 2025 Executive Compensation Program,” the total payments for Messrs. Burkland, Lee, Zwarenstein, Dignan, Ms. Meriweather and Mr. Kozanian, as of the end of 2025 were 106%, 106%, 106%, 106%, 106% and 85% of each NEO’s annual target annual cash bonus opportunities, respectively. Included above, as part of his total 2025 payout, Mr. Lee received $55,213 under our broad-based bonus program in conjunction with his service prior to his appointment as Interim Chief Financial Officer on April 1, 2025. 4.The amounts reported for 2025 represent health care insurance premiums of $10,801 paid by the Company on behalf of Mr. Burkland for dependent coverage, the cost of Consolidated Omnibus Budget Reconciliation Act (COBRA) premiums paid by the Company on behalf of Mr. Zwarenstein and his dependents, the $15,822 paid to Mr. Zwarenstein for his services as a consultant during his post-executive service period with the Company, and Company matching contributions under the Section 401(k) plan. The amounts reported for 2023 and 2024 have also been adjusted to reflect: (i) inadvertent exclusions of additional compensation related to Company matching contributions under the Section 401(k) plan ranging from $500 to $2,000 per year per NEO; (ii) healthcare insurance premiums of $10,359 and $9,549 paid by the Company on behalf of Mr. Burkland for dependent coverage for the years 2024 and 2023, respectively; and (iii) inadvertent inclusions of income imputed to each NEO for group disability insurance and other non-discriminatory benefit plans in amounts ranging from $128 to $8,035 per year. The values in this column and the Total Compensation column have been adjusted to reflect the above minor revisions.

  123. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table presents information regarding grants of non-equity incentive and equity incentive awards to our NEOs during 2025.

  124. 2025 Grants of Plan-Based Awards Table

    | Name | Grant Date | Grant Approval Date | Grant Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target (1) ($) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Maximum (1) ($) | Estimated Possible Payouts Under Equity Incentive Plan Awards Threshold(2) (#) | Estimated Possible Payouts Under Equity Incentive Plan Awards Target(2) (#) | Estimated Possible Payouts Under Equity Incentive Plan Awards Maximum(2) (#) | All Other Stock Awards: Number of Shares of Stock or Units # | All Other Option Awards: Number of Securities Underlying Options # | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards (3) ($) | | Michael Burkland(4) | | | | 585,000 | 877,500 | | | | | | | | | | 2/25/25 | 2/11/25 | RSU | | | | | | 175,757 | | | 6,807,069 | | | 2/25/25 | 2/11/25 | PRSU | | | 87,879 | 175,757 | 351,514 | | | | 9,379,569 | | Bryan Lee(5) | | | | 288,335 | 432,503 | | | | | | | | | | 2/25/25 | 2/11/25 | RSU | | | | | | 20,606 | | | 798,070 | | | 4/15/25 | 2/20/25 | RSU | | | | | | 73,529 | | | 1,699,990 | | | 8/14/25 | 7/29/25 | RSU | | | | | | 112,909 | | | 2,838,532 | | | 8/14/25 | 7/29/25 | PRSU | | | 28,227 | 56,454 | 112,908 | | | | 1,119,859 | | Barry Zwarenstein | | | | 81,370 | 122,055 | | | | | | | | | Andy Dignan(6) | | | | 383,932 | 575,898 | | | | | | | | | | 2/25/25 | 2/11/25 | RSU | | | | | | 81,212 | | | 3,145,341 | | | 2/25/25 | 2/11/25 | PRSU | | | 20,000 | 40,000 | 80,000 | | | | 2,134,670 | | | 3/24/25 | 3/7/25 | RSU | | | | | | 39,908 | | | 1,231,960 | | | 3/24/25 | 3/7/25 | PRSU | | | 9,977 | 19,954 | 39,908 | | | | 699,592 | | Tiffany Meriweather(7) | | | | 211,348 | 317,022 | | | | | | | | | | 4/9/25 | 2/20/25 | RSU | | | | | | 151,408 | | | 3,824,566 | | | 8/11/25 | 7/26/25 | RSU | | | | | | 65,176 | | | 1,567,483 | | Panos Kozanian(8) | | | | 292,500 | 438,750 | | | | | | | | | | 2/25/25 | 2/11/25 | RSU | | | | | | 64,969 | | | 2,516,249 | | | 2/25/25 | 2/11/25 | PRSU | | | 16,000 | 32,000 | 64,000 | | | | 1,707,737 |

  125. 2025 Grants of Plan-Based Awards Table

    1.These columns set forth the target and maximum annual cash bonus opportunities payable under our 2025 Bonus Program for each NEO. We do not establish threshold annual cash bonus amounts for each individual NEO. Refer to "Compensation Discussion and Analysis - Key Elements of Our 2025 Executive Compensation Program” above for more information. The amounts reported for Mr. Lee, Mr. Zwarenstein, Mr. Dignan and Ms. Meriweather were based on their prorated 2025 target annual cash bonus opportunities of $288,335, $81,370, $383,932 and $211,348, respectively. 2.These columns set forth the number of PRSUs that may be earned and vest based on achievement of the threshold, target and maximum measures under our 2025 PRSU awards. The market-based PRSU awards are subject to threshold, target and maximum opportunity percentages (as a percentage of the target number of PRSUs) of 50%, 100% and 200%, respectively.

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  128. 2025 Grants of Plan-Based Awards Table

    3.The amounts reported reflect the grant date fair value of equity awards granted in 2025 in accordance with FASB ASC Topic 718. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026, for a discussion of assumptions made in determining the grant date fair value of equity awards. These amounts do not correspond to the actual value, if any, that the NEOs will recognize from these awards. Our NEOs will only realize compensation from these awards to the extent they meet the vesting requirements under the awards. 4.For Mr. Burkland, the amounts reported in this table include the annual RSU and PRSU awards granted in February 2025. 5.For Mr. Lee, the amounts reported in this table include the annual RSU award granted in February 2025, the RSU award granted in April 2025 in connection with his promotion to Interim Chief Financial Officer, and the RSU and PRSU awards granted in August 2025 in connection with his promotion to Chief Financial Officer. 6.For Mr. Dignan, the amounts reported in this table include the annual RSU and PRSU awards granted in February 2025, and the RSU and PRSU awards granted in March 2025 in connection with his promotion to President. 7.For Ms. Meriweather, the amounts reported in this table include the RSU award granted in April, 2025 in connection with her appointment as Chief Legal Officer and Corporate Secretary in March 2025, and the RSU award granted in August 2025 in connection with her promotion to Chief Administrative and Legal Officer and Corporate Secretary. 8.For Mr. Kozanian, the amounts reported in this table include the annual RSU and PRSU awards granted in February 2025.

  129. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

    Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table The following table provides information concerning unexercised stock options or unvested RSU awards and PRSU awards held by our NEOs as of December 31, 2025. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. Please see the section below entitled “Potential Payments upon Termination or Change in Control” for accelerated vesting provisions that apply in the event of certain specified terminations of employment.

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  132. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(1) ($) | | Michael Burkland | 03/09/16 | 54,375 | — | 8.13 | 03/09/26 | | | | | 02/23/17 | 181,020 | — | 16.25 | 02/23/27 | | | | | 12/12/22 | | | | | 74,967(2) | 1,503,088 | | | 02/26/24 | | | | | 49,302(3) | 988,505 | | | 02/26/24 | | | | | 58,432(4) | 1,171,562 | | | 02/25/25 | | | | | 142,803(3) | 2,863,200 | | | 02/25/25 | | | | | 175,757(5) | 3,523,928 | | Bryan Lee | 09/20/19 | 1,674 | — | 58.43 | 09/20/29 | | | | | 07/08/20 | 950 | — | 118.20 | 07/08/30 | | | | | 10/22/21 | 10,565 | — | 161.43 | 10/22/31 | | | | | 08/08/22 | | | | | 2,814(3) | 56,421 | | | 02/27/23 | | | | | 3,653(3) | 73,243 | | | 02/26/24 | | | | | 7,527(3) | 150,916 | | | 02/25/25 | | | | | 15,455(7) | 309,873 | | | 04/15/25 | | | | | 55,147(6) | 1,105,697 | | | 08/14/25 | | | | | 103,500(7) | 2,075,175 | | | 08/14/25 | | | | | 56,454(5) | 1,131,903 |

  133. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

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  135. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(1) ($) | | Andy Dignan | 10/01/18 | 320 | — | 42.25 | 10/01/28 | | | | | 05/06/19 | 1,042 | — | 51.00 | 05/06/29 | | | | | 02/05/20 | 731 | — | 73.28 | 02/05/30 | | | | | 02/24/20 | 2,887 | — | 72.29 | 02/24/30 | | | | | 02/28/22 | 7,834 | 341(8) | 110.00 | 02/28/32 | | | | | 02/28/22 | | | | | 755(3) | 15,138 | | | 11/23/22 | | | | | 8,654(3) | 173,513 | | | 02/27/23 | | | | | 11,656(3) | 233,703 | | | 11/24/23 | | | | | 13,734(3) | 275,367 | | | 02/26/24 | | | | | 20,073(3) | 402,464 | | | 02/26/24 | | | | | 11,895(4) | 238,495 | | | 02/25/25 | | | | | 65,985(3) | 1,322,999 | | | 02/25/25 | | | | | 40,000(5) | 802,000 | | | 03/24/25 | | | | | 32,426(3) | 650,141 | | | 03/24/25 | | | | | 19,954(5) | 400,078 | | Tiffany Meriweather | 04/09/25 | | | | | 123,019(9) | 2,466,531 | | | 08/11/25 | | | | | 59,745(7) | 1,197,887 | | Panos Kozanian | 02/16/21 | 10,082 | — | 182.74 | 02/16/31 | | | | | 02/28/22 | 9,792 | 426(8) | 110.00 | 02/28/32 | | | | | 02/28/22 | | | | | 944(3) | 18,927 | | | 08/08/22 | | | | | 4,128(3) | 82,766 | | | 02/27/23 | | | | | 11,249(3) | 225,542 | | | 02/27/23 | | | | | 4,000(2) | 80,200 | | | 02/26/24 | | | | | 20,073(3) | 402,464 | | | 02/26/24 | | | | | 11,895(4) | 238,495 | | | 02/25/25 | | | | | 52,788(3) | 1,058,399 | | | 02/25/25 | | | | | 32,000(5) | 641,600 |

  136. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

    1.The amounts listed in this column represent the product of the closing market price of our Common Stock as of December 31, 2025, the last trading day of 2025, of $20.05 per share and the number of shares of stock or units subject to the award. With respect to PRSUs, the number of shares is 100% of the target number of PRSUs for each PRSU award. 2.The amount of PRSUs that may be earned pursuant to the PRSU Award ranges from 0% to 200% of the target number of PRSUs based on the Company’s RTSR performance as compared to the companies in the S&P Software and Services Select Index during three one-year measurement periods consisting of the Company’s 2023, 2024 and 2025 fiscal years. One-third of the total PRSUs may be earned and settled in shares following

  137. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

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  139. Outstanding Equity Awards at December 31, 2025, Fiscal Year-End Table

    the end of each one-year measurement period based on RTSR performance and subject to continued employment through the payment date, but the amount initially paid in 2024 and 2025 (for the 2023 and 2024 measurement periods) is limited to 100% of the target amount for the year, and any PRSUs resulting from above-target performance in those years will be paid following the end of 2025, subject to the NEO's continued employment through the payment date. If the Company’s actual total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. 3.Award is subject to a four-year vesting schedule and the NEO’s continued service with us on each vesting date, with 1/16th of the total number of RSUs vesting every three months after the vesting commencement date, until all RSUs are vested. 4.The amount that may be earned pursuant to the PRSUs ranges from 0% to 200% of the target number based on the Company’s RTSR performance as compared to the companies in the S&P Software and Services Select Index during three measurement periods. The first measurement period is a one-year measurement period (2024), the second measurement period is a two-year measurement period (2024-2025), and the third measurement period is a three-year measurement period (2024-2026). One-third of the total PRSUs may be earned and settled in shares following the end of each measurement period based on RTSR performance and subject to continued employment through the payment date. If the Company’s absolute total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. 5.The amount that may be earned pursuant to the PRSUs ranges from 0% to 200% of the target number based on the Company’s RTSR performance as compared to the companies in the S&P Software and Services Select Index during three measurement periods. The first measurement period is a one-year measurement period (2025), the second measurement period is a two-year measurement period (2025-2026), and the third measurement period is a three-year measurement period (2025-2027). One-third of the total PRSUs may be earned and settled in shares following the end of each measurement period based on RTSR performance and subject to continued employment through the payment date. If the Company’s absolute total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. 6.Award is subject to an 18-month vesting schedule and the NEO’s continued service with the Company on each vesting date, with 25% of the total number of RSUs vesting on the 6-month anniversary of the vesting commencement date and 18.75% of the total number of RSUs vesting every three months thereafter until all RSUs are vested. 7.Award is subject to a three-year vesting schedule and the NEO’s continued service with us on each vesting date, with 1/12th of the total number of RSUs vesting every three months after the vesting commencement date, until all RSUs are vested. 8.Award is subject to a four-year vesting schedule and the NEO’s continued service with us on each vesting date, with 1/48th of the total number of options vesting on each monthly anniversary following the applicable vesting commencement date, until all options are vested. 9.Award is subject to a four-year vesting schedule and the NEO's continued service with us on each vesting date, with 1/8th of the total number of RSUs vesting on the 6-month anniversary of the vesting commencement date, and 1/16th of the total number of RSUs vesting every three months thereafter until all RSUs are vested.

  140. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table presents information concerning option exercises and RSU (including PRSU) awards that vested for our NEOs during the year ended December 31, 2025.

  141. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Michael Burkland | — | — | 129,833 | 3,463,455 | | Bryan Lee | — | — | 46,808 | 1,076,786 | | Barry Zwarenstein | — | — | 18,022 | 537,442 | | Andy Dignan | — | — | 59,621 | 1,573,191 | | Tiffany Meriweather | — | — | 42,638 | 1,109,787 | | Panos Kozanian | — | — | 40,196 | 1,073,442 |

  142. 2025 Option Exercises and Stock Vested Table

    1.Amount represents the excess of the fair market value of the shares of our Common Stock at the time of the exercise over the exercise price of the stock options multiplied by the number of shares exercised.

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  145. 2025 Option Exercises and Stock Vested Table

    2.Amount is determined based on the closing market price of our Common Stock on the vesting date of such shares multiplied by the number of shares vested. Each vested share was settled through the issuance of one share of our Common Stock.

  146. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our Compensation Committee has approved the Severance Plan to provide consistency in severance payments and benefit rights for our senior executives, including our NEOs, upon certain qualifying terminations of employment, whether or not in connection with a change in control of our company. When Mr. Zwarenstein retired, he was no longer entitled to severance benefits or benefits under the Severance Plan. Under the Severance Plan, if an NEO’s employment with us is terminated by us without “cause” (as defined in the 2014 Plan) (other than due to death or disability), and such termination is not in connection with a “change in control” (as defined in the Severance Plan) of the Company, then the NEO (other than Mr. Zwarenstein) is eligible to receive: •a lump sum cash payment equal to 12 months (in the case of our CEO), or a lump sum cash payment equal to nine months (in the case of Mr. Lee and Ms. Meriweather), or six months (in the case of Messrs. Dignan and Kozanian) of their then-current annual base salary, and •either payment of the premiums for his continued post-termination health insurance coverage, or continued coverage under our health insurance plans for up to 12 months (in the case of our CEO), or up to nine months (in the case of Mr. Lee and Ms. Meriweather), or six months (in the case of Messrs. Dignan and Kozanian). If our CEO terminated his employment with us pursuant to a “constructive termination” (as defined in the Severance Plan), and such termination is not in connection with a “change in control” (as defined in the Severance Plan) of the Company, then he is eligible to receive the same payments and benefits as described above in the event of a termination without “cause.” If an NEO’s employment with us is terminated by us without cause (other than due to death or disability) or by the NEO pursuant to a “constructive termination” (as defined in the Severance Plan), and in each case, such qualifying termination occurs within three months prior to, on or within 12 months after a change in control of the Company, then the NEO (other than Mr. Zwarenstein) is eligible to receive: •a lump sum cash payment equal to 18 months (in the case of our CEO), or a lump sum cash payment equal to 15 months (in the case of Mr. Lee and Ms. Meriweather), or 12 months (in the case of Messrs. Dignan and Kozanian) of their then-current base salary and their target annual cash bonus opportunity, •either payment of the premiums for his continued post-termination health insurance coverage, or continued coverage under our health insurance plans for up to 18 months (in the case of our CEO), or up to 15 months (in the case of Mr. Lee and Ms. Meriweather), or 12 months (in the case of Messrs. Dignan and Kozanian), and •full accelerated vesting of their then-outstanding and unvested equity awards. If the payments or benefits payable under the Severance Plan would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after tax benefit to the affected NEO. Each NEO must execute and deliver an effective release of claims and continue to comply with any applicable restrictive covenants in order to receive the payments and benefits provided for under the Severance Plan. In addition to the benefits under the Severance Plan, pursuant to the Employment Offer Letter, the Original Transition Agreement and the Restated Transition Agreement, our CEO is also eligible to receive continued company-provided healthcare benefits (for himself, his spouse, and eligible dependents) during and following his service as our CEO or as a director, generally on the same basis as was previously provided under his prior Chairman agreement.

  147. Potential Payments upon Termination or Change in Control

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  149. Potential Payments upon Termination or Change in Control

    The table below sets forth the estimated payments and benefits that would be provided to each of our NEOs (other than Mr. Zwarenstein) upon a qualifying termination of employment under the Severance Plan and, for our CEO, under the Employment Offer Letter, as of December 31, 2025.

  150. Potential Payments upon Termination or Change in Control

    | Name(1) | Type of Benefit | Involuntary Termination Without Cause Not In Connection With a Change in Control (2) | Involuntary Termination Without Cause or Termination Due to a Constructive Termination, each in connection with a Change in Control | | Michael Burkland | Cash severance - base salary | $585,000 | $877,500 | | | Cash severance - bonus | — | 877,500 | | | Value of accelerated vesting of equity awards(3) | — | 10,050,283 | | | Company-paid health care premiums | 18,564 | 27,846 | | | Total | $603,564 | $11,833,129 | | Bryan Lee | Cash severance - base salary | $342,000 | $570,000 | | | Cash severance - bonus | — | 427,500 | | | Value of accelerated vesting of equity awards (3) | — | 4,903,228 | | | Company-paid health care premiums | 13,347 | 22,245 | | | Total | $355,347 | $5,922,973 | | Andy Dignan | Cash severance - base salary | $232,500 | $465,000 | | | Cash severance - bonus | — | 395,250 | | | Value of accelerated vesting of equity awards(3) | — | 4,515,702 | | | Company-paid health care premiums | 8,898 | 17,796 | | | Total | $241,398 | $5,393,748 | | Tiffany Meriweather | Cash severance - base salary | $330,000 | $550,000 | | | Cash severance - bonus | — | 357,500 | | | Value of accelerated vesting of equity awards (3) | — | 3,664,418 | | | Company-paid health care premiums | 13,923 | 23,205 | | | Total | $343,923 | $4,595,123 | | Panos Kozanian | Cash severance - base salary | $225,000 | $450,000 | | | Cash severance - bonus | — | 292,500 | | | Value of accelerated vesting of equity awards (3) | — | 2,748,393 | | | Company-paid health care premiums | 8,502 | 17,004 | | | Total | $233,502 | $3,507,897 |

  151. Potential Payments upon Termination or Change in Control

    1.Mr. Zwarenstein was not entitled to severance benefits under our Severance Plan as of December 31, 2025. The terms of Mr. Zwarenstein’s transition from the Chief Financial Officer role are set forth in his transition agreement, dated February 20, 2025. 2.As of December 31, 2025, Mr. Burkland was also entitled to the same payments and benefits in the event of a constructive termination of employment. As of February 2, 2026, Mr. Burkland was no longer entitled to severance benefits under our Severance Plan. The actual terms of Mr. Burkland’s transition from the Chief Executive Officer role are set forth in the Restated Transition Agreement described above.

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  154. Potential Payments upon Termination or Change in Control

    3.Amount represents the aggregate intrinsic value of the equity awards to vest upon either an involuntary termination of employment without cause or a termination of employment due to a constructive termination, each in connection with a change in control of the Company, which was calculated based on the closing market price of $20.05 per share of our Common Stock at December 31, 2025, the last trading day of 2025. In addition, if a successor entity refused to assume or replace a NEO’s outstanding equity awards at the time of the change in control of the Company, all such outstanding awards would become fully vested as of immediately prior to the closing of the change in control under the terms of our 2014 Plan, in these same amounts, regardless of whether such NEO experiences a termination of employment.

  155. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, we are providing below disclosure relating to the ratio of the median of the annual total compensation of all of our employees (other than our then-current CEO) and the annual total compensation of our then-current CEO, Mr. Burkland, who served as CEO until February 2, 2026. After reviewing our workforce as of December 31, 2025, there has been no change in the Company’s employee population or employee compensation arrangements in the past fiscal year that we reasonably believe would result in a significant change to our pay ratio. Consequently, for purposes of the required disclosure we are using the same median employee that we identified for 2024 as our median employee to calculate our 2025 CEO pay ratio. The methodology we used to identify our median employee for 2024 was described in our definitive proxy statement filed with the SEC on April 7, 2025. We calculated the annual total compensation of our median employee in the same manner that we calculated the total compensation of our CEO for purposes of the 2025 Summary Compensation Table. This annual total compensation amount for our median employee was then compared to the annual total compensation of our CEO (as required by Item 402(u) of Regulation S-K) to determine the pay ratio. For 2025: •The median of the annual total compensation of all our employees was $153,052; •The annual total compensation of our CEO, Mr. Burkland, was $17,403,709; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 114 to 1.

  156. CEO Pay Ratio

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  157. CEO Pay Ratio

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  158. CEO Pay Ratio

    This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  159. Pay versus Performance

    Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (as defined by Item 402(v) and as further described below) to our named executive officers and certain company financial performance measures. The following table provides information showing the relationship during 2025, 2024, 2023, 2022 and 2021 between (1) executive "compensation actually paid” to (a) each person serving as our principal executive officer or PEO (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as our "other NEOs"), on an average basis, and (2) the Company’s financial performance. The Company selected performance measure (the "CSM") included in the chart below is Revenue. The measure is described in more detail in the "Compensation Discussion and Analysis - Key Elements of Our 2025 Executive Compensation Program" section above.

  160. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  161. 2025 Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for Michael Burkland (b) | Compensation Actually Paid to Michael Burkland (c)(1)(8) | Summary Compensation Table Total for Rowan Trollope (b) | Compensation Actually Paid to Rowan Trollope (c)(2)(8) | Average Summary Compensation Table Total for Other NEOs (d) | Average Compensation Actually Paid to Other NEOs (e)(3)(8) | Value of Initial Fixed $100 Investment Based On: | | (in thousands) | | | | | | | | | | | Peer Group Total Shareholder Return (g)(4) | | | | | | | | | | | Total Shareholder Return (f) | Nasdaq Computer Index | Net Income (Loss) (h)(5) | CSM Revenue (i)(6) | | 2025 | 17,403,709 | (721,880) | — | — | 5,316,520 | 2,266,906 | 11 | 233 | 39,416 | 1,149,088 | | 2024 | 12,003,120 | (12,590,917) | — | — | 4,125,695 | (671,426) | 23 | 181 | (12,795) | 1,041,938 | | 2023 | 1,204,757 | 3,146,084 | — | — | 4,516,341 | 4,918,272 | 45 | 135 | (81,764) | 910,488 | | 2022 | 38,226,944 | 35,346,014 | 11,134,881 | (7,181,551) | 7,856,459 | 1,668,273 | 39 | 83 | (94,650) | 778,846 | | 2021 | — | — | 10,825,159 | 4,461,362 | 4,618,633 | 1,271,633 | 79 | 127 | (53,000) | 609,591 |

  162. 2025 Pay Versus Performance Table

    1.Michael Burkland served as our CEO beginning on November 28, 2022 and for all of 2023 through 2025. Amounts previously disclosed in columns (b) and (c) for Mr. Burkland have been revised slightly in this table to reflect de minimis adjustments correcting the amounts included for health and insurance benefits in 2022, 2023, and 2024 and which adjustments are illustrated for 2023 and 2024 in footnote 4 to the Summary Compensation Table. 2.Mr. Rowan Trollope served as our CEO for the entirety of 2021 and through November 28, 2022. Amounts previously disclosed in columns (b) and (c) for Mr. Trollope have been revised slightly in this table to reflect de minimis under-reporting of employer contributions to our 401(k) plan and over-reporting of group health insurance and other non-discriminatory benefits. 3.The NEOs included in this calculation for each year are: a.2025 - Bryan Lee, Barry Zwarenstein, Andy Dignan, Tiffany Meriweather and Panos Kozanian. b.2024 - Barry Zwarenstein, Daniel Burkland, Andy Dignan and Panos Kozanian. c.2023 - Barry Zwarenstein, Daniel Burkland, Andy Dignan and Panos Kozanian.

  163. 2025 Pay Versus Performance Table

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  165. 2025 Pay Versus Performance Table

    d.2022 - Barry Zwarenstein, Daniel Burkland, Scott Welch and Panos Kozanian. e.2021 - Barry Zwarenstein, Daniel Burkland and Scott Welch. The amounts previously disclosed in columns (d) and (e) have been revised slightly in this table to reflect the correction of: (i) minor calculation errors for the value of NEOs' PRSUs in 2023, and (ii) de minimis under-reporting of employer contributions to our 401(k) plan and over-reporting of group health insurance and other non-discriminatory benefits. The above minor revisions are illustrated for 2023 and 2024 in footnotes 2 and 4 to the Summary Compensation Table. 4.For each of 2025, 2024, 2023, 2022, and 2021, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2020. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this pay versus performance disclosure, our peer group is the NASDAQ Computer Index (the "Peer Group"). Beginning in 2023, we started to compare our Common Stock to the NASDAQ Computer Index and ceased using the NASDAQ Computer and Data Processing Index as that index is no longer available. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 5.Net income (loss) attributable to Five9, Inc. as reported in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026. 6.Revenue as reported in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 7.The additional table below sets forth each of the amounts required by Item 402(v) of Regulation S-K to be deducted from and added to the amount of total compensation as reflected in the applicable Summary Compensation Table, to calculate Compensation Actually Paid.

  166. 2025 Pay Versus Performance Table

    | | | 2025 | | | | | Michael Burkland | Other NEOs Average | | | Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | $17,403,709 | $5,316,520 | | - | Grant date fair value (GDFV) of equity awards granted during FY | (16,186,638) | (4,656,810) | | + | Fair value (FV) as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | 4,402,840 | 2,297,355 | | + | Change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end | (1,483,461) | (492,188) | | + | Vesting date FV for any equity awards granted during the year that vested at the end of or during FY | 820,112 | 474,111 | | + | Change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY | (1,293,819) | (267,511) | | - | FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions during FY | (4,384,623) | (404,571) | | = | Compensation Actually Paid (as defined by SEC rule) | $(721,880) | $2,266,906 |

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  169. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table. Total Shareholder Return (TSR): The graphs below shows the relationship between (i) "compensation actually paid" ("CAP") to each of our CEOs and the average of the CAP to our other NEOs and the total shareholder return of Five9, Inc. and (ii) the total shareholder return of Five9, Inc. and our Peer Group over the five fiscal years ending December 31, 2025, based on a hypothetical investment of $100 on December 31, 2020.

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  172. Analysis of the Information Presented in the Pay versus Performance Table

    Net Income (Loss): The graph below shows the relationship between CAP to each of our CEOs and the average of the CAP to our other NEOs and net income (loss) attributable to Five9, Inc. over the five fiscal years ending December 31, 2025, as reported in the Company’s consolidated financial statements.

  173. Analysis of the Information Presented in the Pay versus Performance Table

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  175. Analysis of the Information Presented in the Pay versus Performance Table

    Revenue: Revenue is the CSM for 2025, which is a key performance indicator used by us in managing our business, and is linked to our growth and profitability and the creation of long-term stockholder value. The graph below shows the relationship between CAP to each of our CEOs and the average of the CAP to our other NEOs and our revenue over the five fiscal years ending December 31, 2025. Tabular List: The following table lists the three financial performance measures that we believe represent the most important financial performance measures we use to link CAP to our NEOs for fiscal year 2025 to our performance:

  176. Analysis of the Information Presented in the Pay versus Performance Table

    | •Revenue | | •Levered Free Cash Flow (LFCF) | | •Relative total shareholder return |

  177. Analysis of the Information Presented in the Pay versus Performance Table

    For more information regarding how each of these performance measures are used in our executive compensation program, see the “Compensation Discussion and Analysis” section above.

  178. Analysis of the Information Presented in the Pay versus Performance Table

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  179. Analysis of the Information Presented in the Pay versus Performance Table

    Equity Compensation Plan Information The following table summarizes certain information with respect to our Common Stock that may be issued under the equity compensation plans as of December 31, 2025:

  180. Analysis of the Information Presented in the Pay versus Performance Table

    | | Number of Securities to be Issued Upon Exercise of Outstanding Options and Warrants and Vesting of Restricted Stock Units | Weighted-average Exercise Price of Outstanding Options and Warrants | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) | | | (a) | (b) | (c) | | Equity compensation plans approved by stockholders | 6,415,521(1) | $51.62(2) | 16,757,911(3) | | Equity compensation plans not approved by stockholders | 3,562(4) | 14.33 | — | | Total | 6,419,083 | | 16,757,911 |

  181. Analysis of the Information Presented in the Pay versus Performance Table

    1.Includes 386,645 shares underlying outstanding stock options and 6,028,876 shares underlying outstanding RSUs. 2.The weighted-average exercise price does not take into account shares issuable upon the vesting of outstanding RSUs, which have no exercise price. 3.Includes 13,061,149 shares of Common Stock reserved for issuance under the 2014 Plan and 3,696,762 shares of Common Stock reserved for issuance under the Company's 2014 Employee Stock Purchase Plan. 4.Represents assumed unvested stock options in connection with the acquisition of Inference Solutions Inc.

  182. Analysis of the Information Presented in the Pay versus Performance Table

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  183. Analysis of the Information Presented in the Pay versus Performance Table

    Transactions With Related Persons Other than the compensation arrangements with our non-employee directors and executive officers, there have been no transactions since January 1, 2025 (and there are no currently proposed transactions) in which: •we have been or are to be a participant; •the amount involved exceeds $120,000; and •any of our directors, executive officers or holders of more than 5% of our Common Stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.