Every material Form 8-K Five9 filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Five9 said its board appointed Amit Mathradas as chief executive officer and Class III director, effective February 2, 2026, and Michael Burkland will stop serving as CEO on that date. Burkland will remain on the board under his July 31, 2025 employment transition agreement. The filing sets out Mathradas' pay package, including a $600,000 base salary, a $12.5 million RSU award and a $14.0 million target PRSU award, which matters to shareholders as the terms of a CEO change.
Amit Mathradas becomes CEO and a Class III director effective February 2, 2026, with his term expiring at the 2026 annual meeting
Michael Burkland stops serving as CEO on the effective date and continues on the board under his July 31, 2025 transition agreement
Offer letter dated December 15, 2025 provides a $600,000 base salary, a target bonus of 100% of base salary, and a $550,000 sign-on bonus
Equity grants include a $12.5 million RSU award and a $14.0 million target PRSU award tied to relative total stockholder return
Five9 reported third-quarter 2025 revenue of $285.8 million, up 8% from a year earlier, and GAAP net income of $18.0 million, or $0.21 per diluted share, compared with a net loss a year earlier. The company also announced a $150 million share repurchase authorization, including a $50 million accelerated share repurchase with JPMorgan Chase Bank, and issued fourth-quarter and full-year 2025 revenue and per-share guidance.
Q3 2025 revenue was $285.8 million, up from $264.2 million in Q3 2024; GAAP net income was $18.0 million versus a $4.5 million loss
Q3 non-GAAP net income per diluted share was $0.78, up from $0.67; adjusted EBITDA was $71.7 million, or 25.1% of revenue
Fourth-quarter 2025 revenue guidance is $294.7 million to $300.7 million; full-year 2025 revenue guidance is $1.1435 billion to $1.1495 billion
Board authorized up to $150 million in share repurchases, including a $50 million accelerated share repurchase with JPMorgan Chase Bank
Five9 disclosed that director David Welsh resigned from its board on September 26, 2025, with no disagreement with the company cited, and that the board appointed Sudhakar Ramakrishna, CEO and President of SolarWinds, as a new director. Robert Zollars became Lead Independent Director, and board committee chairs were reassigned. The changes are governance updates that do not include any financial results or guidance.
David Welsh resigned as a Class II director, as Lead Independent Director and as chair of the Nominating and Governance Committee, effective September 26, 2025
Sudhakar Ramakrishna was appointed to the board on September 26, 2025 as a Class II director with a term expiring at the 2028 annual meeting and joined the Nominating and Governance Committee
Robert Zollars became Lead Independent Director, Jonathan Mariner chairs the Nominating and Governance Committee, and Michael Burdiek chairs the Compensation Committee
Five9 said CEO Michael Burkland will retire once a successor is appointed and begins serving as CEO, and he will then serve up to six months as Executive Chairman. Bryan Lee, the company's interim CFO since April 1, 2025, was named permanent Chief Financial Officer effective July 31, 2025, and the board also proposed declassifying the board and removing its supermajority vote threshold at the 2026 annual meeting.
Burkland remains CEO until a successor begins serving; a committee of independent directors has started a search for the next CEO
Burkland's transition pay: $70,000 annual salary as Executive Chairman during a Transition Period of up to 6 months after the CEO Transition Date
Lee's CFO package includes a $456,000 base salary, a 75% target bonus, a $3.0 million RSU award and a $1.5 million target PRSU award
Board intends to phase out its classified structure by the 2028 annual meeting and replace the 66 2/3% supermajority vote with a majority threshold effective after the 2027 Annual Meeting
Five9 reported second-quarter 2025 revenue of $283.3 million, up 12% from $252.1 million a year earlier, and GAAP net income of $1.2 million, compared with a net loss of $12.8 million in the year-earlier quarter. The company also issued full-year and third-quarter 2025 guidance, though the filing gives no prior guidance for comparison. Bryan Lee, previously interim CFO, was appointed Chief Financial Officer effective July 31, 2025.
Q2 2025 revenue rose 12% to a record $283.3 million from $252.1 million in Q2 2024
GAAP net income was $1.2 million, or $0.01 per diluted share, versus a $12.8 million net loss a year earlier
Q3 2025 revenue guidance is $283.0 million to $286.0 million; full-year 2025 revenue guidance is $1.1435 billion to $1.1495 billion
Bryan Lee was appointed CFO effective July 31, 2025, after serving as interim CFO since April 2025
Five9 reported first-quarter 2025 revenue of $279.7 million, up 13% from $247.0 million a year earlier, and GAAP net income of $0.6 million, or $0.01 per diluted share, versus a GAAP net loss of $7.1 million in the prior-year quarter. The company also issued full-year 2025 revenue guidance of $1.140 billion to $1.144 billion and second-quarter revenue guidance of $274.5 million to $275.5 million.
Q1 2025 revenue rose 13% to $279.7 million; GAAP net income was $0.6 million, or $0.01 per diluted share, compared with a $7.1 million GAAP net loss a year earlier.
Non-GAAP net income was $47.3 million, or $0.62 per diluted share, compared with $35.7 million, or $0.48 per diluted share, in Q1 2024.
Q1 2025 GAAP operating cash flow was $48.4 million, compared with $32.4 million in Q1 2024.
Full-year 2025 revenue guidance is $1.140 billion to $1.144 billion; Q2 2025 revenue guidance is $274.5 million to $275.5 million.
Five9 said on April 3, 2025 that its first-quarter 2025 revenue, GAAP net loss per share and non-GAAP net income per share are expected to be in line with or better than its February 20, 2025 guidance. The same day it began a reduction in force of about 4% of global full-time employees, aimed at prioritizing AI and other strategic investments, with estimated charges of $8 million to $10.5 million that will mostly fall in the second and third quarters of 2025.
Q1 2025 revenue, GAAP net loss per share and non-GAAP net income per share expected in line with or better than February 20, 2025 guidance; results are preliminary and unaudited.
Board approved the reduction in force on March 31, 2025; execution began April 3, 2025, affecting about 4% of global full-time employees.
Estimated cash costs of $7 million to $9 million and non-cash costs of $1 million to $1.5 million, mainly in Q2 and Q3 2025; actions expected substantially complete by end of Q2 2025.
Five9 will provide Q2 2025 and fiscal 2025 guidance at its earnings call, expected in early May 2025.
Five9 said audit committee chair Jack Acosta, a Class II director, will not be nominated for re-election at the May 21, 2025 annual meeting. Board changes also include Jonathan Mariner's reappointment as a Class II director and Maria Walker taking over as Audit Committee chair after the meeting, with the Board shrinking to nine directors.
Jack Acosta will not stand for re-election as a Class II director at the May 21, 2025 annual meeting; the filing thanks him for his service as Audit Committee chair.
Jonathan Mariner resigned as a Class III director on March 19, 2025 and was immediately reappointed as a Class II director, with his term ending at the annual meeting.
Maria Walker will become Audit Committee chair at the conclusion of the annual meeting.
The Board will be reduced to nine directors, with Class II reduced to three after the annual meeting, and Mr. Mariner will not receive a new director RSU grant.
On March 10, 2025, Five9 promoted Chief Operating Officer Andy Dignan to President, effective immediately. The filing sets his annual base salary at $465,000 and a target bonus of $395,250, and adds restricted and performance-based stock unit awards tied to total shareholder return. Because Dignan is an existing executive, the change is an internal promotion that shareholders should see as a leadership update rather than a change in the company's direction.
Andy Dignan, 47, promoted from Chief Operating Officer to President, effective immediately
Annual base salary of $465,000 and target annual bonus of $395,250 under the 2025 Executive Bonus Program
Performance-based RSU award ranges from 0% to 200% of target, based on relative total shareholder return against the S&P Software and Services Select Index
Dignan joined Five9 in September 2018 and has served as COO since November 2023
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