Five9, Inc. filed a Form 8-K with the SEC on November 5, 2026, disclosing that it entered into an Agreement and Plan of Merger to acquire Ujwal, Inc. (d/b/a Level AI) for $325.0 million in cash, subject to customary adjustments.

Key Highlights

  • Acquisition price: Five9 agreed to pay aggregate consideration of $325.0 million in cash for all outstanding shares of capital stock, options, and warrants of Level AI, subject to customary adjustments.
  • Transaction structure: Lander Merger Sub, Inc., a wholly owned subsidiary of Five9, will merge with and into Level AI, with Level AI surviving as a wholly owned subsidiary of Five9.
  • Signing date: The Merger Agreement was entered into on November 5, 2026, with a termination deadline of February 5, 2027, if the closing has not occurred by that date.
  • Stockholder support secured: Concurrently with the Merger Agreement, Five9 entered into Support Agreements with Level AI stockholders holding sufficient voting power to approve the transaction, making no further stockholder vote required.
  • No termination fee: According to the filing, neither party is required to pay a termination fee in connection with a termination of the Merger Agreement.
  • Shareholder Representative: Shareholder Representative Services LLC, a Colorado limited liability company, is acting solely as representative of Level AI's securityholders under the Merger Agreement.

Five9 Signs Agreement to Acquire Level AI in $325 Million All-Cash Deal

According to the filing, Five9, Inc. (NASDAQ:FIVN) entered into an Agreement and Plan of Merger on November 5, 2026, to acquire Ujwal, Inc., doing business as Level AI, a Delaware corporation. Under the terms of the Merger Agreement, Lander Merger Sub, Inc., a wholly owned subsidiary of Five9, will merge with and into Level AI, with Level AI continuing as a wholly owned subsidiary of Five9 following the closing.

The filing states that the aggregate consideration payable by Five9 for the outstanding shares of capital stock, options, and warrants of Level AI is $325.0 million in cash. This amount is subject to customary adjustments for Level AI's cash, indebtedness, transaction expenses, and net working capital as of the closing of the transaction, as set forth in the Merger Agreement. The filing also discloses that the Merger Agreement contains representations, warranties, and covenants described as "customary for a transaction of this nature," and that completion of the transaction depends on the satisfaction of certain customary closing conditions.

The filing notes that the Merger Agreement may be terminated if the closing has not occurred on or before February 5, 2027, or if either party has breached its representations, warranties, or covenants such that the related closing condition would not be satisfied, subject to negotiated cure periods. The Company also disclosed that, concurrently with signing, it entered into Support Agreements with Level AI stockholders holding sufficient voting power to approve the transaction, and that those stockholders agreed to deliver a written consent approving and adopting the Merger Agreement, rendering no further Level AI stockholder approval necessary. The filing was signed by Bryan Lee, Chief Financial Officer of Five9, and also notes that the Company issued a press release on November 5, 2026, announcing the transaction. The filing contains forward-looking statements subject to the Company's cautionary language and identified risks.

What Was Disclosed

Five9 disclosed a definitive merger agreement to acquire Level AI for $325.0 million in cash, subject to adjustments, with Level AI becoming a wholly owned subsidiary. The deal carries a February 5, 2027, outside termination date and requires no termination fee from either party.