Five9, Inc. (NASDAQ: FIVN), the Intelligent CX Platform provider, today announced the exercise of the entire $97.5 million aggregate principal amount option to purchase additional 1.00% convertible senior notes due 2029 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Act”), resulting in a total offering size of $747.5 million. The notes to be sold in connection with the exercise of the option to purchase additional notes have the same terms in all respects as the other notes to be sold in the offering. The total offering of $747.5 million aggregate principal amount of notes is expected to settle on March 1, 2024.

The net proceeds from the sale of notes in connection with the exercise of the option to purchase additional notes is expected to result in approximately $95.3 million of additional net proceeds. Five9 expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with one of the initial purchasers in the offering and other financial institutions. The remainder of the additional net proceeds from the sale of the additional notes is expected to be used for working capital and other general corporate purposes.

The notes were and will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Act. Neither the notes nor the shares of common stock issuable upon conversion of the notes, if any, have been, nor will be, registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

Forward-Looking Statements

This news release contains certain forward-looking statements, including statements regarding the anticipated closing date of the notes offering, the expected proceeds from the sale of additional notes and the expected use of proceeds, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Risks that may cause these forward-looking statements to be inaccurate include, among others: (i) whether Five9 will be able to consummate the offering, (ii) the satisfaction of customary closing conditions with respect to the offering of the notes, (iii) the anticipated use of net proceeds of the sale of the additional notes which could change as a result of market conditions, changes in our business or for other reasons, (iv) prevailing market conditions, (v) the impact of adverse general economic conditions, including the impact of macroeconomic deterioration, including continuing inflation, increased interest rates, supply chain disruptions, decreased economic output and fluctuations in currency rates, the impact of the Russia-Ukraine conflict, the impact of the conflict in Israel, and other factors, that may continue to harm our business; and (vi) the other risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our most recent annual report on Form 10-K. Such forward-looking statements speak only as of the date hereof and readers should not unduly rely on such statements. We undertake no obligation to update the information contained in this press release, including in any forward-looking statements.

About Five9

The Five9 Intelligent CX Platform provides a comprehensive suite of solutions for orchestrating fluid customer experiences. Our cloud-native, multi-tenant, scalable, reliable, and secure platform includes contact center; omni-channel engagement; Workforce Engagement Management; extensibility through more than 1,000 partners; and innovative, practical AI, automation and journey analytics that are embedded as part of the platform. Five9 brings the power of people, technology, and partners to more than 3,000 organizations worldwide.

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