EGAIN Corp

PROXY STATEMENT

Information Concerning Voting and Solicitation

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of eGain Corporation, a Delaware corporation, referred to herein as eGain or the Company, of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of eGain (the “Annual Meeting”), to be held at eGain Corporation, 1252 Borregas Avenue, Sunnyvale, CA 94089, on December 4, 2026 at 1:00 p.m., Pacific Time, and any postponement or adjournment thereof. The shares represented by the proxies received in response to this solicitation and not properly revoked will be voted at the Annual Meeting in accordance with the instructions therein. A stockholder who has given a proxy may revoke it at any time before it is exercised by filing with the Secretary of eGain a written revocation or a duly executed proxy bearing a later date or by voting at the Annual Meeting. If you are a beneficial owner of shares held in street name, you may change your vote by submitting new voting instructions to your broker, bank or nominee, or if you have obtained a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person. Attendance at the meeting will not by itself revoke a previously granted proxy. On the matters coming before the Annual Meeting for which a choice has been specified by a stockholder by means of the ballot on the proxy, the shares will be voted accordingly. If no choice is specified, the shares will be voted in accordance with the recommendations of the Board of Directors set forth below.

The Board of Directors recommends that you vote:

Stockholders of record at the close of business on October 5, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the close of business on the Record Date, eGain had 25,313,092 shares of common stock, par value $0.001 per share (“Common Stock”), outstanding. The presence in person or by proxy of the holders of a majority of eGain’s outstanding shares of Common Stock entitled to vote constitutes a quorum for the transaction of business at the Annual Meeting. Each holder of Common Stock is entitled to one vote for each share held as of the Record Date.

Directors are elected by a plurality vote with stockholders having the option to either vote “for” each director or to “withhold” their vote. The four nominees for director who receive the most “for” votes will be elected to serve as a director. A “withhold” vote as to any director nominee will have no effect on the vote’s outcome because the candidates who receive the highest number of affirmative votes are elected. Broker non-votes are not considered votes cast and will have no effect on the election of the nominees.

Except for Proposal 3, the other proposals submitted for stockholder approval at the Annual Meeting will be decided by the affirmative vote of a majority of the votes cast affirmatively or negatively on the proposal. Proposal 3 will be decided based on the option receiving the highest number of affirmative votes. Abstentions with respect to any proposal are treated as shares present or represented for quorum purposes but are not votes cast affirmatively or negatively and thus have no

effect on the outcome of that proposal. If a broker which is the record holder of shares indicates on a proxy that it does not have discretionary authority to vote on a particular proposal as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to a particular proposal, these non-voted shares will be counted for quorum purposes and will have no effect on the outcome of that proposal, because they are not votes cast affirmatively or negatively.

The expense of printing, mailing proxy materials and soliciting proxies will be borne by eGain. Our directors, and certain of our officers and employees in the ordinary course of their employment, may solicit proxies by mail, internet, facsimile, in person, email or other online methods. At this time, we have not engaged a proxy solicitor. If we do engage a proxy solicitor, we will pay the customary costs associated with such engagement. eGain will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of eGain’s Common Stock. No additional compensation will be paid to such persons for such solicitation.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and the 2026 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies.

You will be able to attend the Annual Meeting at eGain Corporation, 1252 Borregas Avenue, Sunnyvale, CA 94089 on December 4, 2026 at 1:00 p.m., Pacific Time.

IMPORTANT

Please vote at your earliest convenience by following the instructions in the Notice you received in the mail.