Eventbrite, Inc. 8-K

What Happened Eventbrite, Inc. filed an 8-K reporting the closing of a merger under the previously disclosed Merger Agreement (dated December 1, 2025). At the Effective Time of the merger, each outstanding share of Class A and Class B common stock (other than dissenting shares, treasury shares, or shares held by the buyer/merger entities) was converted into the right to receive $4.50 in cash, without interest and subject to applicable tax withholdings. Outstanding equity awards were cancelled and converted into cash pursuant to formulas in the Merger Agreement, and the company’s certificate of incorporation and bylaws were amended and restated (copies filed as Exhibits 3.1 and 3.2).

Key Details

• Merger consideration: $4.50 per share in cash (no interest; subject to withholding).
• Company Options: cancelled and converted into cash equal to (number of shares × max(0, $4.50 − exercise price)); options with exercise price ≥ $4.50 are cashed out under a Black‑Scholes valuation.
• RSUs/PSUs: time‑based RSUs converted into cash equal to (shares × $4.50); performance PSUs converted at target (or actual if a performance period was completed and actual > target) × $4.50.
• Corporate documents: Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2.
• Filing also references termination of a material definitive agreement and includes items regarding delisting, change in control, and related governance changes.

Why It Matters This filing confirms that holders of Eventbrite common stock will receive a fixed cash payment ($4.50/share) in exchange for their shares, effectively taking economic control of the company to the buyer and leading to changes in the company’s corporate documents and governance. Holders of stock‑based compensation (options, RSUs, PSUs) will receive cash settlements per the formulas in the agreement, so employees and investors should review the treatment of their specific awards (including Black‑Scholes valuations for certain options). The 8-K also signals regulatory and listing changes (delisting notice and change in control items), so public trading status and shareholder rights have materially changed — review the full Merger Agreement and exhibits for exact terms and tax/withholding treatment.