UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~February~~March 2710, 2026

EVENTBRITE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38658	14-1888467
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

95 Third Street, 2nd Floor

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

(415) 692-7779

(Registrant’s telephone number, include area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered

Class A common stock, par value $0.00001 per share	EB	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 5Note.~~07 Submission of Matters to a Vote of Security Holders.~~

On ~~February~~March 2710, 2026 (the “Closing Date”), Eventbrite, Inc., a Delaware corporation (the “Company”), ~~held~~completed athe ~~special~~previously ~~meeting~~announced oftransaction ~~stockholders~~with ~~(the~~Bending ~~“Special~~Spoons ~~Meeting”) to consider~~US ~~certain~~ Inc., ~~proposals~~a ~~related~~Delaware tocorporation ~~the~~and ~~Agreement~~a ~~and~~wholly ~~Plan~~owned subsidiary of ~~Merger~~Bending Spoons S.p.A. (as“Parent”), itpursuant ~~may~~to bethe ~~amended~~terms ~~from~~of ~~time~~the topreviously ~~time)~~announced Agreement and Plan of Merger, dated as of December 1, 2025 (the “Merger Agreement”), by and among the Company, ~~Bending~~Parent ~~Spoons US Inc., a Delaware corporation~~ and ~~a wholly owned subsidiary of Bending Spoons S.p.A. (“Bending Spoons”), and~~ Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of ~~Bending~~Parent ~~Spoons~~ (“Merger Sub”),. ~~pursuant~~Pursuant to ~~which, among other things, subject to~~ the ~~satisfaction or waiver (to the extent not prohibited by applicable law) of certain conditions set forth in the~~ Merger Agreement, Merger Sub ~~will~~merged ~~merge~~ with and into the Company, with the Company surviving as a wholly owned subsidiary of ~~Bending~~Parent ~~Spoons~~ (the “Merger”). Capitalized terms used but not otherwise defined herein will have the meanings assigned to them in the Merger Agreement.

~~These~~Item ~~proposals are described in detail in the Company’s definitive proxy statement filed with the U~~1.S02. ~~Securities~~Termination and Exchange Commission (the “SEC”) on January 28, 2026 (as amended or supplemented from time to time, the “Proxy Statement”). The final voting results regarding each proposal, as determined by the Company’s Inspector of ~~Election,~~a ~~are~~Material ~~set~~Definitive ~~forth below~~Agreement.

AsThe ofinformation ~~the~~contained ~~close~~in ~~of business on January 16, 2026,~~ the ~~record~~Introductory ~~date~~Note ~~for~~and ~~the~~Item ~~Special Meeting, there were (i) 94,996,995 shares of Class A common stock, par value $0~~2.~~00001~~01 ~~per share,~~ of ~~the~~this ~~Company~~Current ~~(“Class~~Report Aon ~~Common~~Form ~~Stock”)~~8-K ~~issued,~~is ofincorporated ~~which~~by ~~84,795,275~~reference ~~shares~~into ~~were~~this ~~outstanding~~Item ~~and entitled to vote, with each such share entitled to one (~~1~~) vote per share, and (ii) 15,638,904 shares of Class B common stock, par value $0~~.~~00001 per share, of the Company (“Class B Common Stock”) issued, of which 15,638,904 shares were outstanding and entitled to vote, with each such share entitled to ten (10) votes per share~~02.

AtIn ~~the~~connection ~~Special~~with ~~Meeting,~~the ~~holders~~closing of ~~shares~~the ofMerger, ~~Class~~the ACompany ~~Common~~repaid ~~Stock~~all obligations outstanding under, and ~~shares~~concurrently terminated, the Credit Agreement, dated as of ~~Class~~August 6, B2025 ~~Common~~(as ~~Stock~~amended, ~~were~~restated, ~~present~~amended ~~virtually~~and restated, supplemented or byotherwise ~~proxy,~~modified ~~which collectively~~from ~~represented~~time ~~approximately~~to ~~88.7%~~time), ofby ~~the~~and ~~voting~~among ~~power~~the ofCompany, the ~~shares~~guarantors ofparty ~~Class~~thereto Afrom ~~Common~~time ~~Stock~~to ~~and~~time, ~~Class~~the Bbanks ~~Common~~and ~~Stock~~other ~~issued~~financial ~~and~~institutions ~~outstanding~~or ~~and~~entities ~~entitled~~party thereto from time to ~~vote~~time, atand ~~the~~Silicon ~~Special~~Valley ~~Meeting~~Bank, ~~constituting~~ a ~~quorum~~division ~~for~~of First-Citizens Bank & Trust Company, as the ~~transaction~~administrative ofagent ~~business~~and collateral agent.

1Item 2. ~~Proposal~~01. toCompletion ~~adopt~~of ~~the~~Acquisition ~~Merger~~or ~~Agreement~~Disposition ~~(the~~of ~~“Merger Proposal”):~~Assets.

	For	Against	Abstain
Class A Common Stock	64,790,509	1,169,058	368,438
Class B Common Stock	147,614,670	0	0
Total	212,405,179	1,169,058	368,438

At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each share of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), and each share of the Company’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares held by the Company as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly-owned subsidiary of the Company, Parent or Merger Sub)) was converted into the right to receive $4.50 in cash, without interest and subject to applicable withholding taxes, as set forth in the Merger Agreement (the “Merger Consideration”).

~~The~~In ~~Merger~~addition, ~~Proposal~~pursuant ~~was~~to ~~approved by~~ the ~~requisite~~Merger ~~vote~~Agreement, ofat the ~~Company’s~~Effective ~~stockholders.~~Time:

~~2. Proposal~~• toeach ~~approve,~~option byto ~~means~~purchase shares of Common Stock (“Shares”) granted under a ~~non-binding, advisory~~Company ~~vote~~Equity Plan (each, ~~compensation~~a “Company Option”) that ~~will~~was outstanding and unexercised immediately prior to the Effective Time (whether vested or ~~may~~unvested) ~~become~~was ~~payable~~cancelled and converted into the right to receive (without interest) an amount in cash equal to the ~~named~~product ~~executive~~of ~~officers~~(x) the total number of Shares underlying the Company inOption ~~connection~~multiplied ~~with~~by (y) the excess, if any, of the Merger (Consideration over the “exercise price of such Company Option. However, any Company Option for which the exercise price was equal to or greater than the Merger~~-Related~~ ~~Compensation~~Consideration ~~Proposal”~~(whether vested or unvested): was cancelled and converted into the right to receive (without interest) an amount in cash determined based on a Black-Scholes model;

	For	Against	Abstain
Class A Common Stock	61,086,505	4,607,527	633,973
Class B Common Stock	147,614,670	0	0
Total	208,701,175	4,607,527	633,973

•

each time-based Company restricted stock unit granted under a Company Equity Plan (including Company deferred restricted stock units, each a “Company RSU”) that was outstanding immediately prior to the Effective Time (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of Shares underlying such Company RSU, multiplied by (y) the Merger Consideration; and

~~The~~• ~~Merger~~each Company restricted stock unit granted under a Company Equity Plan that was granted subject to performance-~~Related~~based ~~Compensation~~vesting ~~Proposal~~conditions (each, a “Company PSU”) that was ~~approved~~outstanding byimmediately prior to the ~~requisite~~Effective ~~vote~~Time (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of Shares underlying such Company PSU (with performance achievement assessed at target (or, with respect to any performance period that has been completed prior to the Effective Time, actual performance in accordance with the applicable Company’s ~~stockholders~~PSU, if higher than target)), multiplied by (y) the Merger Consideration.

3. Proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the then-scheduled date and time of the Special Meeting (the “Adjournment Proposal”):2

	For	Against	Abstain
Class A Common Stock	64,256,216	1,803,710	268,079
Class B Common Stock	147,614,670	0	0
Total	211,870,886	1,803,710	268,079

The foregoing description of the Merger, the Merger Agreement and the other transactions completed pursuant thereto is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2025 and is incorporated herein by reference.

~~The~~Item ~~Adjournment~~3.01. ~~Proposal~~Notice ~~was~~of ~~deemed~~Delisting ~~moot~~or ~~because~~Failure ~~the~~to ~~Company’s~~Satisfy ~~stockholders~~a ~~approved~~Continued ~~the~~Listing ~~Merger~~Rule ~~Proposal~~or Standard; Transfer of Listing.

~~Pursuant~~The toinformation ~~the~~contained ~~terms~~in of the ~~Merger~~Introductory ~~Agreement,~~Note ~~consummation~~and ofItem the Merger remains subject to the satisfaction or waiver of certain customary conditions, including, without limitation, (1) the absence of any law or order, issued by a court or governmental entity of competent jurisdiction, restraining, enjoining, prohibiting or preventing the consummation of the Merger, (2).01 ~~the expiration or termination~~ of ~~the~~this ~~applicable~~Current ~~waiting~~Report ~~period~~on ~~(or~~Form ~~any extension thereof) under the Hart~~8-~~Scott-Rodino~~K ~~Antitrust~~is ~~Improvements~~incorporated ~~Act~~by ofreference ~~1976,~~into asthis ~~amended,~~Item ~~and (~~3~~) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement~~. Each party’s obligation to consummate the Merger is subject to certain other conditions, including (1) the accuracy of the other party’s representations and warranties and (2) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (in each case, subject to certain qualifications)01.

~~Approval~~In connection with the consummation of the Merger, ~~Proposal~~on ~~for~~the ~~Purposes~~Closing Date, the Company notified the New York Stock Exchange LLC (the “NYSE”) that the Merger had been completed and that all of ~~Certain~~the ~~Litigation~~shares ~~Relating~~of Common Stock issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares held by the Company as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly-owned subsidiary of the Company, Parent or Merger Sub)) had been converted into the right to receive the Merger Consideration. The Company requested that the NYSE (i) suspend trading of the Class A Common Stock on the NYSE prior to the opening of trading on the Closing Date, (ii) withdraw the Class A Common Stock from listing on the NYSE and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to report that the Class A Common Stock is no longer listed on the NYSE and apply for the deregistration of the Class A Common Stock under Section 12(b) of the Exchange Act. As a result, the Class A Common Stock, which previously traded under the symbol “EB”, will no longer be listed on the NYSE.

AsThe ~~previously~~Company ~~disclosed,~~intends ~~following the announcement of the Merger and prior~~ to ~~the~~file ~~filing of the Proxy Statement,~~ a ~~putative~~certification ~~class action complaint (the “Complaint”) and a motion for expedited proceedings were filed~~ on ~~January~~Form ~~12,~~15 ~~2026~~with in the ~~Court~~SEC ofto ~~Chancery~~terminate of the ~~State~~registration of ~~Delaware~~all ~~against~~Class ~~the~~A ~~Company~~Common ~~and~~Stock ~~its directors,~~under ~~Kevin~~Section ~~Hartz, Kevin Hartz and Julia Hartz as trustees for The Hartz Family Revocable Trust dated~~ 12~~/4/2008, Divesh Makan as trustee for The Hartz 2008 Irrevocable Trust dated September 15, 2008 and Bending Spoons US Inc.~~ (~~collectively, the “Defendants”~~g): ~~Juniper International LLC, et al. v. Eventbrite, Inc., et al., C.A. No. 2026-0045-PAF (Del. Ch.). The Complaint alleged that entry into the Voting and Support Agreement, dated as~~ of ~~December 1, 2025 (~~the ~~“Voting~~Exchange ~~and~~Act ~~Support Agreement”), by~~ and ~~among Bending Spoons and each of (i)~~ ~~Julia~~suspend ~~Hartz, (ii) Kevin Hartz, (iii) Kevin Earnest Hartz & Julia D. Hartz TTEES~~ the Hartz Family Revocable Trust DTD 12/4/2008 and (iv) Hartz 2008 Irrevocable Trust dated September 15, 2008 (collectively, the “Supporting Stockholders”), effected a “Transfer” (as that term is defined under the Company’s ~~Amended~~reporting ~~and~~obligations ~~Restated Certificate of Incorporation (the “Charter”)) of the shares of Class B Common Stock held by the Supporting Stockholders~~ under ~~the~~Sections ~~Charter,~~13 ~~which purportedly triggered the shares’ automatic retirement~~ and ~~conversion into shares of Class A Common Stock with one~~ 15(1d) ~~vote per share, as compared to ten (10) votes per share~~ of ~~Class B Common Stock (~~the ~~“Alleged~~Exchange ~~Automatic~~Act ~~Conversion”). The Complaint further asserted that the preliminary proxy statement filed in connection~~ with ~~the~~respect ~~Merger~~to ~~with~~ the ~~SEC on January 2, 2026 (the “Preliminary Proxy Statement”) omitted certain purportedly material information regarding the conversion of the Supporting Stockholders’ shares of~~ Class B Common Stock and incorrectly described the voting power of the Supporting Stockholders, which rendered the Preliminary Proxy Statement false and misleading. The Complaint sought, among other things, a declaratory judgment that entry into the Voting and Support Agreement effected a “Transfer” of the Supporting Stockholders’ shares of Class B Common Stock into shares of Class A Common Stock as of December 1, 2025, an order to enjoin the stockholder vote on the Merger until corrective disclosures were issued, a finding that the Company’s directors breached their fiduciary duties by issuing the Preliminary Proxy Statement, and rescission (or, alternatively, damages).

~~The~~Item ~~Defendants filed an opposition to the motion for expedited proceedings on January 15, 2026~~3. ~~On January 20, 2026, the Court of Chancery of the State of Delaware granted the plaintiffs’ (the “Plaintiffs”) motion to expedite~~03. OnMaterial ~~January~~Modification ~~28, 2026, the parties filed a stipulation where they agreed~~ to ~~adjourn~~Rights ~~the~~of ~~hearing~~Security ~~on the Plaintiffs’ motion for a preliminary injunction originally scheduled for February 12, 2026~~Holders.

~~Notwithstanding~~The ~~the~~information ~~Company’s~~contained ~~and the Defendants’ disagreement with the claims asserted~~ in the ~~Complaint~~Introductory ~~and their belief that there had not been a “Transfer” as described above~~Note, inItem ~~the interest of avoiding unnecessary delay~~2.01, ~~Company~~Item ~~stockholders were requested to cast the votes described in the Proxy Statement on the assumption that~~3.01, ~~consistent~~Item ~~with~~5.01 ~~the~~and ~~Plaintiffs’~~Item ~~interpretation~~5.03 of ~~the~~ ~~Charter,~~this ~~all~~Current ofReport ~~the~~on ~~issued~~Form ~~and~~8-K ~~outstanding~~is ~~shares~~incorporated ~~of Class B Common Stock held~~ by ~~the~~reference ~~Supporting Stockholders may have been converted~~ into this ~~shares~~Item ~~of Class A Common Stock entitled to one (1) vote per share~~3.03.

In ~~the~~connection ~~event~~with ~~that when~~ the ~~votes were counted~~Merger, ~~the~~at ~~number of votes in favor of~~ the ~~Merger~~Effective ~~would~~Time, ~~not~~holders ~~be sufficient under the Plaintiffs’ interpretation~~ of ~~the~~Common ~~Charter~~Stock ~~(but~~immediately ~~would~~prior beto ~~sufficient~~such ~~under~~time ~~the~~ceased ~~Company’s interpretation of the Charter) and all conditions~~ to ~~the~~have ~~Merger~~any ~~had~~rights ~~been~~as orstockholders ~~will~~in ~~at closing be satisfied, then~~ the Company ~~agreed with the Plaintiffs that the Merger would not~~ ~~close until the Court of Chancery of the State of Delaware has ruled upon the Complaint and would request that a hearing on the matter occur within thirty~~ (~~30)~~other ~~days~~than oftheir ~~the~~right ~~Special~~to ~~Meeting.~~receive InMerger ~~the~~Consideration ~~event~~pursuant ~~that~~to the ~~number~~terms of ~~votes in favor of~~ the Merger ~~would~~ ~~be sufficient under the Plaintiffs’ interpretation of the Charter, the Plaintiffs agreed that their claims would be moot~~Agreement).

AsItem described above, the Merger Proposal was approved by the requisite vote of the Company’s stockholders, assuming the Company’s interpretation of the Charter and the Alleged Automatic Conversion had not occurred on December 1, 20255.01. ~~Additionally,~~Changes ~~the~~in ~~Merger~~Control ~~Proposal was separately approved by the requisite vote~~ of ~~the Company’s stockholders, assuming the Plaintiffs’ interpretation of the Charter and the Alleged Automatic Conversion had occurred on December 1, 2025~~Registrant. ~~Pursuant to the January 28, 2026 stipulation between the parties, the Plaintiffs have agreed to dismiss their claims as moot.~~

~~Cautionary~~The ~~Statement~~information ~~Regarding~~contained ~~Forward~~in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference into this Item 5.01.

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements related to the Merger and consummation thereof. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. In ~~some~~connection ~~cases,~~with forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger ~~and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks~~, ~~uncertainties~~at and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the ~~completion~~Effective ~~of the Merger on anticipated terms and timing~~Time, including obtaining required regulatory approvals, and the satisfaction of other conditions to the completion of the Merger; (ii) any pending or potential litigation relating to the Merger that could be instituted against Bending Spoons, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations and employee retention, and the Company’s ability to implement its business strategy; (iv) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (v) legislative, regulatory and economic developments affecting the Company’s business; (vi) general macroeconomic and geopolitical environment and market developments and conditions; (vii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (viii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (x) significant transaction costs associated with the Merger; (xi) the possibility that the Merger may be more expensive to complete than anticipated, including as a ~~result of unexpected factors or events; (xii) the occurrence of any event,~~ change ~~or other circumstance that could give rise to the termination~~ of ~~the~~control ~~Merger, including in circumstances requiring the Company to pay a termination fee and/or other expenses; (xiii) the ability~~ of ~~Bending Spoons to successfully integrate~~ the Company’s ~~operations,~~occurred ~~product lines~~ and services; (xiv) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xv) the risks and uncertainties that are described in the Proxy Statement available from the sources indicated below. These risks, as well as other risks associated with the Merger, ~~are~~Sub ~~more~~merged ~~fully discussed in the Proxy Statement filed~~ with ~~the SEC in connection with the Merger. While the list of factors presented here is,~~ and ~~the~~into ~~list of factors presented in~~ the ~~Proxy Statement is~~Company, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with ~~those anticipated in~~ the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company~~’s financial condition, results of operations, credit rating or liquidity. These~~ ~~forward-looking~~ continuing ~~statements speak only~~ as of the ~~date~~surviving ~~they~~corporation ~~are made,~~ and ~~the Company does not undertake to and specifically disclaims any obligation to publicly provide revisions or updates to any forward-looking statements, whether~~ as a ~~result~~direct ofwholly ~~new information,~~owned ~~future~~subsidiary ~~developments~~of ~~or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws~~Parent.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

As a result of the Merger and pursuant to the Merger Agreement, effective as of the Effective Time, each of Julia Hartz, Katherine August-deWilde, Jane Lauder, Pilar Manchón, Sean Moriarty, Helen Riley, April Underwood and Naomi Wheeless resigned from the Board of Directors of the Company (the “Board”) and from any and all committees or subcommittees of the Board on which they served.

As of the Effective Time, Francesco Patarnello, Mattie Maharaj and Jared Mulligan, who were the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company.

Executive Officers

As a result of the Merger (and not because of any disagreement with the Company), effective as of the Effective Time, Ted Dworkin and Lisa Gorman agreed to step down from their respective capacities as Chief Product Officer and Chief Legal Officer of the Company. Julia Hartz and Anand Ghandi will step down from their respective capacities as Chief Executive Officer and Chief Financial Officer of the Company immediately following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Following the Effective Time, each of Mr. Dworkin, Ms. Gorman, Ms. Hartz and Mr. Ghandi have agreed to continue their respective employment with the Company to assist in transition-related matters.

As of the Effective Time, Francesco Patarnello, Mattie Maharaj and Jared Mulligan, who were the officers of Merger Sub immediately prior to the Effective Time, became President and Secretary, Treasurer and HR Officer, respectively, of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety. A copy of the Amended and Restated Certificate of Incorporation and the Third Amended and Restated Bylaws of the Company are filed herewith as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of December 1, 2025, by and among Bending Spoons US Inc., Everest Merger Sub Inc. and Eventbrite, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 3, 2025).
3.1		Amended and Restated Certificate of Incorporation of Eventbrite, Inc.
3.2		Third Amended and Restated Bylaws of Eventbrite, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2, 2026	EVENTBRITE, INC.
Date: March 10, 2026
	EVENTBRITE, INC.
	By:	/s/ Julia Hartz
		Julia Hartz
		Chief Executive Officer

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