Eventbrite (NYSE: EB) director’s shares and options cashed out in merger

Rhea-AI Filing Summary

Eventbrite, Inc. director Naomi Wheeless reported the cancellation of her shares and stock options in connection with the company’s merger with Bending Spoons’ affiliates. On March 10, 2026, all reported Class A common shares were disposed of to the issuer in issuer-directed transactions, leaving no direct holdings reported.

Under the merger terms, each Class A and Class B share outstanding immediately before the effective time was converted into the right to receive $4.50 in cash, without interest and subject to taxes. Time-based restricted stock units were cancelled for cash based on the number of shares underlying each unit times the same cash consideration. Unexercised options with exercise prices above $4.50, including those with exercise prices of $21.32, $11.81 and $12.10, were cancelled and converted into a fixed cash amount of $10,583.21, determined using a Black‑Scholes model.

Insights

Equity compensation and M&A specialist

Director’s equity is cashed out via merger mechanics, not market selling.

The filing shows Naomi Wheeless, a director of Eventbrite, disposing of common shares and stock options back to the issuer on March 10, 2026. These are code D transactions, meaning dispositions to the company, tied directly to the closing of the merger.

All reported Class A common shares were converted into the merger cash consideration of $4.50 per share, while unexercised options with exercise prices above $4.50 were cancelled for a fixed cash payment of $10,583.21 based on a Black‑Scholes model. No derivative positions remain in the derivative summary, indicating her reported equity awards were fully settled.

Because these actions follow pre-agreed merger terms rather than discretionary open‑market trades, they mainly document how the merger consideration was delivered to an individual director. The impact on other investors depends on the same cash terms, which apply broadly to outstanding shares and eligible equity awards as of the effective time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wheeless Naomi

(Last) (First) (Middle)

C/O EVENTBRITE, INC.

95 THIRD STREET, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/10/2026		D		89,888	D	(1)	79,051	D
Class A Common Stock	03/10/2026		D		79,051	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$11.81	03/10/2026		D			10,403	(3)	09/09/2030	Class A Common Stock	10,403	(3)	0	D
Stock Option (Right to Buy)	$12.1	03/10/2026		D			6,852	(3)	06/08/2032	Class A Common Stock	6,852	(3)	0	D
Stock Option (Right to Buy)	$21.32	03/10/2026		D			3,671	(3)	06/08/2031	Class A Common Stock	3,671	(3)	0	D

Explanation of Responses:

1. On March 10, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 1, 2025, by and among Eventbrite, Inc., a Delaware corporation (the "Issuer"), Bending Spoons US Inc., a Delaware corporation ("Parent") and a wholly owned subsidiary of Bending Spoons S.p.A., and Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), subject to the terms and conditions of the Merger Agreement, each share of Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive $4.50 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration").

2. At the Effective Time, each time-based Issuer restricted stock unit (including deferred restricted stock units, each an "Issuer 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 Issuer RSU, multiplied by (y) the Merger Consideration.

3. At the Effective Time, any option to purchase shares of Class A Common Stock that was outstanding and unexercised immediately prior to the Effective Time for which the exercise price exceeded the Merger Consideration (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to $10,583.21, which was determined based on a Black-Scholes model.

	By: Kristin Johnston, Attorney-in-fact For: the Reporting Person	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Eventbrite (EB) director Naomi Wheeless report?

Naomi Wheeless reported disposing of Eventbrite equity to the company on March 10, 2026. Her Class A common shares and certain stock options were cancelled and settled in cash under pre-set merger terms, rather than sold in open-market transactions.

How much cash per share did Eventbrite (EB) stockholders receive in the merger?

Each issued and outstanding Eventbrite Class A and Class B share was converted into the right to receive $4.50 in cash per share. This amount is paid without interest and is subject to applicable withholding taxes, according to the disclosed merger consideration terms.

What happened to Eventbrite (EB) restricted stock units at the merger effective time?

At the effective time, each outstanding time-based Eventbrite restricted stock unit, vested or unvested, was cancelled and converted into cash. The cash equals the number of underlying shares multiplied by the $4.50 merger consideration, paid without interest and subject to applicable withholding taxes.

How were Eventbrite (EB) stock options treated for Naomi Wheeless in the merger?

Unexercised Eventbrite options with exercise prices above the $4.50 merger consideration were cancelled at the effective time. Each such option was converted into a right to receive $10,583.21 in cash, a value determined using a Black‑Scholes option pricing model, instead of remaining outstanding.

Were Naomi Wheeless’s Eventbrite (EB) transactions open-market sales of stock?

No, the reported Form 4 transactions are coded as dispositions to the issuer, not market sales. Her common shares and options were cancelled or exchanged for cash under the merger agreement’s terms when the merger closed, rather than sold through public trading.

Did Naomi Wheeless retain any Eventbrite (EB) stock options or shares after the merger settlement?

Based on the reported entries, her common stock and the listed stock options show zero shares following the transactions. The derivative summary is empty, indicating no remaining derivative positions from the equity awards disclosed in this filing after the merger settlement.