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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 10,403 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 6,852 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 3,671 | $0.00 | -- |
| Disposition | Class A Common Stock | 89,888 | $0.00 | -- |
| Disposition | Class A Common Stock | 79,051 | $0.00 | -- |
Footnotes (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"). 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. 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.
