Eventbrite (EB) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 27, 2026, for shareholders to vote on a proposed merger where Everest Merger Sub Inc. will merge with and into the company, making it a wholly-owned subsidiary of Bending Spoons US Inc., itself a subsidiary of Bending Spoons S.p.A.

• Shareholders will receive $4.50 in cash per share, representing significant premiums over recent trading prices.

• The board unanimously recommends voting in favor of the merger, the related executive compensation, and any necessary adjournments.

• The merger is not subject to a financing condition; Bending Spoons has committed sufficient funds.

• If the merger is not completed, the company will remain public and no payment will be made to shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval of adjournments if more time is needed to solicit votes.

• Approval of the merger requires a majority of the voting power of outstanding shares; abstentions and broker non-votes count as votes against.

• Certain major shareholders, including founders and their trusts, have entered into a voting and support agreement to vote in favor of the merger.

Board of directors and corporate governance

• The board formed a special committee of independent directors to evaluate the merger and negotiate terms.

• The board and special committee unanimously determined the merger is fair and in the best interests of shareholders.

• After the merger, the board of the surviving corporation will be designated by Bending Spoons.