Proxy Results (Form 8-K)

On February 27, 2026, Eventbrite Inc., a Delaware corporation (the "Company"), held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time), dated as of December 1, 2025 (the "Merger Agreement"), by and among the Company, Bending 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 Spoons ("Merger Sub"), 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 merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Bending Spoons (the "Merger").

These proposals are described in detail in the Company's definitive proxy statement filed with the U.S. Securities 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, are set forth below.

As of the close of business on January 16, 2026, the record date for the Special Meeting, there were (i) 94,996,995 shares ofClass A common stock, par value $0.00001 per share, of the Company ("Class A Common Stock") issued, of which 84,795,275 shares wereoutstanding and entitled to vote, with each such share entitled to one (1) vote per share, and (ii) 15,638,904 shares ofClass 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.

At the Special Meeting, holders of shares of Class A Common Stock and shares of Class B Common Stock were present virtually or by proxy, which collectively represented approximately 88.7% of the voting power of the shares of Class A Common Stock and Class B Common Stock issued and outstanding and entitled to vote at the Special Meeting, constituting a quorum for the transaction of business.

1. Proposal to adopt the Merger Agreement (the "Merger Proposal"):

The Merger Proposal was approved by the requisite vote of the Company's stockholders.

2. Proposal to approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the Merger (the "Merger-Related Compensation Proposal"):

The Merger-Related Compensation Proposal was approved by the requisite vote of the Company's stockholders.

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"):

The Adjournment Proposal was deemed moot because the Company's stockholders approved the Merger Proposal.

Pursuant to the terms of the Merger Agreement, consummation of 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) the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 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).

Approval of the Merger Proposal for Purposes of Certain Litigation Relating to the Merger

As previously disclosed, following the announcement of the Merger and prior to the filing of the Proxy Statement, a putative class action complaint (the "Complaint") and a motion for expedited proceedings were filed on January 12, 2026 in the Court of Chancery of the State of Delaware against the Company and its directors, Kevin 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"): 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 and Support Agreement"), by and among Bending Spoons and each of (i) Julia 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 and Restated Certificate of Incorporation (the "Charter")) of the shares of Class B Common Stock held by the Supporting Stockholders under the Charter, which purportedly triggered the shares' automatic retirement and conversion into shares of Class A Common Stock with one (1) vote per share, as compared to ten (10) votes per share of Class B Common Stock (the "Alleged Automatic Conversion"). The Complaint further asserted that the preliminary proxy statement filed in connection with the Merger 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 Defendants filed an opposition to the motion for expedited proceedings on January 15, 2026. On January 20, 2026, the Court of Chancery of the State of Delaware granted the plaintiffs' (the "Plaintiffs") motion to expedite. On January 28, 2026, the parties filed a stipulation where they agreed to adjourn the hearing on the Plaintiffs' motion for a preliminary injunction originally scheduled for February 12, 2026.

Notwithstanding the Company's and the Defendants' disagreement with the claims asserted in the Complaint and their belief that there had not been a "Transfer" as described above, in the interest of avoiding unnecessary delay, Company stockholders were requested to cast the votes described in the Proxy Statement on the assumption that, consistent with the Plaintiffs' interpretation of the Charter, all of the issued and outstanding shares of Class B Common Stock held by the Supporting Stockholders may have been converted into shares of Class A Common Stock entitled to one (1) vote per share.

In the event that when the votes were counted, the number of votes in favor of the Merger would not be sufficient under the Plaintiffs' interpretation of the Charter (but would be sufficient under the Company's interpretation of the Charter) and all conditions to the Merger had been or will 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) days of the Special Meeting. In the event that the number 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.

As 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, 2025. Additionally, the Merger 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. Pursuant to the January 28, 2026 stipulation between the parties, the Plaintiffs have agreed to dismiss their claims as moot.