{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-173902","form_type":"8-K","ticker":null,"cik":"0001437352","company_name":"EVERBRIDGE, INC.","filed_at":"2024-07-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:13.062701+00:00","generated_at":"2026-05-31T23:44:49.575250+00:00","sec_items":["1.01","1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Everbridge acquired by Thoma Bravo for $1.8B, $35.00 per share; stock delisted","bullets":["Acquisition completed at $35.00 per share in cash, total enterprise value approx. $1.8B.","Common stock ceased trading on Nasdaq; delisting initiated; Form 15 to follow.","Board reconstituted: David Wagner remains CEO; David Rockvam and Noah Webster appointed.","Convertible notes terms modified due to merger; holders may require repurchase.","Capped call transactions terminated with de minimis value as of closing."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-173902","json":"https://secwatch.observer/filing/0001193125-24-173902.json","markdown":"https://secwatch.observer/filing/0001193125-24-173902.md","text":"https://secwatch.observer/filing/0001193125-24-173902.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/d804733d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T23:44:49.575250+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"032e0fc30c","claim":"Richard D’Amore departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"319f020990","claim":"Sharon Rowlands departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4908110c30","claim":"Simon Paris departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"61f7282c3e","claim":"David Benjamin departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8ae43e1de9","claim":"Noah Webster was appointed as Director at EVERBRIDGE, INC..","evidence_excerpt":"Following the Effective Time, David Wagner shall remain a director of the Company, and David Rockvam and Noah Webster were appointed directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"95916ac513","claim":"David Henshall departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a0824a1861","claim":"Rohit Ghai departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a470469d34","claim":"Kent Mathy departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"dc6aa70f7d","claim":"Alison Dean departed as Director at EVERBRIDGE, INC..","evidence_excerpt":"David Henshall, Kent Mathy, Alison Dean, Sharon Rowlands, Simon Paris, David Benjamin, Richard D’Amore and Rohit Ghai, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f88a30ec1e","claim":"David Rockvam was appointed as Director at EVERBRIDGE, INC..","evidence_excerpt":"Following the Effective Time, David Wagner shall remain a director of the Company, and David Rockvam and Noah Webster were appointed directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3c24311991640cd9e80000f7f326166f99904895","claim":"EVERBRIDGE, INC. completed an acquisition involving Thoma Bravo Discover Fund IV, L.P., an investment fund managed by Thoma Bravo, L.P. for $35.00 in cash (closed 2024-07-02).","evidence_excerpt":"series of Convertible Notes in effect on the applicable conversion date (subject to any adjustments pursuant to the relevant Convertible Notes Indenture) multiplied by $35.00 (i.e., the Per Share Price (as defined below)). The consummation of the Merger constitutes a Merger Event, a Fundamental Change and a Make-Whole Fundamental Change (each as","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Thoma Bravo Discover Fund IV, L.P., an investment fund managed by Thoma Bravo, L.P."},{"label":"Consideration","value":"$35.00 in cash"},{"label":"Closing","value":"2024-07-02"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}