--- 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" generated_at: "2026-05-31T23:44:49.575250+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Everbridge acquired by Thoma Bravo for $1.8B, $35.00 per share; stock delisted ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-173902 - form_type: 8-K - cik: 0001437352 - company_name: EVERBRIDGE, INC. - filed_at: 2024-07-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-173902 - JSON: https://secwatch.observer/filing/0001193125-24-173902.json - Plain text: https://secwatch.observer/filing/0001193125-24-173902.txt ## Key facts - Executive change Richard D’Amore departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change Sharon Rowlands departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change Simon Paris departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change David Benjamin departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change Noah Webster was appointed as Director at EVERBRIDGE, INC.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change David Henshall departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change Rohit Ghai departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change Kent Mathy departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change Alison Dean departed as Director at EVERBRIDGE, INC.. - Action: ceased - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - Executive change David Rockvam was appointed as Director at EVERBRIDGE, INC.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm - M&A Transactions 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). - Action: acquisition - Counterparty: Thoma Bravo Discover Fund IV, L.P., an investment fund managed by Thoma Bravo, L.P. - Consideration: $35.00 in cash - Closing: 2024-07-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437352/000119312524173902/0001193125-24-173902-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.