--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-019685" form_type: "8-K" ticker: null cik: "0001313275" company_name: "BRIGHTCOVE INC" filed_at: "2025-02-04T23:59:59+00:00" generated_at: "2026-05-27T03:20:18.468665+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Brightcove acquired by Bending Spoons for $4.45/share; stock to be delisted from Nasdaq ## Summary - Merger completed on Feb 4, 2025; shareholders receive $4.45 per share in cash. - All outstanding shares converted; options and RSUs cashed out at $4.45 per share less exercise price. - Former board (Marc DeBevoise, Diane Hessan, et al.) resigned; replaced by Francesco Patarnello, Douglas Marshall, Sarah Odrezin from Bending Spoons. - Brightcove requested delisting from Nasdaq and will file Form 15 to suspend SEC reporting. - Loan agreement with Silicon Valley Bank terminated; all outstanding obligations paid off. ## SEC filing metadata - accession: 0001193125-25-019685 - form_type: 8-K - cik: 0001313275 - company_name: BRIGHTCOVE INC - filed_at: 2025-02-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/d925360d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-019685 - JSON: https://secwatch.observer/filing/0001193125-25-019685.json - Plain text: https://secwatch.observer/filing/0001193125-25-019685.txt ## Key facts - Executive change Francesco Patarnello was appointed as Director at BRIGHTCOVE INC. - Action: appointed - Role: Director source text: Francesco Patarnello, Douglas Marshall and Sarah Odrezin, became the directors of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Douglas Marshall was appointed as Director at BRIGHTCOVE INC. - Action: appointed - Role: Director source text: Francesco Patarnello, Douglas Marshall and Sarah Odrezin, became the directors of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Sarah Odrezin was appointed as Director at BRIGHTCOVE INC. - Action: appointed - Role: Director source text: Francesco Patarnello, Douglas Marshall and Sarah Odrezin, became the directors of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Diane Hessan resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Gary Haroian resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Scott Kurnit resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Tsedal Neeley resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Marc DeBevoise resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Thomas E. Wheeler resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Executive change Kristin Frank resigned as Director at BRIGHTCOVE INC. - Action: resigned - Role: Director source text: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Governance Changes BRIGHTCOVE INC: Certificate of incorporation amended and restated in connection with merger. - Change: charter amendment source text: the Company’s certificate of incorporation and by-laws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - Governance Changes BRIGHTCOVE INC: By-laws amended and restated in connection with merger. - Change: bylaw amendment source text: the Company’s certificate of incorporation and by-laws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm - M&A Transactions BRIGHTCOVE INC underwent a change of control involving Bending Spoons US Inc. for $4.45 in cash per share of Brightcove common stock; aggregate consideration includes cash payments for outstanding options and RSU awards (closed 2025-02-04). - Action: change of control - Counterparty: Bending Spoons US Inc. - Consideration: $4.45 in cash per share of Brightcove common stock; aggregate consideration includes cash payments for outstanding options and RSU awards - Closing: 2025-02-04 source text: rights of appraisal under Section 262 of the Delaware General Corporation Law (the “Appraisal Shares”)) was automatically canceled and converted into the right to receive $4.45 in cash, without interest (the “Merger Consideration”), (b) each share of Company Common Stock held in the treasury of the Company and any shares of Company Common Stock owned by evidence_url: https://www.sec.gov/Archives/edgar/data/1313275/000119312525019685/0001193125-25-019685-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.