Sec Form 4 Filing - Di Leo John P. @ EVERBRIDGE, INC. - 2024-07-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Di Leo John P. 2. Issuer Name and Ticker or Trading Symbol EVERBRIDGE, INC. [ EVBG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) C/O EVERBRIDGE, INC., 25 CORPORATE DRIVE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2024 (Street) BURLINGTON, MA01803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/02/2024 D( 1 ) 24,689 D $ 35 ( 2 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 3 ) 07/02/2024 D( 1 ) 68,750 ( 4 ) ( 4 ) Common Stock 68,750 ( 5 ) 0 D Performance Stock Unit ( 6 ) 07/02/2024 D( 1 ) 100,000 ( 7 ) ( 7 ) Common Stock 100,000 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Di Leo John P. C/O EVERBRIDGE, INC. 25 CORPORATE DRIVE, 4TH FLOOR BURLINGTON, MA01803 Chief Revenue Officer Signatures /s/ Noah F. Webster, Attorney-in-Fact 07/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 2, 2024, Project Emerson Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 29, 2024 (the "Merger Agreement"), by andamong the Issuer, Everbridge Holdings, LLC (formerly known as Project Emerson Parent, LLC) ("Parent"), and Merger Sub, which amends and restates that certain Agreement and Plan of Merger, dated as of February 4, 2024, by and among the Issuer, Parent and Merger Sub. ( 2 )At the effective time of the Merger (the "Effective Time"), each outstanding share of common stock was cancelled and converted into the right to receive a cash payment per share of $35.00, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). ( 3 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock. ( 4 )On July 27, 2022, the reporting person was granted restricted stock units (RSUs) which vested as to 25% on December 31, 2022 and the remaining 75% of the RSUs vested or will vest in equal installments over twelve calendar quarters, with the first such installment vesting on October 31, 2023. ( 5 )At the Effective Time, each unvested RSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock subject to such unvested RSU, without interest, subject to the terms and conditions of the MergerAgreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested RSUs were subject to immediately prior to the Effective Time. ( 6 )Each performance-based restricted stock units ("PSU") represents the contingent right to receive one share of the Issuer's common stock. ( 7 )Upon the filing of Issuer's Form 10-Q for the quarter ended June 30, 2024, up to 75% of the PSUs will become eligible to vest based on the compound annual growth rate (CAGR) achieved during the eight fiscal quarters ending December 31, 2023. Upon the filing of theIssuer's Form 10-Q for the quarter ended June 30, 2025, up to an additional 75% of the PSUs will become eligible to vest based on the CAGR achieved during the twelve fiscal quarters ending December 31, 2024. ( 8 )At the Effective Time, each unvested PSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock that such unvested PSU would settle for at target achievement of the applicable performance metrics,without interest, subject to the terms and conditions of the Merger Agreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested PSUs were subject to immediately prior to the Effective Time, as modified in the Merger Agreement.

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