This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as described below) pursuant to that certain Agreement and Plan of Merger, dated as of September 24, 2024 (the ? Merger Agreement ?), by and among Einstein Parent Inc., a Delaware corporation (? Parent ?), Einstein Merger Sub Inc., a Washington corporation and a wholly-owned subsidiary of Parent (? Merger Sub ?), and Smartsheet Inc., a Washington corporation (? Smartsheet ?). Parent and Merger Sub were formed by affiliates of investment funds managed by Blackstone Inc. (? Blackstone ?), Vista Equity Partners (? Vista ?), and a wholly-owned subsidiary of the Abu Dhabi Investment Authority (? ADIA ?, and together with Blackstone and Vista, each a ? Sponsor ?, and collectively, the ? Sponsors ?). On January 22, 2025 (the ? Effective Date ?), pursuant to the Merger Agreement, Merger Sub merged with and into Smartsheet (the ? Merger ?), with Smartsheet surviving the Merger as a wholly-owned subsidiary of Parent. On the Effective Date, each share of Smartsheet?s Class A common stock (each, a ? Smartsheet Share ?) that was issued and outstanding immediately prior to the Effective Time (other than Smartsheet Shares held by Smartsheet, Parent or Merger Sub, or shareholders who had, among other things, properly and timely exercised dissenters? rights in accordance with the Washington Business Corporation Act), automatically converted into the right to receive $56.50 in cash, without interest (the ? Merger Consideration ?). In accordance with the terms of the Merger Agreement, effective upon completion of the Merger, the following persons became directors of Smartsheet: Maneet S. Saroya, John Stalder, Martin Brand, Sanchin Bavisha (each of whom were directors of Merger Sub), Nicholas Prickel, Steven Cook and Driss Drissi-Kaitouni. Mark Mader, who was a director of Smartsheet immediately prior to the Merger, will continue to be a director of Smartsheet. The following persons, who were directors of Smartsheet immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of Smartsheet (the ?Board ?) and the committees of the Board on which they served, if any, at the Effective Time: Alissa Abdullah, Geoffrey Barker, Michael Gregoire, Matthew McIlwain, Katie Rooney, Khozema Shipchandler, Rowan Trollope, James White and Magdalena Yesil.
Effective upon completion of the Merger, the following persons became officers of Smartsheet: Maneet S. Saroya, John Stalder, Martin Brand and Sachin Bavishi. Mark Mader, Pete Godbole and Jolene Marshall, who were officers of Smartsheet immediately prior to the Merger, will continue to be officers of Smartsheet. Maxwell J. Long and Praerit Garg, who were officers of Smartsheet immediately prior to the Merger, will not continue to be officers of Smartsheet.