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What changed in Eventbrite, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Eventbrite, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+333 added−310 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-27)

Top changes in Eventbrite, Inc.'s 2024 10-K

333 paragraphs added · 310 removed · 251 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCompetition for Consumers We believe that our competitors for consumers fall into three broad groups: (1) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms; (2) localized search platforms that pinpoint specific types of events in target geographical regions such as Tripadvisor, Viator and Airbnb Experiences; and (3) personal blogs and articles for activity recommendations that can be discovered via search engines such as Google or through community-interest engines such as Reddit.
Biggest changeCompetition for Consumers We believe that our competitors for consumers fall into four broad groups: (1) other ticketing providers; (2) search engines, namely Google, that aggregate consumer demand and search volume for things to do; (3) localized search platforms that pinpoint specific types of events in target geographical regions; and (4) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms.
We offer a self-service approach that drives our business model and go-to-market strategy and we efficiently serve a large and broad creator base with minimal training, support, or professional services.
We offer a self-service approach that drives our business model and go-to-market strategy, as we efficiently serve a large and broad creator base with minimal training, support, or professional services.
See Part I, Item 1A, Risk Factors - “If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.” 3 Table of Contents Government Regulations We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business.
See Part I, Item 1A, Risk Factors - “If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.” Government Regulations We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business.
Our Technology Our marketplace operates on a global scale and our technology platform is designed to perform consistently, securely, efficiently and reliably at high volume. Our platform must support transaction quantities associated with high-demand events and peak ‘on-sale’ transaction volumes, handling millions of events each year.
Our Technology Our marketplace operates on a global scale and our technology platform is designed to perform consistently, securely, efficiently and reliably at high volume. Our platform must support transaction quantities generated by high-demand events and peak ‘on-sale’ transaction volumes, handling millions of events each year.
To strengthen our platform infrastructure, we continue to shift from a monolithic architecture to a more scalable one based on microservices. We believe the microservices infrastructure we are delivering will improve our innovation velocity and our platform's overall scalability and availability.
To strengthen our platform infrastructure, we continue to shift from a monolithic architecture to a more scalable microservices architecture. We believe the microservices infrastructure we are implementing will improve our innovation velocity and our platform's overall scalability and availability.
In 2023, Eventbrite creators hosted over 5 million free and paid events, issuing over 300 million tickets on our global marketplace which resulted in over $3.5 billion dollars in gross ticket sales for the year.
In 2024, Eventbrite creators hosted nearly 5 million free and paid events, issuing 270 million tickets on our global marketplace which resulted in over $3.2 billion dollars in gross ticket sales for the year.
Competition for Creators We believe that our competitors for creators fall into three broad groups: (1) creator-developed ad hoc systems; (2) event marketplaces with planning solutions, which are typically dedicated to a particular category of events in a limited number of geographies; and (3) ticketing providers, who are usually far smaller in consumer scale and have more limited technology and feature functionality.
Competition for Creators We believe that our competitors for creators fall into three broad groups: (1) other ticketing providers; (2) creator-developed ad hoc systems; and (3) event marketplaces with planning solutions, which are typically dedicated to a particular category of events in a limited number of geographies.
As a meaningful source of audience growth for many creators, we believe that further enhancing the consumer appeal and scale of our marketplace will help us drive more demand and ticket sales on behalf of creators. In 2023, we invested in tools that deliver on our commitment to improve reliability and usability for creators.
As a meaningful source of audience growth for many creators, we believe that further enhancing the consumer appeal and scale of our marketplace will help us drive more demand and ticket sales on behalf of creators.
As more creators and consumers view Eventbrite as a trusted marketplace for live events, the Company believes it can drive more ticket sales and enhance its market position.
As more creators and consumers view Eventbrite as a trusted marketplace for live events, we believe we can drive more ticket sales and enhance our market position.
Our Strategy As a global live events marketplace, we seek to provide consumers with a breadth of relevant, local live events and to enable creators to host successful events that draw upon access to Eventbrite’s consumers worldwide.
Our Strategy As a global live events marketplace, we seek to provide consumers with a breadth of relevant, local live events and to enable creators to host successful events that draw upon access to Eventbrite’s consumers worldwide. We are committed to making strategic and disciplined investments that align with our long-term growth objectives and sustain our financial health.
In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation.
Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation.
We operate in a competitive landscape that provides consumers and creators with many channels to promote or engage with live experiences.
Competition The landscape of event marketplace and planning solutions is impacted by shifting needs, advancing technology, and consumer trends. We operate in a competitive landscape that provides consumers and creators with many channels to promote or engage with live experiences.
We seek to understand our consumers’ live event desires and preferences, in aggregate and on a personal level, in order to anticipate and inspire their future live event experiences.
Delivering superior search and discovery: We are focused on delivering a superior search and discovery experience for consumers that recommends the right events at the right time. We seek to understand our consumers’ live event interests and preferences, in aggregate and on a personal level, in order to anticipate and inspire their future live event experiences.
In addition to our compensation programs, we focus on promoting the total wellness of our people through resources, services and programs that support the physical, mental, and financial health of our Britelings and their families.
Beyond compensation, we prioritize the total wellness of our people, providing resources and programs that support their physical, mental, and financial well-being.
Consumer Experiences We aspire to be the trusted choice for event discovery by helping consumers find new experiences and connect them with others who share their passions. When consumers come to Eventbrite, we are committed to delivering an engaging experience that feels personalized to their interests and location.
Our Marketplace We leverage technology and the Eventbrite brand to engage audiences and connect them in ways that help maximize business opportunities for event creators and satisfy consumer demands. Consumer Experiences We aspire to be the trusted choice for event discovery by helping consumers find new experiences and connect them with others who share their passions.
C ompensation and Benefits Program Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to drive our business objectives, help achieve our strategic goals and create long-term value for our stockholders. We provide employees with compensation packages that include base salary, cash bonuses, and long-term incentives in the form of stock.
C ompensation and Benefits Program Our compensation program is designed to attract and reward top talent who possess the skills to drive our business forward, achieve strategic goals, and create long-term value for our shareholders.
We seek to create a special culture in which our employees, whom we refer to as Britelings, are motivated by helping people get together to explore their interests and pursue new passions. To fulfill our mission to become the leading live events marketplace, it is important that we attract, engage and retain talented employees.
Human Capital Eventbrite is committed to bringing the world together through live experiences, and we think about working at Eventbrite as the ultimate live experience. We seek to create an engaged culture in which our employees, whom we refer to as Britelings, are motivated by helping people get together to explore their interests and pursue new passions.
As we continue to evolve our platform technology, we are focused on investments in machine-learning approaches to search and discovery, fraud protection and generative AI to reduce creator effort in the event creation process. Human Capital Eventbrite is committed to bringing the world together through live experiences, and we think about working at Eventbrite as the ultimate live experience.
As we continue to evolve our platform technology, we are focused on investments in fraud protection, machine-learning to improve search and discovery, and artificial intelligence to reduce creator effort in the event creation process. Trust and Safety The trustworthiness of our platform is a key component in the success and longevity of our marketplace.
We plan to use a combination of artificial intelligence, machine learning, and human curation to further personalize the search experience and enable consumers to more easily browse, filter, and discover events that are relevant to their interests.
We continue to invest in the discovery experience to enable consumers to more easily browse, filter, and find events that are relevant to their interests and amplify the human connection through social networks.
We strive to offer competitive compensation and a benefits program tailored to our employees' needs across our global locations. We also work to foster a diverse workforce and inclusive culture. As of December 31, 2023, we had a total of 866 full-time employees, of which 433 were in the United States and 433 were outside the United States.
As of December 31, 2024, we had a total of 748 full-time employees, of which 356 were in the United States and 392 were outside the United States.
We seek to inspire trust along the consumer journey by providing personalized event recommendations, enhancements to customer support, and protection from fraudulent events. We will continue to inspire trust along the creator journey by providing a premier product experience, driving demand to their events, and offering reliable and timely payout options.
For consumers, we seek to inspire confidence and delight throughout their journey by offering thoughtful event recommendations, showcasing events their friends are attending, enhancing customer support, and protecting against fraudulent events. For creators, we seek to build trust by delivering a best-in-class product experience, driving demand to their events, and ensuring reliable and timely payouts.
We offer a wide range of benefits, such as comprehensive health insurance, access to certified coaches and therapists, paid time off, paid parental leave, retirement plans and other support.
Our benefits include comprehensive health insurance, access to certified coaches and therapists, paid time off, parental leave, retirement plans, and additional wellness perks like allowances and our BriteBreak program, a monthly designated global time off one day per month, to enhance productivity and prevent burnout.
We believe that brand trust in our market arises from providing access to relevant and highly popular live experiences, creating a ticket purchasing experience that is regarded as efficient and safe, and engaging with creators and consumers in manners that inspire continued affiliation with Eventbrite.
We believe that brand trust and affinity arise from providing seamless access to relevant live experiences, creating an intuitive and safe ticketing experience, and fostering deep relationships with both creators and consumers. By doing so, we aim to reinforce that Eventbrite is the best place to discover, host, and attend events.
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Our strategy to build an indispensable marketplace for live events is centered around our key strengths: Strengthening our trusted brand: We will continue to focus on being a valued and trustworthy two-sided marketplace for creators and consumers.
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Our strategy to build an indispensable marketplace for live events is centered around: Strengthening our trusted brand: We are deeply committed to building and strengthening Eventbrite as a powerful, mission-driven brand that not only inspires trust, but also brings people together through live experiences and the communities they create.
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We will also continue to amplify the voices and advance the interests of event creators and consumers with policymakers. Delivering superior search and discovery: We are focused on delivering a superior live events search and discovery experience for consumers that provides the right events at the right time, inspiring further sales and consumer satisfaction.
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Our brand is not just about trust and reliability, it’s about the joy, connection, and shared moments that define great events. To achieve this, we are integrating our brand across product, sales, and marketing to ensure every touchpoint reinforces our mission.
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Expanding geographic reach and breadth of events catalog: We intend to attract new consumers and creators to the Eventbrite marketplace, while also engaging our existing community in new ways. We seek to provide relevant and appealing experiences for our consumers by leaning into localized and relevant event discovery.
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Creator acquisition and growth of our ticketing business: We are dedicated to reigniting growth within our core ticketing business. To achieve this, we are implementing a multifaceted strategy encompassing product innovation, targeted marketing, enhanced sales efforts, and superior service delivery.
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We also plan to invest in the growth of highly-popular event offerings, events hosted in highly populated metropolitan areas, as well as expanding our events catalog to new cities and countries. Our Marketplace We leverage technology and the Eventbrite brand to engage audiences and connect them in ways that help maximize business opportunities for event creators and satisfy consumer demands.
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A significant milestone in our strategy was the reintroduction of our expanded free tier in the third quarter of 2024, allowing all creators to publish unlimited events of any size without incurring upfront fees. We believe that this return to our former model will attract and retain creators, engage consumers, and ultimately increase ticket volume.
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We believe that initiatives such as improving our machine learning-based personalization models, enabling consumer vitality, and refreshing the mobile application experience, including increased express payment options, will continue to position Eventbrite as the leading consumer destination for live events.
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In addition to being a leading ticketing platform for our creators, we also provide powerful advertising tools and marketing solutions designed to drive demand for their events. By leveraging these strategic initiatives, we aim to create a robust and sustainable path for our ticketing business, ensuring long-term value creation for our stakeholders.
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In 2023, we strengthened our consumer presence and elevated the appeal of our marketplace for consumers seeking niche live events and experiences. We invested to create a richer browsing experience by introducing videos, enhanced imagery, and updated design for event listings that make events more attractive to the highest-intent consumers.
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When consumers come to Eventbrite, we are committed to delivering an engaging experience that feels relevant to their interests and location.
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We debuted multiple search and discovery channels that better match consumer preferences, such as curated lists of top events by metro areas, which we 1 Table of Contents believe influence purchase behavior and increase favorable perception of our brand.
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We believe that enhancing the mobile application experience, showcasing region-specific inventory, and increasing visibility in the channels where our target audiences engage will continue to position Eventbrite as a leading consumer destination for live events. 1 Table of Contents In 2024, we invested in our consumer presence by refreshing the mobile application experience, with implementation starting in early 2025, making improvements to event registration, and providing a streamlined purchase experience.
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We also repositioned our consumer brand through new collaborations with leading content partners and with social media influencers on Instagram and TikTok.
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Our investments in the mobile application experience are designed to improve the consumer experience. We invested in improving the machine learning models driving our search and discovery experiences, where we seek to deliver relevant local and personalized collections of events as consumers search and browse for things to do.
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With the launch of our new pricing and packaging plans beginning in June 2023, we expanded creators’ access to a comprehensive suite of event marketing tools which, in addition to Eventbrite Ads, helps creators drive audience growth. We enable creators to market events on third-party social media websites through our ad generation tools, and on Eventbrite-owned platforms via Eventbrite Ads.
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By prioritizing content, personalization, and convenience on the mobile application, we seek to captivate consumers and build long-term loyalty in our marketplace.
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We also continue to deploy generative artificial intelligence across our creator products with features such as auto-completion during event creation, content generation for social media advertisements, and copywriting for email marketing campaigns. These products and investments are expected to strengthen the ease of use, marketing performance and overall demand generation value proposition of our marketplace.
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In 2024, we further invested in the creator experience with our expanded free tier, powerful marketing and advertising tools, and new functionalities that better serve creators. In the third quarter of 2024, we reintroduced our expanded free tier, returning to a model that enables creators to publish their events at no cost on the Eventbrite marketplace.
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We believe that a competitive compensation program with both short-term and long-term award opportunities, tied to the achievement of meaningful performance metrics, allows us to align employees with our stockholders' interests.
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We will continue to provide creators with powerful marketing and advertising tools that utilize our events marketplace to help build anticipation before events, drive ticket sales, and engage audiences for future events. In 2024, we introduced Timed Entry and Instant Payout functionalities to better serve our creators.
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We further support Britelings' wellness through our BriteBreak program, which was established in 2020 to increase productivity, mitigate burnout, and drive increased engagement and retention with designated global time off one day per month.
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Timed Entry provides creators with greater control over how they manage the flow of attendees across multiple same-day time slots and simplifies the end-to-end experience for ticketing these types of events.
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With the change from a primarily in-office to a primarily remote workforce, we have enhanced our benefit offerings to include home office stipends and have built more virtual, rather than in-office, engagement programs.
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Instant Payouts enables qualified creators to withdraw ticket sales proceeds on demand directly from the user dashboard, giving creators faster and more flexible access to funds they often need in order to produce their events. These products and investments are expected to strengthen the ease of use, performance and overall value proposition of our marketplace.
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We aim to create a highly coordinated working culture, and as such, will continue to promote ways to keep employees highly engaged and connected, as well as curating employee collaboration sessions either in the office or at off-site locations. 2 Table of Contents Diversity, Equity and Inclusion We believe progress as a society and as a company comes from proactively fostering diversity, equity and inclusion with tangible, evidence-based practices that we believe are key to attracting and retaining top talent.
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We aim to provide event creators with a clear understanding of the requirements and guidelines for listing their events on Eventbrite. We are dedicated to making it easy for any user to report potential violations of our policies and we have expanded our proactive moderation capabilities.
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We are committed to hiring and retaining a diverse team through initiatives that ensure we consider a diverse slate of candidates for all mid-level and higher positions. We are committed to creating an inclusive and equitable environment where all of our employees can do their best work.
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The unique nature of our self service model necessitates human involvement in content moderation, which we combine with the power of machine learning technology. Our teams regularly evaluate content on our marketplace to determine whether such content violates our terms of service, including our Community Guidelines.
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We are committed to fair pay practices and conduct audits to ensure pay equality, as well as practice pay transparency both internally and externally. We are also focused on supporting Britelings across the full employee lifecycle and have implemented programs and practices designed to promote inclusion and diversity, employee engagement, and employee wellness.
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To fulfill our mission to become the leading live events marketplace, it is important that we attract, engage and retain talented employees. We strive to offer competitive compensation and a benefits program tailored to our employees' needs across our global locations.
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For example, to foster an increased sense of inclusion at Eventbrite, we are committed to hosting ongoing workshops, conversations, exercises and training to explore how we can create change in our roles to foster more diversity, equity, and inclusion.
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We offer competitive compensation packages 2 Table of Contents that include base salary and variable pay, such as annual cash bonuses and/or long-term incentives, tailored to each role and level. We believe that a well-structured compensation program, balancing short-term and long-term incentives tied to meaningful performance metrics, aligns employee success with shareholder interests.
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We also support employee “BriteBelonging” groups, an important component of our culture, which help to build an inclusive culture through company events and education, networking and mentorship opportunities, participation in our recruitment efforts, and input into our hiring strategies. Further, we are using our platform and marketing channels to celebrate the diversity of our event creators and their communities.
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As we have transitioned to a primarily remote workforce, we have expanded our benefits to include home office stipends and virtual engagement programs. We remain committed to fostering a highly collaborative and connected culture through both virtual and in-person employee experiences, ensuring our people stay engaged and supported no matter where they work.
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To strengthen the communities we work and live in, we advocated for national policies that promote diversity, equity, inclusion, and civic engagement. Competition The landscape of event marketplace and planning solutions is highly fragmented and is impacted by shifting needs, advancing technology, and consumer trends.
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In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in 3 Table of Contents which we operate.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor consumers, we face competition from: (i) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms; (ii) localized search platforms that pinpoint specific types of events in target geographical regions such as Tripadvisor, Viator and Airbnb Experiences; and (iii) personal blogs and articles for activity recommendations that can be discovered via search engines such as Google or through community-interest engines such as Reddit.
Biggest changeFor 19 Table of Contents consumers, we face competition from a number of media, including but not limited to: (i) other ticketing providers; (ii) search engines, namely Google, that aggregate consumer demand and search volume for things to do; (iii) localized search platforms that pinpoint specific types of events in target geographical regions; and (iv) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms.
If an actual or perceived breach of our security or other cybersecurity incident occurs, the market perception of the effectiveness of our cybersecurity risk management program and measures could be harmed, we could lose existing or future creators and consumers, face lawsuits (including class actions), regulatory investigations and enforcement actions, other legal or regulatory proceedings, damage to our reputation, suffer financial exposure due to such events or in connection with regulatory fines and penalties, incident response, remediation or system restoration efforts, investigation costs, changes or augmentation of our security measures, the expense of taking additional protection measures and future compliance costs.
If an actual or perceived breach of our security or other cybersecurity incident occurs, the market perception of the effectiveness of our cybersecurity risk management program and measures could be harmed, and we could lose existing or future creators and consumers, face lawsuits (including class actions), regulatory investigations and enforcement actions, other legal or regulatory proceedings, damage to our reputation, suffer financial exposure due to such events or in connection with regulatory fines and penalties, incident response, remediation or system restoration efforts, investigation costs, changes or augmentation of our security measures, the expense of taking additional protection measures and future compliance costs.
In addition, we and/or certain of our subsidiaries may be, subject to the requirements of the European Union’s Corporate Sustainability Reporting Directive (and its implementing laws, standards and regulations as well as other related European Union directives and regulations), which will require additional disclosures across ESG topics, such as climate change, biodiversity, pollution, resource use, human capital management and supply chain labor standards, among other topics.
In addition, we and/or certain of our subsidiaries may be subject to the requirements of the European Union’s Corporate Sustainability Reporting Directive (and its implementing laws, standards and regulations as well as other related European Union directives and regulations), which will require additional disclosures across topics, such as climate change, biodiversity, pollution, resource use, human capital management and supply chain labor standards, among other topics.
Financial and operational risks related to acquisitions, investments and significant commercial arrangements that may have an impact on our business include: • use of cash resources and the incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of our cash, including for retirement of outstanding indebtedness and any future stock repurchases or dividend payments; • difficulties and expenses in assimilating the operations, products, data, technology, privacy, data protection systems and information security systems, information systems or personnel of the acquired company; • failure of the acquired company to achieve anticipated benefits, revenue, earnings or cash flows or our failure to retain key employees from an acquired company; • the assumption of known and unknown risks, debt and liabilities of the acquired company, deficiencies in systems or internal controls and costs associated with litigation or other claims arising in connection with the acquired company; • potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships, developed technology or intellectual property, are later determined to be impaired and written down in value; • failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies; • adverse market reaction to acquisitions; • failure to consummate such transactions; and • other expected and unexpected risks with pursuing acquisitions, including, but not limited to, litigation or regulatory exposure, unfavorable accounting treatment, increases in taxes due, a loss of anticipated tax benefits, costs or delays to obtain governmental approvals, diversion of management’s attention or other resources from our existing business and other adverse effects on our business, financial condition and results of operations.
Financial and operational risks related to acquisitions, investments and significant commercial arrangements that may have an impact on our business include: • use of cash resources and the incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of our cash, including for retirement of outstanding indebtedness and any future stock repurchases or dividend payments; 20 Table of Contents • difficulties and expenses in assimilating the operations, products, data, technology, privacy, data protection systems and information security systems, information systems or personnel of the acquired company; • failure of the acquired company to achieve anticipated benefits, revenue, earnings or cash flows or our failure to retain key employees from an acquired company; • the assumption of known and unknown risks, debt and liabilities of the acquired company, deficiencies in systems or internal controls and costs associated with litigation or other claims arising in connection with the acquired company; • potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships, developed technology or intellectual property, are later determined to be impaired and written down in value; • failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies; • adverse market reaction to acquisitions; • failure to consummate such transactions; and • other expected and unexpected risks with pursuing acquisitions, including, but not limited to, litigation or regulatory exposure, unfavorable accounting treatment, increases in taxes due, a loss of anticipated tax benefits, costs or delays to obtain governmental approvals, diversion of management’s attention or other resources from our existing business and other adverse effects on our business, financial condition and results of operations.
It is possible that incidents of account takeover fraud could increase in the future. The misuse of our products or services for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us.
It is possible that such incidents of account takeover fraud could increase in the future. The misuse of our products or services for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us.
From time to time, third parties, including our competitors and non-practicing entities, have claimed and may in the future claim that our products or technologies may infringe their intellectual property rights and may assert patent, copyright, trade secret and other claims based on intellectual property rights against us and our creators and vendors.
From time to time, third parties, including our competitors and non-practicing entities, have claimed and may in the future claim that our products or technologies may infringe or misappropriate their intellectual property rights and may assert patent, copyright, trade secret and other claims based on intellectual property rights against us and our creators and vendors.
Further, if our employees or employees of our third-party service providers fail to comply with our internal security policies and practices, or fully implement our cybersecurity risk management program, our information systems and creator, consumer, employee and other confidential information stored thereon may be improperly accessed, used or disclosed.
Further, if our employees or employees of our third-party service providers fail to comply with our internal security policies and practices, or fully implement our cybersecurity risk management program, our information systems and creator, consumer, employee and other confidential information stored thereon may be improperly accessed, used, disclosed or processed.
The market price of our Class A common stock has in the past, and may in the future, fluctuate significantly in response to numerous factors, many of which are beyond our control, including, but not limited to: • overall performance of the equity markets and/or publicly listed technology companies; • actual or anticipated fluctuations in our net revenue or other operating metrics; 32 Table of Contents • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • lawsuits threatened or filed against us; • recruitment or departure of key personnel; and • other events or factors, including those resulting from war, public health concerns and epidemics, incidents of terrorism or responses to these events.
The market price of our Class A common stock has in the past, and may in the future, fluctuate significantly in response to numerous factors, many of which are beyond our control, including, but not limited to: • overall performance of the equity markets and/or publicly listed technology companies; • actual or anticipated fluctuations in our net revenue or other operating metrics; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • lawsuits threatened or filed against us; • recruitment or departure of key personnel; and • other events or factors, including those resulting from war, public health concerns and epidemics, incidents of terrorism or responses to these events.
Any significant system interruption or delays could damage our reputation, result in a potential loss of creators and adversely impact our business. Our ability to attract and retain creators depends on the reliable performance of our technology, including our websites, applications, information and related systems.
Any significant system interruption, outages or delays could damage our reputation, result in a potential loss of creators and adversely impact our business. Our ability to attract and retain creators depends on the reliable performance of our technology, including our websites, applications, information and related systems.
In either case, we would be required to either redesign our platform to function with software or services available from other parties or develop these components ourselves, which would result in increased costs and could result in delays in the release of new solutions and services on our platform.
In either case, we could be required to either redesign our platform to function with software or services available from other parties or develop these components ourselves, which could result in increased costs and could result in delays in the release of new solutions and services on our platform.
Some creators rely on our third-party distribution partners, such as Meta and Bandsintown, to connect with and attract consumers and we depend on this network of distribution partners to reach consumers. Our platform enables the sale and distribution of event tickets through select third-party platforms, such as Meta and Bandsintown.
Some creators rely on our third-party distribution partners, such as Meta, Bandsintown and TikTok to connect with and attract consumers and we depend on this network of distribution partners to reach consumers. Our platform enables the sale and distribution of event tickets through select third-party platforms, such as Meta, Bandsintown and TikTok.
We have in the past experienced breaches of our security measures, and our platform and systems are at risk for future breaches and incidents as a result of third-party action or employee, service provider, partner or contractor error or malfeasance.
We have in the past experienced breaches of our security measures, and our platform and systems are at risk for future breaches and incidents, including as a result of third-party action or employee, service provider, partner or contractor error or malfeasance.
Although the material weakness has been remediated as of December 31, 2023, if we identify additional control deficiencies that individually or in the aggregate constitute one or more material weaknesses or we otherwise fail to maintain effective disclosure controls and procedures or internal control over financial reporting in the future, our ability to accurately record, process, and report financial information and consequently, our ability to prepare 29 Table of Contents financial statements within required time periods, could be adversely affected, which may negatively impact the confidence level of our stockholders and other market participants as well as our ability to remain listed on the New York Stock Exchange (NYSE).
Although the material weakness has been remediated as of December 31, 2023, if we identify additional control deficiencies that individually or in the aggregate constitute one or more material weaknesses or we otherwise fail to maintain effective disclosure controls and procedures or internal control over financial reporting in the future, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within required time periods, could be adversely affected, which may negatively impact the confidence level of our stockholders and other market participants as well as our ability to remain listed on the New York Stock Exchange (NYSE).
Any failure or perceived failure by us and/or various third-party service providers and partners with which we do business to comply with or take steps to address such laws and other requirements relating to privacy, data security or the processing of personal data, or any cybersecurity incident, could damage our reputation, lead to an erosion of trust, result in a loss of creators or consumers, inhibit sales, discourage potential creators and consumers from trying our platform, result in fines, lawsuits (including class actions) and other claims and penalties, or require us to fundamentally change our business activities and practices or modify our products, any of which could harm our business, financial condition and results of operations.
Any failure or perceived failure by us and/or various third-party service providers and partners with which we do business to comply with or take steps to address such laws and other requirements relating to privacy, data security or the processing of personal data, or any cybersecurity incident, could damage our reputation, 15 Table of Contents lead to an erosion of trust, result in a loss of creators or consumers, inhibit sales, discourage potential creators and consumers from trying our platform, result in fines, lawsuits (including class actions) and other claims and penalties, or require us to fundamentally change our business activities and practices or modify our products, any of which could harm our business, financial condition and results of operations.
In general, under Section 382 of the Internal Revenue Code of 1986, as amended (Code), a corporation that undergoes an “ownership change” (generally, a greater than 50 percentage point change in our equity ownership by certain stockholders or groups of stockholders) is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”) to offset future taxable income.
In general, under Section 382 of the Internal Revenue Code of 1986, as amended (Code), a corporation that undergoes an “ownership change” (generally, a greater than 50 percentage point change in our equity ownership by certain stockholders or groups of stockholders) is subject to limitations on its ability to utilize its pre-change net operating losses (NOLs) to offset future taxable income.
Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and results of operations. 35 Table of Contents Item 1B. Unresolved Staff Comments None.
Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and results of operations. 36 Table of Contents Item 1B. Unresolved Staff Comments None.
Other changes in laws, regulations and other requirements associated with the enhanced protection of certain types of personal data, such as consumer health data or other sensitive information, could greatly increase the cost and complexity of providing our products and services, require significant changes to our operations or even prevent us from offering certain services in jurisdictions in which we operate.
Other changes in laws, regulations and other requirements associated with the enhanced protection of certain types of personal data, such as data relating to minors, consumer health data or other sensitive information, could greatly increase the cost and complexity of providing our products and services, require significant changes to our operations or even prevent us from offering certain services in jurisdictions in which we operate.
Furthermore, the Federal Trade Commission (FTC) and many state regulators continue to enforce a variety of data privacy and security issues, such as promises made in privacy policies or failures to take appropriate steps to keep personal information secure, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.
Furthermore, the Federal Trade Commission (FTC) and many state regulators continue to enforce a variety of data privacy and security issues, such as promises made in privacy policies, failures to take appropriate steps to keep personal information secure, or unfair processing of sensitive personal information, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.
A successful cyber attack or cybersecurity incident could occur and persist for an extended period of time before being detected. As we continue to grow our business, expand to new geographical locations, and gain greater public visibility, we may continue to face a higher risk of being targeted by cyber attacks.
A successful cyber attack or cybersecurity incident could occur and persist for an extended period of time before being detected. As we continue to grow our business, expand to new geographical locations, and gain greater public visibility, we will continue to face a higher risk of being targeted by cyber attacks.
Our transition to a remote-first work environment also presents significant challenges to maintaining compliance with country and state requirements such as employee income tax withholding, the recording of reserves to cover withholding corrections or penalties, remittance and reporting, payroll registration and workers’ compensation insurance.
Our remote-first work environment also presents significant challenges to maintaining compliance with country and state requirements such as employee income tax withholding, the recording of reserves to cover withholding corrections or penalties, remittance and reporting, payroll registration and workers’ compensation insurance.
The interpretation and application of many privacy, data protection, consumer protection and e-marketing laws are, and will likely remain, uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features.
The interpretation and application of many privacy, data protection, consumer protection and e-marketing laws are, and will likely remain, uncertain, and these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features.
Our inability to license such technology on commercially reasonable terms could adversely affect our ability to compete, and harm our business, financial condition and results of operations. We use open source software in our platform, which could subject us to litigation or other actions.
Our inability to license such technology on commercially reasonable terms could adversely affect our ability to compete, and harm our business, financial condition and results of operations. We use third-party open source software in our platform, which could subject us to litigation or other actions.
For example, we have experienced in the past, and could experience in the future, credential stuffing attacks in which malicious third parties used or attempted to use credentials compromised in data breaches suffered by other companies to access accounts on our platform.
We have experienced in the past, and could experience in the future, credential stuffing attacks in which malicious third parties used or attempted to use credentials compromised in data breaches suffered by other companies to access accounts on our platform.
In addition, fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, natural disasters and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
In addition, fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, natural disasters, severe weather and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
As regulatory guidance and the enforcement landscape develops, we could suffer additional costs, complaints and/or regulatory investigations or fines, or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or 14 Table of Contents segregation of our relevant systems and operations, and could adversely affect our business, financial condition and results of operations.
As regulatory guidance and the enforcement landscape develops, we could suffer additional costs, complaints and/or regulatory investigations or fines, or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our business, financial condition and results of operations.
Although it is difficult to determine what harm may directly result from any specific interruption or incident, any actual or perceived failure to maintain performance, reliability, security and availability of our network infrastructure, or of any third-party networks or systems used or supplied by our third-party service providers or partners, to the satisfaction of creators and consumers may harm our reputation and our ability to retain existing creators and consumers and attract new creators and consumers.
Although it is difficult to determine what harm may directly result from any specific interruption or incident, any actual or perceived failure to maintain performance, reliability, security and availability of our network infrastructure, or of any third- 17 Table of Contents party networks or systems used or supplied by our third-party service providers or partners, to the satisfaction of creators and consumers may harm our reputation and our ability to retain existing creators and consumers and attract new creators and consumers.
Our international operations and results are subject to a number of risks, including: • difficulties in attracting and retaining new creators and a catalog of highly-popular events in the geographies we target to grow our marketplace; • preferences by local populations for local providers; • currency exchange restrictions or costs and exchange rate fluctuations and the risks and costs inherent in hedging such exposures; • difficulties in managing and staffing international operations, including due to our primarily remote workforce, differences in employment laws, regulations and employee norms and collective bargaining processes; • new and modified laws and regulations regarding data privacy, data protection, ticketing and information security; • exposure to local economic or political instability, threatened or actual acts of terrorism and violence and changes in the rights of individuals to assemble, including challenges attracting and retaining talent in Argentina as a result of hyperinflation; • compliance with U.S. and non-U.S. regulations, laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety and advertising and promotions; • compliance with additional U.S. laws applicable to U.S. companies operating internationally and interpretations of U.S. and international tax laws; • weaker enforcement of our contractual and intellectual property rights; • laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses; • slower adoption of the Internet as a ticketing, advertising and commerce medium, which could limit our ability to migrate international operations to our existing systems; and • exposure to regional or global public health concerns, epidemics and pandemics.
Our international operations and results are subject to a number of risks, including: • difficulties in attracting and retaining new creators and a catalog of locally relevant, high-quality events in the geographies we target to grow our marketplace; • preferences by local populations for local providers; • currency exchange restrictions or costs and exchange rate fluctuations and the risks and costs inherent in hedging such exposures; • difficulties in managing and staffing international operations, including due to our primarily remote workforce, differences in employment laws, regulations and employee norms and collective bargaining processes; • new and modified laws and regulations regarding data privacy, data protection, ticketing and information security; • exposure to local economic or political instability, threatened or actual acts of terrorism and violence and changes in the rights of individuals to assemble, including challenges attracting and retaining talent in Argentina as a result of hyperinflation; • compliance with U.S. and non-U.S. regulations, laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety and advertising and promotions; • compliance with additional U.S. laws applicable to U.S. companies operating internationally and interpretations of U.S. and international tax laws; 21 Table of Contents • weaker enforcement of our contractual and intellectual property rights; • laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses; • slower adoption of the Internet as a ticketing, advertising and commerce medium, which could limit our ability to migrate international operations to our existing systems; and • exposure to regional or global public health concerns, epidemics and pandemics.
We have announced a number of initiatives in our Corporate Responsibility Report which provides metrics on a number of environmental and social factors which we monitor (corporate responsibility metrics) and include some references to such Corporate Responsibility Report in our Proxy Statement for our 2024 Annual Meeting of Stockholders.
We have announced a number of initiatives in our Corporate Responsibility Report which provides metrics on a number of environmental and social factors which we monitor (corporate responsibility metrics) and include some references to such Corporate Responsibility Report in our Proxy Statement for our 2025 Annual Meeting of Stockholders.
Our ability to achieve these objectives may be impacted by a number of factors, some of which are outside of our control, including: • our ability to drive consumers to our platform and provide quality consumer-facing interactions, including strong event search functionality, clear event listings and relevant event recommendations; • the navigability and reliability of our consumer-facing interactions, such as our mobile application and website; • competitive factors, including the actions of new and existing competitors in our industry, such as competitors buying exclusive ticketing rights or entering into or expanding within the market and regions in which we operate; • the composition of our pricing packages, our ability to effectively and competitively price our packages and solutions, our ability to clearly communicate the value of our packages and solutions, and the perceived value of our packages and solutions; • the quality of the events in our marketplace, which may not be sufficiently compelling to attract consumers or which may be disappointing to consumers who may not have the experience they expect at an event; • public perception of the values underpinning our community guidelines and our decision to enforce these guidelines by removing or promoting certain events that might lead creators, consumers or other third-parties to disagree with such decisions; • our ability to offer requisite levels of customer support to creators and consumers, which may be impacted by our customer support function outside the United States; • the implementation of certain policy initiatives to increase consumer confidence and transparency of recourse options when transacting on our platform, such as notifying consumers when they are eligible to request a refund and enforcing response times for refund requests; • the introduction of marketplace management initiatives, such as developing a system for creator verification and consumer feedback; • our ability to maintain and continually enhance our platform and provide products, features and services that are valuable and helpful to creators and consumers, which maintenance and enhancements depend on our ability to attract and retain a sufficient number of highly qualified engineering and development personnel; • our decision to sunset or replace features that some creators and consumers find valuable and helpful; • our ability to inspire creators to migrate to our platform from their current practices, which include online ticketing platforms, venue box offices and do-it-yourself spreadsheets and forms; • changes in our relationships with third parties, including our partners, developers and payment processors, that make our platform less effective for and attractive to creators and consumers; • outages or delays in our marketplace and other services, including delays in getting into events; • compatibility with our network of distribution partners; • the quality and availability of key payment and payout methods; • our ability to provide consumers with an efficient and safe purchasing experience; • breaches and other security incidents that could compromise the data of consumers; • our ability to manage fraud risk that negatively impacts events, creators and/or consumers; and • our ability to adapt to changes in market practices or economic incentives for creators.
Our ability to achieve these objectives may be impacted by a number of factors, some of which are outside of our control, including: • our ability to drive consumers to our platform and provide quality consumer-facing interactions, including strong event search functionality, clear event listings and relevant event recommendations; • the navigability, reliability and overall user experience of our consumer-facing interactions, such as our mobile application, which we plan to refresh later this year, and website; • competitive factors, including the actions of new and existing competitors in our industry, such as competitors buying exclusive ticketing rights, offering or exceeding our upfront capital offer, or entering into or expanding within the market and regions in which we operate; • the composition of our pricing packages, our ability to effectively and competitively price our packages and solutions, our ability to clearly communicate the value of our packages and solutions, and the perceived value of our packages and solutions; • the quality of the events in our marketplace, which may not be sufficiently compelling to attract consumers or which may be disappointing to consumers who may not have the experience they expect at an event; 5 Table of Contents • public perception of the values underpinning our community guidelines and our decision to enforce these guidelines by removing or promoting certain events that might lead creators, consumers or other third-parties to disagree with such decisions; • our ability to offer requisite levels of customer support to creators and consumers, which may be impacted by our customer support function outside the United States; • the implementation of certain policy initiatives to increase consumer confidence and transparency of recourse options when transacting on our platform, such as notifying consumers when they are eligible to request a refund and enforcing response times for refund requests; • the introduction of marketplace management initiatives, such as developing a system for creator verification and consumer feedback; • our ability to maintain and continually enhance our platform and provide products, features and services that are valuable and helpful to creators and consumers, which maintenance and enhancements depend on our ability to attract and retain a sufficient number of highly qualified engineering and development personnel; • our decision to sunset or replace features that some creators and consumers find valuable and helpful; • our ability to inspire creators to migrate to our platform from their current practices, which include online ticketing platforms, venue box offices and do-it-yourself spreadsheets and forms; • changes in our relationships with third parties, including our partners, developers and payment processors, that make our platform less effective for and attractive to creators and consumers; • outages or delays in our marketplace and other services, including delays in getting into events; • compatibility with our network of distribution partners; • the quality and availability of key payment and payout methods; • our ability to provide consumers with an efficient and safe purchasing experience; • breaches and other security incidents that could compromise the data of consumers; • our ability to manage fraud risk that negatively impacts events, creators and/or consumers; and • our ability to adapt to changes in market practices or economic incentives for creators.
Any real or perceived errors, failures, bugs or other vulnerabilities discovered in our code could result in negative publicity and damage to our reputation, loss of creators and consumers, loss of or delay in market acceptance of our platform, loss of competitive position, loss of revenue or liability for damages, overpayments and/or underpayments, any of which could harm the confidence of creators and consumers on our platform, our business, financial condition and results of operations.
Any real or perceived errors, failures, bugs or other vulnerabilities discovered in our code could result in negative publicity and damage to our reputation, loss of creators and consumers, loss of or delay in market acceptance of our platform, loss of competitive position, loss of revenue or liability for damages, overpayments and/or underpayments, any of which could harm the confidence of creators and consumers on our 11 Table of Contents platform, our business, financial condition and results of operations.
For example, we and/or certain of our subsidiaries may be subject to the requirements of the European Union Corporate Sustainability Reporting Directive (and its implementing laws and regulations and other European Union directives or European Union and European Union member state regulations, various disclosure requirements (such as information on greenhouse gas emissions, climate risks, use of offsets, and emissions reduction claims) from the State of California, the SEC’s climate disclosure proposal, if finalized, and/or the International Sustainability Standards Board’s sustainability and climate disclosure standards, to the extent adopted in part or in full by jurisdictions in which we operate, among other regulations or requirements.
For example, we and/or certain of our subsidiaries may be subject to the requirements of the European Union Corporate Sustainability Reporting Directive (and its implementing laws and regulations and other European Union directives or European Union and European Union member state regulations, various disclosure requirements (such as information on greenhouse gas emissions, climate risks, use of offsets, and emissions reduction claims) from the State of California, and/or the International Sustainability Standards Board’s sustainability and climate disclosure standards, to the extent adopted in part or in full by jurisdictions in which we operate, among other regulations or requirements.
Certain laws require us and our marketing partners to provide consumers the ability to opt-out of this collection of processing of their information for online advertising, and some providers of consumer devices, mobile or desktop operating systems and web browsers have implemented, or have announced plans to implement, ways to block tracking technologies.
Certain laws require us and our marketing partners to provide consumers the ability to opt-out of this collection of 9 Table of Contents processing of their information for online advertising, and some providers of consumer devices, mobile or desktop operating systems and web browsers have implemented, or have announced plans to implement, ways to block tracking technologies.
We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business. For example, our platform is subject to an increasingly strict set of legal and regulatory requirements intended to help detect and prevent money laundering, terrorist financing, fraud and other illicit activity.
We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business. For example, our platform is subject to an increasingly strict set of legal and regulatory requirements intended to help 25 Table of Contents detect and prevent money laundering, terrorist financing, fraud and other illicit activity.
An increasing number of jurisdictions have enacted laws or are considering enacting laws requiring marketplaces to report user activity or collect and remit taxes on certain items sold on the marketplace. Imposition of an information reporting or tax collection requirement could decrease creator or consumer activity on our platform, which would harm our business.
An increasing number 28 Table of Contents of jurisdictions have enacted laws or are considering enacting laws requiring marketplaces to report user activity or collect and remit taxes on certain items sold on the marketplace. Imposition of an information reporting or tax collection requirement could decrease creator or consumer activity on our platform, which would harm our business.
We must continuously examine and modify our security controls and business policies to address the use of new devices and technologies, and the increasing focus by consumers and regulators on controlling and protecting personal data.
We will continuously examine and modify our security controls and business policies to address the use of new devices and technologies, and the increasing focus by consumers and regulators on controlling and protecting personal data.
These third-party providers may not comply with our contractual requirements and their personnel may not provide us or our creators and consumers with an acceptable level of service, which could damage our relationships with our creators and consumers.
These third-party providers may make errors and not comply with our contractual requirements, and their personnel may not provide us or our creators and consumers with an acceptable level of service, which could damage our relationships with our creators and consumers.
In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or assert that benefits of tax treaties 28 Table of Contents are not available to us, any of which could have a negative impact on us or our results of operations.
In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or assert that benefits of tax treaties are not available to us, any of which could have a negative impact on us or our results of operations.
System interruptions, slow-downs and a lack of integration and redundancy in our information systems and infrastructure may adversely affect our ability to operate our technology, handle sales for high- 11 Table of Contents demand events, process and fulfill transactions, respond to creator and consumer inquiries and generally maintain cost-efficient operations.
System interruptions, slow-downs and a lack of integration and redundancy in our information systems and infrastructure may adversely affect our ability to operate our technology, handle sales for high-demand events, process and fulfill transactions, respond to creator and consumer inquiries and generally maintain cost-efficient operations.
These credential stuffing attacks have in the past, and may in the future, result in the unauthorized takeover of a customer's account and the illegal abuse of account privileges to misdirect funds to bank accounts owned or controlled by such criminal actors, which may subject us to liability for illegal transactions.
These credential stuffing attacks have in the past, and may in the future, 16 Table of Contents result in the unauthorized takeover of a customer's account and the illegal abuse of account privileges to misdirect funds to bank accounts owned or controlled by such criminal actors, which may subject us to liability for illegal transactions.
Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing ability to identify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization.
Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing 10 Table of Contents ability to identify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization.
The loss of creator marketers, or reduction in spending by creator marketers, could result in a potential loss of consumers and adversely impact our business. We have limited experience and operating history offering advertising services on our platform and our advertising revenue may not grow as we expect.
We generate a portion of our revenue from advertising. The loss of creator marketers, or reduction in spending by creator marketers, could result in a potential loss of consumers and adversely impact our business. We have limited experience and operating history offering advertising services on our platform and our advertising revenue may not grow as we expect.
Our liability insurance coverage may not be sufficient to satisfy, or may not cover, any expenses or liabilities that may arise. We operate in a competitive landscape that is highly fragmented and compete with a variety of competitors to secure new and retain existing consumers and creators.
Our liability insurance coverage may not be sufficient to satisfy, or may not cover, any expenses or liabilities that may arise. We operate in a competitive landscape and compete with a variety of competitors to secure new and retain existing consumers and creators.
There is considerable patent and other intellectual property development activity in our industry. Our success depends on our not infringing upon the intellectual property rights of others.
There is considerable patent and other intellectual property development activity in our industry. Our success depends on our not infringing or misappropriating upon the intellectual property rights of others.
These risks and difficulties include our ability to cost-effectively retain existing and attract new creators and consumers, drive consumer demand and acquire a catalog of highly popular events, maintain the quality of our technology infrastructure that can efficiently and reliably handle ticket sales and event management services globally and the deployment of new features and solutions and successfully compete with other companies that are currently in, or may enter, the ticketing and event solution space.
These risks and difficulties include our ability to cost-effectively retain existing and attract new creators and consumers, drive consumer demand and acquire a catalog of locally relevant, high-quality events, maintain the quality of our technology infrastructure that can efficiently and reliably handle ticket sales and event management services globally and the deployment of new features and solutions and successfully compete with other companies that are currently in, or may enter, the ticketing and event solution space.
We may also compete with potential entrants into the market that currently do not offer the same services but could potentially leverage their networks in the market in which we operate. For instance, large e-commerce companies such as eBay 19 Table of Contents and Amazon have in the past operated, or currently operate, within the ticketing space.
We may also compete with potential entrants into the market that currently do not offer the same services but could potentially leverage their networks in the market in which we operate. For instance, large e-commerce companies such as eBay and Amazon have in the past operated, or currently operate, within the ticketing space.
The pace and success rate of migration may be influenced by many factors, including the pace and quality of product development, our ability to 20 Table of Contents operationally support the migrating creators and our adoption of business practices outside of our platform that matter to the creator.
The pace and success rate of migration may be influenced by many factors, including the pace and quality of product development, our ability to operationally support the migrating creators and our adoption of business practices outside of our platform that matter to the creator.
Terrorism and security incidents, military actions in foreign locations and periodic elevated terrorism alerts have led to numerous challenging operating factors at live events, including additional logistics for event safety and increased costs of security.
Terrorism and security incidents, military actions in foreign locations and periodic elevated terrorism alerts have led to numerous challenging operating factors at live events, including additional logistics for event safety and increased costs of 6 Table of Contents security.
In addition to the marketing strategies described above, we also engage with celebrities and influencers and partner with aligned brands as part of our marketing efforts, and our perceived affiliation with these individuals and brands could cause us brand or reputational damage in the event they undertake actions inconsistent with our brand and values.
In addition to the marketing strategies described above, we also engage with celebrities and influencers and partner with aligned brands as part of our marketing efforts, and our perceived affiliation with these individuals and brands could cause us brand or reputational damage in the event they undertake actions inconsistent with our brand and values or otherwise fall in public perception.
If our net revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially.
If our net revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we 33 Table of Contents may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially.
If we need additional capital and cannot raise it on acceptable terms, if at all, we may not be able to, among other things: • develop and enhance our platform and solutions; • continue to expand our technology development, sales and marketing organizations; • continue to expand to other geographical locations; • attract new creators, consumers and a catalog of highly popular events; • hire, train and retain employees; • respond to competitive pressures or unanticipated working capital requirements; or • pursue acquisition opportunities.
If we need additional capital and cannot raise it on acceptable terms, if at all, we may not be able to, among other things: • develop and enhance our platform and solutions; • continue to expand our technology development, sales and marketing organizations; • continue to expand to other geographical locations; • attract new creators, consumers and a catalog of locally relevant, high-quality events; • hire, train and retain employees; • respond to competitive pressures or unanticipated working capital requirements; or • pursue acquisition opportunities.
As of December 31, 2023, our directors, executive officers and stockholders holding more than 5% of our outstanding shares, and their affiliates, beneficially owned in the aggregate a substantial majority of the voting power of our capital stock.
As of December 31, 2024, our directors, executive officers and stockholders holding more than 5% of our outstanding shares, and their affiliates, beneficially owned in the aggregate a majority of the voting power of our capital stock.
Any of the foregoing could adversely impact the value or enforceability of our intellectual property, and materially adversely affect our business, financial condition and results of operations. Our results of operations may be adversely affected if we are subject to a protracted infringement claim or a claim that results in a significant damage award.
Any of the foregoing could adversely impact the value or enforceability of our intellectual property, and materially adversely affect our business, financial condition and results of operations. 24 Table of Contents Our results of operations may be adversely affected if we are subject to a protracted intellectual property rights infringement claim or a claim that results in a significant damage award.
We must also continually integrate various payment methods used both within the United States and internationally into our payments system, including features such as Apple Pay, Google Pay, and “buy now, pay later” functionality provided by 18 Table of Contents third-party platforms.
We must also continually integrate various payment methods used both within the United States and internationally into our payments system, including features such as Apple Pay, Google Pay, and “buy now, pay later” functionality provided by third-party platforms.
This could result in significant disruptions in our operations, and replacing currently outsourced functions could result in significantly increased costs to undertake our operations.
This could result in financial loss and significant disruptions in our operations, and replacing currently outsourced functions could result in significantly increased costs to undertake our operations.
Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. 23 Table of Contents In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights.
Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights.
For example, since the CCPA went into effect, laws governing the processing of personal information, including for marketing purposes, took effect in Virginia, Colorado, Connecticut, and Utah, and have been passed or proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.
Since the CCPA went into 14 Table of Contents effect, laws governing the processing of personal information, including for marketing purposes, took effect in a number of states, including Virginia, Colorado, Connecticut, and Utah, and have been passed or proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.
The CCPA establishes a privacy framework for covered businesses such as ours and has required, and will likely continue to require, us to modify our data processing practices and policies and incur compliance related costs and expenses.
For example, the California Consumer Privacy Act (CCPA) establishes a privacy framework for covered businesses such as ours and has required, and will likely continue to require, us to modify our data processing practices and policies and incur compliance related costs and expenses.
If we do not manage the risks of operating internationally effectively, our business, financial condition and results of operations could be harmed. In 2023 and 2022, we derived 26% and 25%, respectively, of our net revenue from outside of the United States.
If we do not manage the risks of operating internationally effectively, our business, financial condition and results of operations could be harmed. In 2024 and 2023, we derived 27% and 26%, respectively, of our net revenue from outside of the United States.
In addition, in 31 Table of Contents the future, we may, in our sole discretion, irrevocably elect to settle the conversion value of the Convertible Notes in cash up to the principal amount being converted.
In addition, in the future, we may, in our sole discretion, irrevocably elect to settle the conversion value of the Convertible Notes in cash up to the principal amount being converted.
In addition, the conversion of some or all of our Convertible Notes may dilute the ownership interests of existing stockholders to the extent we deliver shares upon any conversion of the Convertible Notes.
In addition, the conversion of some or all of our Convertible Notes may dilute the ownership 34 Table of Contents interests of existing stockholders to the extent we deliver shares upon any conversion of the Convertible Notes.
For example, laws in the EU and UK and all 50 U.S. states may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach.
For example, laws in the EU and UK and all 50 U.S. states require businesses to provide notice to individuals whose personal information has been disclosed as a result of certain data security breaches.
Although we have remediated the material weakness, failure to establish and maintain effective internal control over financial reporting and disclosure controls and procedures in future periods could have a material adverse effect on our financial statements.
Although we have remediated the material weakness, failure to establish and maintain effective internal control over financial 29 Table of Contents reporting and disclosure controls and procedures in future periods could have a material adverse effect on our financial statements.
Other risks posed by our limited operating history include the ability to hire, integrate and retain world class talent at all levels of our company, continue to expand our business in markets outside the United States, and defend ourselves against litigation, regulatory, intellectual property, privacy or other claims.
Other risks include the ability to hire, integrate and retain world class talent at all levels of our company, continue to expand our business in markets outside the United States, and defend ourselves against litigation, regulatory, intellectual property, privacy or other claims.
Through our mobile application, website and other consumer-facing interactions, we enable consumers to find experiences they love while serving as a demand generating engine for event creators. Our business is directly affected by the success of the events in our marketplace and our ability to attract and retain event creators, consumers and a catalog of highly popular events.
Through our mobile application, website and other consumer-facing interactions, we enable consumers to find experiences they love while serving as a demand generating engine for event creators. Our business is directly affected by the success of the events in our marketplace and our ability to attract and retain event creators, consumers and a catalog of locally relevant, high-quality events.
Despite the implementation of security measures, we and our third-party providers are vulnerable to power outages, telecommunications failures, interruptions or shutdowns of our platform and catastrophic events, as well as cybersecurity risks that threaten the confidentiality, integrity and availability of our and third party providers’ information systems and confidential information (including information about our creators, consumers, employees and others, intellectual property and proprietary information such as trade secrets), including through computer viruses, break-ins, intentional or accidental actions or inaction by employees or others with authorized access to our or our providers’ networks, social engineering/phishing attacks, denial-of-service attacks, malicious or destructive code, malware, ransomware attacks, and other cyber attacks, data breaches and cybersecurity incidents.
Despite the implementation of security measures, we and our third-party providers are vulnerable to power outages, telecommunications failures, interruptions or shutdowns of our platform and catastrophic events, as well as cybersecurity risks that threaten the confidentiality, integrity and availability of our and third party providers’ information systems, technology, and confidential information (including information about our creators, consumers, employees and others, intellectual property and proprietary information such as trade secrets) through diverse attack vectors, including computer viruses, bugs or other vulnerabilities in software that is integrated into our (or our providers’) systems and products, break-ins, intentional or accidental actions or inaction by employees or others with authorized access to our or our providers’ networks, social engineering/phishing attacks, denial-of-service attacks, malicious or destructive code, malware, ransomware attacks, and other cyber attacks, data breaches and cybersecurity incidents.
In addition, the ticketing business is subject to many laws and regulations, both foreign and domestic. These laws and regulations vary from jurisdiction to jurisdiction and may sometimes conflict.
In addition, our business is subject to many laws and regulations, both foreign and domestic. These laws and regulations vary from jurisdiction to jurisdiction and may sometimes conflict.
The enactment of the CCPA has prompted a wave of similar legislative developments in other states in the United States, which creates a patchwork of overlapping but different state laws which make compliance challenging.
The enactment of the CCPA has prompted a wave of similar legislative developments in other states in the United States, which creates a patchwork of overlapping but different state laws and conflicting requirements that make compliance challenging.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software equivalent to those provided by third-party commercial software providers.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections on the origin of software equivalent to those provided by third-party commercial software providers.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the United Kingdom Bribery Act 2010 (Bribery Act), and other anti-corruption and anti-bribery laws in various jurisdictions, both domestic and abroad, where we conduct business.
Foreign Corrupt Practices Act of 1977, as amended (FCPA), the United Kingdom Bribery Act 2010 (Bribery Act), and other anti-corruption and anti-bribery laws in various jurisdictions, both domestic and abroad, where we conduct business.
As federal, state and foreign legislative regulatory scrutiny and enforcement actions in these areas 24 Table of Contents increase, we expect our compliance costs to increase, perhaps substantially.
As federal, state and foreign legislative regulatory scrutiny and enforcement actions in these areas increase, we expect our compliance costs to increase, perhaps substantially.
If we cannot successfully compete with existing or potential competitors, our business, financial condition and results of operations will be harmed. We operate in a competitive landscape that is highly fragmented and provides consumers and creators with many channels to promote or engage with live experiences.
If we cannot successfully compete with existing or potential competitors, our business, financial condition and results of operations will be harmed. We operate in a competitive landscape that provides consumers and creators with many channels to promote or engage with live experiences. We compete with a variety of competitors to secure new and retain existing consumers and creators.
In addition, we have been advised that the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions at any time prior to the maturity of the relevant Convertible Notes (and are likely to do so following any conversion of the relevant Convertible Notes, any repurchase of the relevant Convertible Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the relevant Convertible Notes are repurchased by us, in each case if we exercise our option to terminate the relevant portion of the relevant Capped Calls).
We have been advised that in connection with establishing their initial hedges of the Capped Calls, the Option Counterparties or their respective affiliates entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stock concurrently with or shortly after the offering of the relevant Convertible Notes. 32 Table of Contents In addition, we have been advised that the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions at any time prior to the maturity of the relevant Convertible Notes (and are likely to do so following any conversion of the relevant Convertible Notes, any repurchase of the relevant Convertible Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the relevant Convertible Notes are repurchased by us, in each case if we exercise our option to terminate the relevant portion of the relevant Capped Calls).
In June 2020, we issued $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 (2025 Notes), and in March 2021, we issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (2026 Notes and, together with the 2025 Notes, the Convertible Notes).
In June 2020, we issued $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 (2025 Notes), of which $120 million aggregate principal amount was repurchased in August 2024, and in March 2021, we issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (2026 Notes and, together with the 2025 Notes, the Convertible Notes).
If we issue additional capital stock in connection with financings, acquisitions, investments, equity incentive plans or otherwise, our existing stockholders could experience significant dilution. We may also raise capital through additional equity or equity-linked financings.
Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders. If we issue additional capital stock in connection with financings, acquisitions, investments, equity incentive plans or otherwise, our existing stockholders could experience significant dilution. We may also raise capital through additional equity or equity-linked financings.
Cyber attacks and security incidents (including through security breaches, computer malware and computer hacking attacks) upon information systems are increasing in their frequency, levels of persistence, intensity and sophistication, and threat actors are using rapidly changing techniques and tools – including artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence, and are being conducted by diverse threat actors, including 15 Table of Contents sophisticated and organized groups, state-sponsored organizations and individuals with a wide range of motives and expertise.
Cyber attacks and security incidents (including through security breaches, computer malware and computer hacking attacks) upon information systems are accelerating on a global basis in their frequency, magnitude, levels of persistence, intensity and sophistication, and threat actors are using rapidly changing techniques and tools – including AI – that circumvent security controls, evade detection and remove forensic evidence, and are being conducted by diverse threat actors, including sophisticated and organized groups, state-sponsored organizations and individuals with a wide range of motives and expertise.
Risks Related to our Indebtedness We may not be able to generate sufficient cash flows or raise the additional capital necessary to fund our operations or other liquidity needs. As of December 31, 2023, we had cash and cash equivalents of $489.2 million, of which $259.2 million was cash held on behalf of and due to our creators.
Risks Related to our Indebtedness We may not be able to generate sufficient cash flows or raise the additional capital necessary to fund our operations or other liquidity needs. As of December 31, 2024, we had cash and cash equivalents of $416.5 million, of which $266.0 million was cash held on behalf of and due to our creators.
We expect our future quarterly and annual operating results to fluctuate as we focus on driving consumer demand and acquiring a catalog of highly popular events on our platform. We may need to make business decisions that could adversely affect our operating results, such as modifications to our pricing strategy, business structure or operations.
We expect our future quarterly and annual operating results to fluctuate as we focus on driving consumer 7 Table of Contents demand and acquiring a catalog of locally relevant, high-quality events on our platform. We may need to make business decisions that could adversely affect our operating results, such as modifications to our pricing strategy, business structure or operations.
Additionally, changes to our pricing model and package composition, or our inability to effectively or competitively price our packages and solutions, could harm our business, financial condition and results of operations and impact our ability to predict our future performance. We generate a portion of our revenue from advertising.
Additionally, changes to our pricing model and package composition, or our inability to effectively or competitively price our packages and solutions, could harm our business, financial condition and results of operations and impact our ability to predict our future performance.
The CCPA provides for potentially severe statutory penalties, and a private right of action for certain data breaches. It also created a new California data protection agency specifically tasked to enforce the law, which will likely result in increased regulatory scrutiny of California businesses in the areas of data protection and security.
The CCPA provides for potentially severe statutory penalties, and a private right of action for certain data breaches. It also created a new California data protection agency specifically tasked to enforce the law, which has resulted in increased regulatory scrutiny of companies doing business in California in the areas of data protection and security.
Non-recoupable payments, net, including noncurrent balances, were $1.9 million and $1.7 million as of December 31, 2023 and 2022, respectively, and, as of December 31, 2023, these payments were being amortized over a weighted-average remaining life of 2.4 years on a straight-line basis.
Non-recoupable payments, net, including noncurrent balances, were $7.5 million and $1.9 million as of December 31, 2024 and 2023, respectively, and, as of December 31, 2024, these payments were being amortized over a weighted-average remaining life of 3.7 years on a straight-line basis. 8 Table of Contents Creator advances, net, including noncurrent balances, were $3.4 million and $2.8 million as of December 31, 2024 and December 31, 2023, respectively.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Biggest changeWe have not identified risks from known cybersecurity threats that have materially affected or are reasonably likely to materially affect us, or our operations, business strategy, results of operations, or financial condition, including as a result of any prior cybersecurity incidents.
Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives periodic reports from management on our cybersecurity risks.
Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the Committee) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives periodic reports from management on our cybersecurity risks.
Our management team’s experience includes over 40 years of combined cybersecurity experience across architecture, engineering, operations and compliance. 36 Table of Contents Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team’s experience includes over 40 years of combined cybersecurity experience across architecture, engineering, operations and compliance. 37 Table of Contents Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our board of directors receives presentations on cybersecurity topics from our Chief Information Security Officer (“CISO”), internal security staff or external experts as part of the board of directors’ continuing education on topics that impact public companies. Our management team, including our CISO, is responsible for assessing and managing our material risks from cybersecurity threats.
Our board of directors receives presentations on cybersecurity topics from our Chief Information Security Officer (CISO), internal security staff or external experts as part of the board of directors’ continuing education on topics that impact public companies. Our management team, including our CISO, is responsible for assessing and managing any potential material risks from cybersecurity threats.
We design and assess our program using several industry-leading frameworks including the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), Payment Card Industry Data Security Standard (“PCI-DSS''), and SOC2.
We design and assess our program using several industry-leading frameworks including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), Payment Card Industry Data Security Standard (PCI-DSS'), and SOC2.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs a result of this strategy, we maintain our corporate headquarters in San Francisco, California and lease physical offices in major cities around the world for purposes of collaboration and team building.
Biggest changeAs a result of this strategy, we maintain our corporate headquarters in San Francisco, California and lease physical offices in certain cities around the world for purposes of collaboration and team building.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future determination relating to our dividend policy will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors considers relevant. Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities None.
Biggest changeAny future determination relating to our dividend policy will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors considers relevant. Unregistered Sales of Equity Securities None.
Stock Performance Graph The following stock performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, and shall not be deemed to be incorporated by reference into any filing of Eventbrite, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 38 Table of Contents The following graph compares the cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Standard & Poor’s 500 Index, or S&P 500, and the S&P North American Technology Index.
Stock Performance Graph The following stock performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, and shall not be deemed to be incorporated by reference into any filing of Eventbrite, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 39 Table of Contents The following graph compares the cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Standard & Poor’s 500 Index, or S&P 500, and the S&P North American Technology Index.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on September 20, 2018, the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2023.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on September 20, 2018, the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2024.
The returns shown are based on historical results and are not intended to suggest future performance. 39 Table of Contents Item 6. [Reserved]
The returns shown are based on historical results and are not intended to suggest future performance. 40 Table of Contents Item 6. [Reserved]
Our Class B common stock is not listed or traded on any stock exchange. Holders of Record As of February 20, 2024, there were 48 holders of record of our Class A common stock and 57 holders of record of our Class B common stock.
Our Class B common stock is not listed or traded on any stock exchange. Holders of Record As of February 20, 2025, there were 41 holders of record of our Class A common stock and 55 holders of record of our Class B common stock.
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Issuer Purchases of Equity Securities The table below provides information regarding our share repurchases during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (1) October 1, 2024 - October 31, 2024 — $ — 7,243,283 $ 60,704 November 1, 2024 - November 30, 2024 1,073,795 $ 3.60 8,317,078 $ 56,829 December 1, 2024 - December 31, 2024 1,884,642 $ 3.60 10,201,720 $ 50,029 Total 2,958,437 $ 3.60 10,201,720 $ 50,029 (1) On March 14, 2024, we announced that our board of directors had approved a share repurchase program with authorization to purchase up to $100 million of our Class A common stock (the Share Repurchase Program).
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The Share Repurchase Program does not obligate us to repurchase any specific number of shares, has no expiration date or time limit and may be modified, suspended or discontinued at any time at our discretion.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables set forth our consolidated results of operations data and such data as a percentage of net revenue for the periods presented: Year Ended December 31, 2023 2022 2021 (in thousands) Consolidated Statements of Operations Net revenue $ 326,134 $ 260,927 $ 187,134 Cost of net revenue 103,130 90,746 70,294 Gross profit 223,004 170,181 116,840 Operating expenses: Product development 98,294 86,346 66,303 Sales, marketing and support 74,574 49,292 35,916 General and administrative 91,269 81,285 82,399 Total operating expenses 264,137 216,923 184,618 Loss from operations (41,133) (46,742) (67,778) Interest income 27,495 6,432 60 Interest expense (11,185) (11,269) (16,267) Loss on debt extinguishment — — (49,977) Other income (expense), net 335 (3,679) (3,690) Loss before income taxes (24,488) (55,258) (137,652) Income tax provision (benefit) 1,991 126 1,428 Net loss $ (26,479) $ (55,384) $ (139,080) 42 Table of Contents Year Ended December 31, 2023 2022 2021 Consolidated Statements of Operations, as a percentage of net revenue Net revenue 100 % 100 % 100 % Cost of net revenue 32 35 38 Gross profit 68 65 62 Operating expenses: Product development 30 33 35 Sales, marketing and support 23 19 19 General and administrative 28 31 44 Total operating expenses 81 83 98 Loss from operations (13) (18) (36) Interest Income 8 2 — Interest expense (3) (4) (9) Loss on debt extinguishment — — (27) Other income (expense), net — (1) (2) Loss before income taxes (8) (21) (74) Income tax provision (benefit) 1 — 1 Net loss (7) % (21) % (73) % Comparison of the years ended December 31, 2023 and 2022 Net Revenue We currently generate revenues primarily from service fees and payment processing fees from the sale of paid tickets on our platform.
Biggest changeThe following tables set forth our consolidated results of operations data and such data as a percentage of net revenue for the periods presented: Year Ended December 31, 2024 2023 2022 (in thousands) Consolidated Statements of Operations Net revenue $ 325,068 $ 326,134 $ 260,927 Cost of net revenue 98,505 103,130 90,746 Gross profit 226,563 223,004 170,181 Operating expenses: Product development 95,283 98,294 86,346 Sales, marketing and support 92,014 74,574 49,292 General and administrative 70,059 91,269 81,285 Total operating expenses 257,356 264,137 216,923 Loss from operations (30,793) (41,133) (46,742) Interest income 25,243 27,495 6,432 Interest expense (8,792) (11,185) (11,269) Other income (expense), net 930 335 (3,679) Loss before income taxes (13,412) (24,488) (55,258) Income tax provision 2,159 1,991 126 Net loss $ (15,571) $ (26,479) $ (55,384) Year Ended December 31, 2024 2023 2022 Consolidated Statements of Operations, as a percentage of net revenue Net revenue 100 % 100 % 100 % Cost of net revenue 30 32 35 Gross profit 70 68 65 Operating expenses: Product development 29 30 33 Sales, marketing and support 28 23 19 General and administrative 22 28 31 Total operating expenses 79 81 83 Loss from operations (9) (13) (18) Interest Income 8 8 2 Interest expense (3) (3) (4) Other income (expense), net — — (1) Loss before income taxes (4) (8) (21) Income tax provision 1 1 — Net loss (5) % (7) % (21) % 43 Table of Contents Comparison of the years ended December 31, 2024 and 2023 Net Revenue We currently generate revenues primarily from service fees and payment processing fees from the sale of paid tickets on our platform.
As the impact of ongoing macroeconomic conditions continues to evolve, including inflation and interest rate movements, there is inherent uncertainty about future events and their effects which may require significant judgment in our estimates and assumptions, specifically related to chargebacks and refunds reserves due to cancelled or postponed events. We evaluate these estimates on an ongoing basis.
As the impact of ongoing macroeconomic conditions continues to evolve, including inflation, tariffs and interest rate movements, there is inherent uncertainty about future events and their effects which may require significant judgment in our estimates and assumptions, specifically related to chargebacks and refunds reserves due to cancelled or postponed events. We evaluate these estimates on an ongoing basis.
Due to ongoing macroeconomic conditions which continue to evolve, including shifts in consumer behavior, inflation and interest rate movements, there is inherent uncertainty about future events and their effects which may require significant judgment in our estimates and assumptions, specifically related to chargebacks and refunds reserves due to cancelled or postponed events.
Due to ongoing macroeconomic conditions which continue to evolve, including shifts in consumer behavior, inflation, tariffs and interest rate movements, there is inherent uncertainty about future events and their effects which may require significant judgment in our estimates and assumptions, specifically related to chargebacks and refunds reserves due to cancelled or postponed events.
Creator advances are incentives that we offer, which provide the creator with funds in advance of the event. These are subsequently recovered by withholding amounts due to us from the sale of tickets for the event until the creator payment has been fully recovered.
Creator advances are incentives that we offer, which provide the creator with funds in advance of the event. These are subsequently recovered by withholding amounts due to us from the sale of tickets for the event until the creator advance has been fully recovered.
When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. 41 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. 42 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Significant judgment and estimates are required in assessing impairment of long-lived assets, and goodwill including identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, and determining appropriate discount rates. There was no impairment loss recorded on goodwill and acquired intangible assets for the years ended December 31, 2023 and 2022.
Significant judgment and estimates are required in assessing impairment of long-lived assets, and goodwill including identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, and determining appropriate discount rates. There was no impairment loss recorded on goodwill and acquired intangible assets for the years ended December 31, 2024 and 2023.
Impact if actual results differ from assumptions. As a result of the goodwill and intangibles impairment assessment, management concluded goodwill was not impaired as of December 31, 2023 and does not believe that its reporting unit is at risk of failing the impairment test since the fair value of the reporting unit substantially exceeded the carrying value.
Impact if actual results differ from assumptions. As a result of the goodwill and intangibles impairment assessment, management concluded goodwill was not impaired as of December 31, 2024 and does not believe that its reporting unit is at risk of failing the impairment test since the fair value of the reporting unit substantially exceeded the carrying value.
Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Actual future operating results and the remaining 50 Table of Contents economic lives of our intangible assets could differ from the estimates used in assessing the recoverability of these assets.
Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Actual future operating results and the remaining economic lives of our intangible assets could differ from the estimates used in assessing the recoverability of these assets.
To the extent actual results differ materially from our current estimates and assumptions, the Company’s future financial statements could be affected. We will adjust our reserves in the 49 Table of Contents future to reflect our best estimates of future outcomes. We cannot predict the outcome of macroeconomic conditions, nor the likelihood and impact of event cancellations and postponements.
To the extent actual results differ materially from our current estimates and assumptions, the Company’s future financial statements could be affected. We will adjust our reserves in the future to reflect our best estimates of future outcomes. We cannot predict the outcome of macroeconomic conditions, nor the likelihood and impact of event cancellations and postponements.
Our general and administrative expenses also include accruals for sales and business taxes, as well as reserves and impairment charges related to creator upfront payments. Over the long-term, we anticipate general and administrative expenses to decline as a percentage of net revenue as we expect to grow our net revenues and scale our business.
Our general and administrative expenses also include accruals for sales and business taxes, as well as reserves and impairment charges related to creator 45 Table of Contents upfront payments. Over the long-term, we anticipate general and administrative expenses to decline as a percentage of net revenue as we expect to grow our net revenues and scale our business.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth under "Selected Financial Data" and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, we may not be able to recover our losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator.
If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, or engages in fraudulent activity, we may not be able to recover our losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator.
We calculate Adjusted EBITDA as net loss adjusted to exclude depreciation and amortization, stock-based compensation expense, interest income, interest expense, loss on debt extinguishment, employer taxes related to employee equity transactions, other income (expense), net, and income tax provision (benefit).
We calculate Adjusted EBITDA as net loss adjusted to exclude depreciation and amortization, stock-based compensation expense, interest income, interest expense, employer taxes related to employee equity transactions, other income (expense), net, and income tax provision (benefit).
For a discussion and comparison of the years ended December 31, 2022 and 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023.
For a discussion and comparison of the years ended December 31, 2023 and 2022, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2023 Annual Report on Form 10-K filed with the SEC on February 27, 2024.
When we provide advance payouts, we assume risk that the event may be cancelled, fraudulent, or materially not as described, resulting in significant chargebacks and refund requests.
When we provide advance payouts, we assume risk that the event may be cancelled, fraudulent, or materially not as described, which may result in significant chargebacks and refund requests.
As of December 31, 2023, reserves relating to creator signing fees and creator advances were $4.8 million and $4.9 million, respectively. Impact if actual results differ from assumptions. Creator signing fees and creator advances are presented net of reserves on the consolidated balance sheets.
As of December 31, 2024, reserves relating to creator signing fees and creator advances were $1.4 million and $4.8 million, respectively. Impact if actual results differ from assumptions. Creator signing fees and creator advances are presented net of reserves on the consolidated balance sheets.
If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of the asset group is reduced to the fair value. Assumptions and judgment.
If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of the asset group is reduced to the fair value. 50 Table of Contents Assumptions and judgment.
We will adjust our recorded reserves in the future to reflect our best estimates of future outcomes, and we may pay in cash a portion of, all of, or a greater amount than the $8.1 million provision recorded as of December 31, 2023. In June 2020, we issued the 2025 Notes, and in March 2021, we issued the 2026 Notes.
We will adjust our recorded reserves in the future to reflect our best estimates of future outcomes, and we may pay in cash a portion of, all of, or a greater amount than the $10.3 million provision recorded as of December 31, 2024. In June 2020, we issued the 2025 Notes, and in March 2021, we issued the 2026 Notes.
Cash Flows from Investing Activities Net cash used in investing activities of $69.3 million for the year ended December 31, 2023 primarily consisted of $370.2 million in purchases of short-term investments, offset by a $308.0 million increase in maturity of short-term investments.
Net cash used in investing activities of $69.3 million for the year ended December 31, 2023 primarily consisted of $370.2 million used for the purchase of short-term investments, offset by $308.0 million from the maturity of short-term investments.
In 2023, Eventbrite creators hosted over 5 million free and paid events, issuing over 300 million tickets on our global marketplace which resulted in over $3.5 billion dollars in gross ticket sales for the year.
In 2024, Eventbrite creators hosted nearly 5 million free and paid events, issuing 270 million tickets on our global marketplace which resulted in over $3.2 billion dollars in gross ticket sales for the year.
Comparison of Years Ended December 31, 2023 and 2022 Cash Flows from Operating Activities The net cash provided by operating activities of $19.0 million for the year ended December 31, 2023, was primarily due to our net loss of $26.5 million, adjusted for non-cash charges of $79.2 million primarily driven by stock-based compensation expense and changes in our operating assets and liabilities that used $33.7 million in cash, primarily driven by refunds and chargebacks.
The net cash provided by operating activities of $19.0 million for the year ended December 31, 2023, was primarily due to our net loss of $26.5 million, adjusted for non-cash charges of $79.2 million primarily driven by stock-based compensation expense and changes to our operating assets and liabilities that used $33.7 million in cash, primarily driven by timing of funds receivable.
The table below sets forth the paid ticket volume for the periods indicated: Year Ended December 31, 2023 2022 2021 (in thousands) Paid ticket volume 93,443 87,056 67,427 Paid ticket volume change (%) 7 % 29 % 43 % Our paid ticket volume for events outside of the United States represented 40%, 39% and 35% for the years ended December 31, 2023, 2022 and 2021, respectively.
The table below sets forth the paid ticket volume for the periods indicated: Year Ended December 31, 2024 2023 2022 (in thousands) Paid ticket volume 83,834 93,443 87,056 Paid ticket volume change (%) (10) % 7 % 29 % Our paid ticket volume for events outside of the United States represented 40%, 40% and 39% for the years ended December 31, 2024, 2023 and 2022, respectively.
For information on the costs associated with the restructuring, see Note 1 - Overview and Basis of Presentation in the notes to the consolidated financial statements.
For information on the costs associated with the 2024 reduction in force and the 2023 restructuring, see Note 1, "Overview and Basis of Presentation", in the notes to the consolidated financial statements. Sales, marketing and support.
Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. 40 Table of Contents The following table presents our Adjusted EBITDA for the periods indicated and a reconciliation of our Adjusted EBITDA to the most comparable GAAP measure, net loss, for each of the periods indicated: Year Ended December 31, 2023 2022 2021 (in thousands) Net loss (1) $ (26,479) $ (55,384) $ (139,080) Add: Depreciation and amortization 13,760 14,860 18,716 Stock-based compensation 55,056 53,356 47,523 Interest income (27,495) (6,432) (60) Interest expense 11,185 11,269 16,267 Loss on debt extinguishment — — 49,977 Employer taxes related to employee equity transactions 972 849 2,544 Other (income) expense, net (335) 3,679 3,690 Income tax provision (benefit) 1,991 126 1,428 Adjusted EBITDA $ 28,655 $ 22,323 $ 1,005 (1) Restructuring related costs are included in Net Loss and Adjusted EBITDA.
Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. 41 Table of Contents The following table presents our Adjusted EBITDA for the periods indicated and a reconciliation of our Adjusted EBITDA to the most comparable GAAP measure, net loss, for each of the periods indicated: Year Ended December 31, 2024 2023 2022 (in thousands) Net loss (1) $ (15,571) $ (26,479) $ (55,384) Add: Depreciation and amortization 15,104 13,760 14,860 Stock-based compensation 49,688 55,056 53,356 Interest income (25,243) (27,495) (6,432) Interest expense 8,792 11,185 11,269 Employer taxes related to employee equity transactions 1,112 972 849 Other (income) expense, net (930) (335) 3,679 Income tax provision (benefit) 2,159 1,991 126 Adjusted EBITDA $ 35,111 $ 28,655 $ 22,323 (1) Restructuring related costs are included in Net Loss and Adjusted EBITDA.
Sales, marketing and support expenses are driven by investments to grow and retain creators and attendees on our platform and improve the customer experience. Additionally, we classify certain creator-related expenses, such as refunds of the ticket price paid by us on behalf of a creator and reserves for estimated advance payout losses, as sales, marketing and support expenses.
Sales, marketing and support expenses are driven by investments to grow and retain creators and attendees on our platform, and improve the customer experience. Additionally, we classify certain creator-related expenses, including instances in which we issue refunds to consumers on behalf of creators and reserves for estimated advance payout losses and chargebacks, as sales, marketing and support expenses.
Creator signing fees (current and noncurrent portions) and creator advances are presented net of reserves on the consolidated balance sheets and were $1.9 million and $2.8 million respectively, as of December 31, 2023. Assumptions and judgment.
Creator signing fees (current and noncurrent portions) and creator advances are presented net of reserves on the consolidated balance sheets and were $7.5 million and $3.4 million respectively, as of December 31, 2024. Assumptions and judgment.
Our gross margin improved during the year ended December 31, 2023 compared to 2022 primarily due to revenue growth from marketplace and advertising revenue, as well as improved fixed cost absorption as ticket volume increased. Operating Expenses Operating expenses consist of product development, sales, marketing and support and general and administrative expenses.
Our gross margin improved during the year ended December 31, 2024 compared to 2023 primarily due to revenue growth from higher margin marketplace and advertising revenue. 44 Table of Contents Operating Expenses Operating expenses consist of product development, sales, marketing and support and general and administrative expenses.
Treasury bills with original maturities greater than three months and less than one year. For qualified creators, we pass ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, we refer to these payments as advance payouts.
These ticketing proceeds are legally unrestricted, and we invest a portion of creator cash in U.S. Treasury bills with original maturities of less than one year. For qualified creators, we pass ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, we refer to these payments as advance payouts.
However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. 47 Table of Contents Cash Flows Our cash flow activities were as follows for the periods presented: Year Ended December 31, 2023 2022 2021 (in thousands) Net cash provided by (used in): Operating activities $ 19,018 $ 8,610 $ 85,834 Investing activities (69,330) (89,502) (2,533) Financing activities (4,908) (2,079) 51,181 Effect of exchange rate changes on cash, cash equivalents and restricted cash $ 4,246 $ (13,014) $ (6,753) Net increase (decrease) in cash, cash equivalents and restricted cash $ (50,974) $ (95,985) $ 127,729 For a discussion and comparison of the years ended December 31, 2022 and 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023.
Cash Flows Our cash flow activities were as follows for the periods presented: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by (used in): Operating activities $ 35,573 $ 19,018 $ 8,610 Investing activities 123,917 (69,330) (89,502) Financing activities (177,468) (4,908) (2,079) Effect of exchange rate changes on cash, cash equivalents and restricted cash (6,691) 4,246 (13,014) Net decrease in cash, cash equivalents and restricted cash $ (24,669) $ (50,974) $ (95,985) For a discussion and comparison of the years ended December 31, 2023 and 2022, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2023 Annual Report on Form 10-K filed with the SEC on February 27, 2024.
Impact if actual results differ from assumptions. The chargebacks and refunds reserve was $8.1 million and $13.1 million which primarily includes reserve balances for estimated advance payout losses of $6.0 million and $11.2 million as of December 31, 2023 and 2022, respectively.
The chargebacks and refunds reserve was $10.3 million and $8.1 million which primarily includes reserve balances for estimated advance payout losses of $5.2 million and $6.0 million as of December 31, 2024 and 2023, respectively.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Cost of net revenue $ 103,130 $ 90,746 $ 12,384 14 % Percentage of total net revenue 32 % 35 % Gross margin 68 % 65 % The increase in cost of net revenue during the year ended December 31, 2023 compared to 2022 was primarily due to an increase in payment processing costs associated with the increase in ticket sales volume.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Cost of net revenue $ 98,505 $ 103,130 $ (4,625) (4) % Percentage of total net revenue 30 % 32 % Gross margin 70 % 68 % The decrease in cost of net revenue during 2024 compared to 2023 was primarily due to a decrease in payment processing costs, associated with the decrease in ticket sales volume, and personnel costs.
The net cash provided by operating activities of $8.6 million for the year ended December 31, 2022, was primarily due to our net loss of $55.4 million, adjusted for non-cash charges of $86.8 million primarily driven by stock-based compensation expense and changes to our operating assets and liabilities that used $22.8 million in cash, primarily driven by timing of funds receivable.
Comparison of Years Ended December 31, 2024 and 2023 Cash Flows from Operating Activities The net cash provided by operating activities of $35.6 million for the year ended December 31, 2024, was primarily due to our net loss of $15.6 million, adjusted for non-cash charges of $91.9 million primarily driven by stock-based compensation expense and changes in our operating assets and liabilities that used $40.8 million in cash, primarily driven by refunds and chargebacks.
Net cash used in investing activities of $89.5 million for the year ended December 31, 2022 primarily consisted of $83.9 million in purchases of short-term investments Cash Flows from Financing Activities Net cash used in financing activities of $4.9 million during the year ended December 31, 2023 was primarily due to $7.3 million in taxes paid related to net share settlement of equity awards, offset by $1.3 million in proceeds from the exercise of stock options and $1.1 million in proceeds from issuance of Class A common stock under our Employee Stock Purchase Plan.
Cash Flows from Financing Activities Net cash used in financing activities of $177.5 million during the year ended December 31, 2024 was primarily due to the $120.5 million repurchase of the 2025 Notes, $49.7 million repurchase of our Class A common stock and $8.1 million in taxes paid related to net share settlement of equity awards. 48 Table of Contents Net cash used in financing activities of $4.9 million during the year ended December 31, 2023 was primarily due to $7.3 million in taxes paid related to net share settlement of equity awards, offset by $1.3 million in proceeds from the exercise of stock options.
Our fixed costs consist primarily of expenses associated with the operation and maintenance of our platform, including website hosting fees and platform infrastructure costs, amortization of capitalized software development 43 Table of Contents costs, and customer support costs.
Our fixed costs consist primarily of expenses associated with the operation and maintenance of our platform, including website hosting fees and platform infrastructure costs, amortization of capitalized software development costs and customer support costs. Cost of net revenue also includes the amortization expense related to our acquired developed technology assets.
We record reserves for estimated advance payout losses as an operating expense classified within sales, marketing and support. Assumptions and judgment. Reserves are recorded based on our assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions and current events, and actual chargeback and refund activity.
Reserves are recorded based on our assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions and current events, and actual chargeback and refund activity. Impact if actual results differ from assumptions.
As our total net revenue increases or decreases and our fixed costs are unaffected, our cost of net revenue as a percentage of net revenue will similarly fluctuate.
Processing fees are the largest component of cost of net revenue, therefore as our total net revenue increases or decreases our cost of net revenue as a percentage of net revenue will similarly fluctuate.
Net revenue excludes sales taxes and value-added taxes (VAT) and is presented net of estimated customer refunds, chargebacks and amortization of creator signing fees.
We also derive a portion of revenues from fees associated with advertising and other marketplace services. Net revenue excludes sales taxes and value-added taxes (VAT) and is presented net of estimated customer refunds, chargebacks and amortization of creator signing fees.
Other Income (Expense), Net Other income (expense), net consists primarily of foreign exchange rate remeasurement gains and losses recorded from consolidating our subsidiaries each period-end. The primary driver of our other income (expense), net is fluctuation in the value of the U.S. dollar against the local currencies of our foreign subsidiaries.
Other Income, Net Other income, net consists primarily of foreign exchange rate remeasurement gains and losses recorded from consolidating our subsidiaries each period-end.
These cash assets held for creators are directly offset by a corresponding liability to creators. During the year ended December 31, 2023 we recorded a $4.2 million increase in cash and cash equivalents primarily due to the weakening of the U.S. dollar.
During the year ended December 31, 2024 and 2023 we recorded a decrease of $6.7 million and an increases of $4.2 million, respectively, in cash and cash equivalents, primarily due to the strengthening of the U.S. dollar in 2024 and the weakening of the U.S. dollar in 2023.
Net revenue per paid ticket was $3.49 in the year ended December 31, 2023 compared to $3.00 in 2022. The increase in net revenue per paid ticket during the year was primarily driven by pricing increases implemented since January 2023.
Net revenue per paid ticket was $3.88 in the year ended December 31, 2024 compared to $3.49 in 2023. The increase in net revenue per paid ticket during the year was primarily driven by an increase in average ticket value and higher margins from marketplace revenue streams.
For information on the costs associated with the restructuring, see Note 1 - Overview and Basis of Presentation in the notes to the consolidated financial statements.
Additionally, during the year ended December 31, 2023, we incurred restructuring related costs of which $2.0 million was included in cost of net revenue. For information on the costs associated with the 2023 restructuring, see Note 1, "Overview and Basis of Presentation", in the notes to the consolidated financial statements.
The impact of the effect of exchange rate changes are primarily attributed to creator cash balances, which can serve as a natural hedge for the effect of exchange rates on accounts payable, creators presented within operating activities. 48 Table of Contents Concentrations of Credit Risk There were no customers (creators) that represented 10% or more of our accounts receivable or exceeded 10% of our net revenue balance during the years ended December 31, 2023 and 2022.
The impact of the effect of exchange rate changes are primarily attributed to creator cash balances, which can serve as a natural hedge for the effect of exchange rates on accounts payable, creators presented within operating activities.
Interest Expense Interest expense consists primarily of cash interest expense, amortization of debt discount, and issuance costs on our 2025 Notes and 2026 Notes.
Interest Expense In March 2021, we issued $212.75 million aggregate principal amount of the 2026 Notes and in June 2020, we issued $150.0 million aggregate principal amount of the 2025 Notes. Interest expense consists primarily of cash interest expense, amortization of debt discount, and issuance costs on our 2025 Notes and 2026 Notes.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Other income (expense), net $ 335 $ (3,679) $ 4,014 109 % Percentage of total net revenue — % (1) % The increase in other income during 2023 compared to 2022 was driven by a $5.8 million decrease in foreign currency rate remeasurement loss fluctuations, offset by a $1.8 million decrease in other income primarily related to a COVID-19 employee retention credit recorded during the year ended December 31, 2022.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Other income, net $ 930 $ 335 $ 595 178 % Percentage of total net revenue — % — % 46 Table of Contents The increase in other income during 2024 compared to 2023 was primarily due to a $3.9 million gain awarded from a litigation settlement in June 2024, offset by $3.1 million foreign currency rate measurement fluctuations.
The cash was held primarily to fund our foreign operations and on behalf of, and to be remitted to, creators. Collectively, our cash and cash equivalents, short term investments and funds receivable balances represent a mix of cash that belongs to us and cash that is due to creators.
Collectively, our cash and cash equivalents, restricted cash, short term investments and funds receivable balances represent a mix of cash that belongs to us and cash that is due to creators. The amounts due to creators, which was $300.2 million as of December 31, 2024, are captioned on our consolidated balance sheets as accounts payable, creators.
Upon conversion, the notes may be settled in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at our election. We believe that our existing cash, together with cash generated from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months.
We believe that our existing cash, together with cash generated from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Income tax provision $ 1,991 $ 126 $ 1,865 1480 % Percentage of total net revenue 1 % — % The provision for income taxes increased by $1.9 million in 2023 compared to 2022 and was primarily attributable to year-over-year business growth and changes in taxable earnings mix. 46 Table of Contents Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents of $489.2 million, short-term investments of $153.7 million and funds receivable of $48.8 million.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Income tax provision $ 2,159 $ 1,991 $ 168 8 % Percentage of total net revenue 1 % 1 % The increase in provision for income taxes during 2024 compared to 2023 was primarily attributable to changes in taxable earnings mix.
Our cash and cash equivalents include bank deposits, U.S. Treasury bills, and money market funds held by financial institutions. Our short-term investment portfolio, which consists of U.S. Treasury bills, is designed to preserve principal and provide liquidity.
Our short-term investment portfolio, which consists of U.S. Treasury bills, is designed to preserve principal and provide liquidity. Our funds receivable represents cash-in-transit from credit card processors that is received to our bank accounts within five business days of the underlying ticket transaction.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Interest expense $ 11,185 $ 11,269 $ (84) (1) % Percentage of total net revenue 3 % 4 % Interest expense remained relatively consistent for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Interest expense $ 8,792 $ 11,185 $ (2,393) (21) % Percentage of total net revenue 3 % 3 % The decrease in interest expense during 2024 compared 2023 was primarily due to the repurchase of $120 million aggregate principal amount of the 2025 Notes in August 2024.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Sales, marketing and support $ 74,574 $ 49,292 $ 25,282 51 % Percentage of total net revenue 23 % 19 % The increase in sales, marketing and support expenses during 2023 compared to 2022 was primarily driven by a $11.0 million increase in marketing spend associated with our consumer marketing campaigns, search engine marketing, and advertising.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Sales, marketing and support $ 92,014 $ 74,574 $ 17,440 23 % Percentage of total net revenue 28 % 23 % The increase in sales, marketing and support costs during 2024 compared to 2023 was primarily driven by changes in reserves, including a $14.1 million increase due to higher chargeback and fraud remediation costs and a $6.1 million change in our advanced payouts reserve, reflecting a prior-year release compared to a current-year increase.
For information on the costs associated with the restructuring, see Note 1 - Overview and Basis of Presentation in the notes to the consolidated financial statements. This was offset by a $3.9 million increase in capitalized internal-use software development costs related to enhancements of our platform. Sales, marketing and support.
During the year ended December 31, 2024, we incurred $1.4 million in general and administrative costs due to a reduction in force, compared to restructuring related costs of $4.9 million in 2023. For information on the costs associated with the restructuring, see Note 1, "Overview and Basis of Presentation", in the notes to the consolidated financial statements.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) General and administrative $ 91,269 $ 81,285 $ 9,984 12 % Percentage of total net revenue 28 % 31 % The increase in general and administrative expenses during 2023 compared to 2022 was primarily driven by restructuring related costs of $4.9 million, consisting of $3.3 million in severance and other employee termination benefits and $1.6 million in lease abandonment and related costs.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) General and administrative $ 70,059 $ 91,269 $ (21,210) (23) % Percentage of total net revenue 22 % 28 % The decrease in general and administrative expenses during 2024 compared to 2023 was primarily driven by decreased personnel costs, including salaries, stock-based compensation, and other costs as a result of our workforce reductions in 2024 and 2023.
Revenue from marketplace activities included $8.1 million from the launch of organizer fees in June 2023, with expansion to existing Eventbrite creators continuing throughout the six months ended December 31, 2023. Additionally, there was a $5.6 million increase in revenue from advertising services during year ended December 31, 2023, compared to December 31, 2022.
Revenue for the year ended December 31, 2024 reflects changes to organizer fees effective September 2024, including the discontinuation of the Flex plan and a reduction to Pro plan pricing. Additionally, there was a $5.2 million increase in revenue from advertising services during 2024 compared to 2023.
Interest Income Interest income consists primarily of interest earned on our cash, cash equivalents, marketable securities and amounts held on behalf of customers. 45 Table of Contents Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Interest income $ 27,495 $ 6,432 $ 21,063 327 % Percentage of total net revenue 8 % 2 % The increase in interest income during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to higher cash and investment balances and higher interest rates.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Interest income $ 25,243 $ 27,495 $ (2,252) (8) % Percentage of total net revenue 8 % 8 % The decrease in interest income during 2024 compared to 2023 was primarily due to a lower balance of short-term investments in U.S. Treasury bills.
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Net revenue $ 326,134 $ 260,927 $ 65,207 25 % The increase in net revenue during 2023 compared to 2022 was primarily driven by an increase in service fees and payment processing fees attributed to growth in our paid ticket volume, and related pricing increases implemented since January 2023 to reflect enhanced product features.
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Net revenue $ 325,068 $ 326,134 $ (1,066) — % The decrease in net revenue during 2024 compared to 2023 was primarily due to a decrease in ticketing revenue due to lower paid ticket volume.
Removed
We also derive a portion of revenues from fees associated with advertising and other marketplace services for creators to publish and promote events. In the second quarter of 2023, we launched new pricing plans and subscription packages, which may include an organizer fee to creators in order to publish an event on the Eventbrite marketplace.
Added
Our product development expenses remained generally consistent year-over-year as a percentage of net revenue.
Removed
Cost of net revenue also includes the amortization expense related to our acquired developed technology assets, which may be incurred in future periods related to future acquisitions.
Added
Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Product development $ 95,283 $ 98,294 $ (3,011) (3) % Percentage of total net revenue 29 % 30 % The decrease in product development costs during 2024 compared to 2023 was primarily driven by decreased costs associated with restructuring.
Removed
Additionally, during the year ended December 31, 2023 we incurred restructuring related costs of which $2.0 million was included in cost of net revenue. This consisted of $1.6 million in severance and other employee termination benefits and $0.4 million in lease abandonment and related costs.
Added
During the year ended December 31, 2024, we incurred $3.4 million in costs related to product development as a result of a reduction in force, compared to restructuring related costs of $6.9 million in 2023.
Removed
We expect our revenue to grow at a faster pace compared to product development expenses as we plan to continue to expand our development staff in lower cost markets.
Added
Higher employee related costs, including stock-based compensation, also contributed to the increase, partially offset by decreases in advertising spend and restructuring costs. During the year ended December 31, 2024, we incurred $0.5 million in costs related to sales, marketing, and support as a result of a reduction in force, compared to restructuring related costs of $2.6 million in 2023.
Removed
Year Ended December 31, Change 2023 2022 $ % (in thousands, except percentages) Product development $ 98,294 $ 86,346 $ 11,948 14 % Percentage of total net revenue 30 % 33 % The increase in product development costs during 2023 compared to 2022 was primarily driven by a $8.0 million increase in employee-related costs, including stock-based compensation, due to headcount growth in our product development and engineering organization as we continue to focus our investment in building the functionality, scalability and security of our platform. 44 Table of Contents Additionally, there was restructuring related costs of $6.9 million, consisting of $5.5 million in severance and other employee termination benefits and $1.4 million in lease abandonment costs.
Added
Interest Income Interest income consists primarily of interest earned on our cash, cash equivalents, marketable securities and amounts held on behalf of customers.
Removed
Additionally, there was a $6.3 million increase in employee compensation related expenses, including stock-based compensation.
Added
Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents of $416.5 million, short-term investments of $25.0 million, funds receivable of $37.6 million and restricted cash of $48.0 million. Our cash and cash equivalents include bank deposits, U.S. Treasury bills, and money market funds held by financial institutions.
Removed
We recorded a $4.4 million release to our chargebacks and refunds reserve during the year ended December 31, 2023, compared to a $7.0 million release recorded in 2022, due to the continued resolution of our advanced payout exposure, which resulted in a $2.6 million increase in expense.
Added
In 2024, the Company established a letter of credit in order to manage and mitigate potential risks related to refunds and chargebacks. This cash is classified as restricted cash on the consolidated balance sheets. As of December 31, 2024, approximately 23% of our cash was held outside of the United States.
Removed
Additionally, there was $2.6 million in restructuring related costs recorded as sales, marketing, and support, consisting of $1.5 million in severance and other employee termination benefits and $1.1 million in lease abandonment and related costs.
Added
We do not expect to incur significant taxes related to these amounts. The cash was held primarily to fund our foreign operations and on behalf of, and to be remitted to, creators.
Removed
Additional increases were driven by a $1.8 million increase in employee compensation related expenses, including stock-based compensation and a $1.7 million increase related to the release of our creator upfront reserve compared to the prior year.
Added
Upon conversion, the notes may be settled in cash, shares 47 Table of Contents of Class A common stock, or a combination of cash and shares of Class A common stock, at our election.
Removed
Our funds receivable represents cash-in-transit from credit card processors that is received to our bank accounts within five business days of the underlying ticket transaction. As of December 31, 2023, approximately 21% of our cash was held outside of the United States. We do not expect to incur significant taxes related to these amounts.
Added
During the third quarter of 2024, we entered into separately, privately negotiated Repurchases, pursuant to which we repurchased $120.0 million aggregate principal amount of the 2025 Notes. See Note 9, "Debt", for details regarding the Repurchases.
Removed
The amounts due to creators, which was $303.4 million as of December 31, 2023, are captioned on our consolidated balance sheets as accounts payable, creators. These ticketing proceeds are legally unrestricted, and beginning in the fourth quarter of 2022 we invested a portion of creator cash in high quality U.S.
Added
On March 14, 2024, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of the Company’s Class A common stock, which does not have an expiration date.
Removed
Net cash used in financing activities of $2.1 million during the year ended December 31, 2022 was primarily due to $6.6 million in taxes paid related to net share settlement of equity awards, offset by $3.1 million in proceeds from the exercise of stock options.
Added
Through December 31, 2024, we repurchased 10,201,720 shares of our Class A common stock for an aggregate amount of $50.2 million, which includes amounts accrued for the 1% excise tax as a result of the Inflation Reduction Act of 2022. As of December 31, 2024, approximately $50.0 million remained available and authorized for future repurchases.
Removed
During the year ended December 31, 2022 we recorded a decrease of $13.0 million, primarily due to the strengthening of the U.S. dollar against certain currencies.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed9 unchanged
Biggest changeInterest Rate Sensitivity We are exposed to market risk for changes in interest rates related primarily to balances of our financial instruments including cash and cash equivalents and short-term investments. As of December 31, 2023, we had cash and cash equivalents of $489.2 million and short-term investments of $153.7 million, which consisted primarily of money market funds and U.S.
Biggest changeInterest Rate Sensitivity We are exposed to market risk for changes in interest rates related primarily to balances of our financial instruments including cash and cash equivalents and short-term investments. As of December 31, 2024, we had cash and cash equivalents of $416.5 million and short-term investments of $25.0 million, which consisted primarily of money market funds and U.S.

Other EB 10-K year-over-year comparisons