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What changed in Eventbrite, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Eventbrite, Inc.'s 2024 and 2025 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 2025 report.

+283 added−378 removedSource: 10-K (2026-03-12) vs 10-K (2025-02-27)

Top changes in Eventbrite, Inc.'s 2025 10-K

283 paragraphs added · 378 removed · 187 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

22 edited+20 added−10 removed28 unchanged
Biggest changeWe 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.
Biggest changeWhen consumers come to Eventbrite, we are committed to delivering an engaging experience that feels relevant to their interests and location. We believe that investing in personalization for both recommendations, search and browse, 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.
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.
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, real life experiences and connect them with others who share their passions.
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.
We believe that brand trust and affinity arise from providing seamless access to relevant live experiences, creating an intuitive and safe ticketing experience and event management, 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.
The contents of our Corporate Responsibility Report and the websites referenced in this Annual Report on Form 10-K are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to the Corporate Responsibility Report or these websites are intended to be inactive textual references only. 4 Table of Contents
The contents of our Corporate Responsibility Report and the websites referenced in this Annual Report on Form 10-K are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to the Corporate Responsibility Report or these websites are intended to be inactive textual references only. 5 Table of Contents
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.
Our strategy to build and maintain an indispensable marketplace for live events is centered around the following priorities: 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.
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.
As we continue to evolve our platform technology, we are focused on investments in fraud protection via scalable models, 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 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.
We offer competitive compensation packages 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.
Additional Information The following filings are available through our investor relations website after we file them with the Securities and Exchange Commission (SEC): Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our Proxy Statements for our annual meetings of stockholders.
Additional Information The following filings are available through our investor relations website after we file them with the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our Proxy Statements for our annual meetings of stockholders. These filings are also available for download free of charge on our investor relations website.
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.
In 2025, Eventbrite creators hosted nearly 4.6 million free and paid events, issuing 258 million tickets on our global marketplace which resulted in over $3.0 billion dollars in gross ticket sales for the year.
By prioritizing content, personalization, and convenience on the mobile application, we seek to captivate consumers and build long-term loyalty in our marketplace.
By prioritizing content, personalization, and convenience on the mobile application, we seek to inspire consumers to attend more events as well as build long-term loyalty in our marketplace.
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.
For consumers, we seek to inspire confidence and delight throughout their journey by offering improving event relevance, enhancing customer support, and protecting against fraudulent events. For creators, we seek to build trust by delivering a best-in-class product experience, supporting demand generation as a business growth partner, and ensuring reliable and timely payouts.
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.
As of December 31, 2025, we had a total of 636 full-time employees, of which 319 were in the United States and 317 were outside the United States.
These filings are also available for download free of charge on our investor relations website. Our investor relations website is located at http://investor.eventbrite.com/. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
Our investor relations website is located at http://investor.eventbrite.com/. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC.
Competition 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.
Competition for Consumers 3 Table of Contents We believe that our competitors for consumers fall into five 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; (4) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms; and (5) emerging AI-powered and chat-based discovery interfaces that may change how consumers search for, compare, and transact for experiences, and may affect traffic patterns, conversion dynamics, and user experience expectations.
We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website.
Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website.
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 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 also continue to explore the use of artificial intelligence to improve discovery and engagement, while maintaining a trusted experience for users.
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.
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.
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.
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. Demand generation - our ability to enable creators to reach and engage broader audiences and drive ticket sales - is a significant source of audience growth for many creators.
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.
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.
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.
Our Strategy As a global live events marketplace, we seek to connect consumers with relevant live events and to enable creators to host, manage, and grow successful events by leveraging Eventbrite’s marketplace, tools, and services. We are focused on making strategic and disciplined investments that align with our long-term growth objectives and support sustainable financial performance.
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.
Our brand is not just about trust and reliability, it’s about the joy, connection, and shared moments that define great events. We continue to integrate our brand across product, sales, and marketing to ensure a cohesive experience that supports 1 Table of Contents long-term engagement and retention.
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.
We believe offering flexible payment methods reduces purchase friction and may broaden consumer access to live events. These products and investments are expected to strengthen the ease of use, performance and overall value proposition of our marketplace.
Removed
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.
Added
Merger with Bending Spoons On December 1, 2025, Eventbrite entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bending Spoons US Inc., a Delaware corporation and a wholly owned subsidiary of Bending Spoons S.p.A.
Removed
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.
Added
(“Bending Spoons”), and Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bending Spoons (“Merger Sub”), pursuant to which, among other things, Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Bending Spoons (the “Merger”).
Removed
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.
Added
The Board of Directors of the Company (the “Board”) unanimously approved the Merger and the Merger Agreement. On February 27, 2026, Eventbrite's stockholders approved the Merger. The Merger was consummated on March 10, 2026.
Removed
When consumers come to Eventbrite, we are committed to delivering an engaging experience that feels relevant to their interests and location.
Added
As a result of the Merger, each share of Eventbrite’s Class A common stock and Class B common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and converted into the right to receive $4.50 in cash, without interest and subject to applicable withholding taxes as set forth in the Merger Agreement.
Removed
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.
Added
The consolidated financial statements included in this Annual Report on Form 10-K are prepared on a standalone historical basis and do not reflect any purchase accounting or other adjustments resulting from the completed Merger.
Removed
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.
Added
On March 10, 2026, immediately following the consummation of the Merger (the “Closing”), Eventbrite notified the NYSE that the Merger had been completed and requested that trading of Eventbrite’s Class A common stock on the NYSE be suspended, and an application on Form 25 be filed with the U.S.
Removed
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.
Added
Securities and Exchange Commission (the “SEC”) to remove Eventbrite’s Class A common stock from listing on the NYSE and Eventbrite’s Class A common stock from registration under Section 12(b) of the Exchange Act.
Removed
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.
Added
Eventbrite intends to file a Form 15 with the SEC to terminate the registration of Eventbrite’s Class A common stock under Section 12(g) of the Exchange Act and suspend reporting obligations relating to Eventbrite’s Class A common stock under Sections 13 and 15(d) of the Exchange Act. Consequently, Eventbrite will cease to be a publicly traded company.
Removed
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.
Added
The foregoing summary of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K.
Removed
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.
Added
For additional information related to the Merger Agreement, please refer to the Definitive Proxy Statement on Schedule 14A filed with the SEC on January 28, 2026, as supplemented by the Current Report on Form 8-K filed with the SEC on February 13, 2026 (the "Definitive Proxy Statement").
Added
Powering creator success and growth of our ticketing business: We are focused on powering creator success by supporting acquisition, retention, and activity across our marketplace, while continuing to grow our core ticketing business. Our strategy emphasizes delivering tools that help creators operate more efficiently, reach broader audiences, and scale their events over time.
Added
We continue to offer a free tier that allows creators to publish events without upfront fees, which we believe reduces barriers to entry and supports participation across a wide range of event sizes and formats. In addition to ticketing functionality, we provide creators with tools designed to support marketing, event configuration, attendee management, and payouts.
Added
Our sales organization remains focused on supporting larger and more frequent creators with solutions intended to increase ticket sales and encourage long-term retention with the platform. Driving consumer demand through discovery: We are focused on delivering a superior search and discovery experience for consumers that recommends the right events at the right time.
Added
In 2025, we launched a refreshed brand campaign and introduced a redesigned mobile application experience that emphasizes personalization, discoverability, and real-world connection. We continued investing in the machine-learning models that power search and discovery, with a focus on delivering more relevant, localized, and personalized event recommendations as consumers browse and search for things to do.
Added
To build on this growth, we are focused on improving how we match the right event to the right person at the right time, both within our marketplace and across our distribution channels.
Added
By expanding distribution and facilitating connections between creators and prospective attendees, we seek to increase transaction volume on our marketplace and strengthen our role as a strategic partner to event organizers. In 2025, we continued to develop and enhance tools intended to support creators’ ability to manage events, reach audiences, and monetize activity on our marketplace.
Added
Eventbrite Ads continued to be offered as a solution for creators seeking to promote events and reach relevant audiences. Timed Entry, which was introduced in late 2024, saw continued adoption in 2025, particularly among creators managing session-based or multi-slot events, and provided additional functionality to help manage attendee flow.
Added
We also introduced Lineup, a tool designed for music organizers and venues that enables creators to add artist information to event listings and distribute those listings across certain third-party discovery platforms.
Added
In addition, Instant 2 Table of Contents Payouts allowed eligible creators to access ticket proceeds on demand and we have expanded payment options on our platform to include buy now, pay later (“BNPL”) solutions in select markets, enabling eligible attendees to pay for tickets in installments.
Added
The address of that website is www.sec.gov. 4 Table of Contents We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

76 edited+25 added−159 removed314 unchanged
Biggest changeIn addition, changes to third-parties’ privacy and consumer data access policies have in the past, and may in the future, negatively impact the functionality of our product. For example, Apple and other marketplaces have in the past and will likely continue to implement new privacy and security features, which may negatively impact the effectiveness of our consumer data and platform.
Biggest changeFor example, Apple and other marketplaces have in the past and will likely continue to implement new privacy and security features, which may negatively impact the effectiveness of our consumer data and platform. Such third-party changes may render our products less effective, obsolete or require us to divert engineering resources to retool our products rather than releasing new functionality.
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 (the "Bribery Act"), and other anti-corruption and anti-bribery laws in various jurisdictions, both domestic and abroad, where we conduct business.
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.
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; 7 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.
Examples of situations which have in the past and may in the future lead to unauthorized access to or an adverse impact on the availability, integrity or confidentiality of our information systems or information include, but are not limited to the following: • employees inadvertently sending financial information of one creator, consumer or employee to another creator, consumer or employee; • employee malfeasance; • creators’ failure to properly password protect their leased ticket scanning and site operations devices leaving the data available to anyone using the device; • a device stolen from an event and data access, alteration or acquisition occurring prior to our remote wiping of the data; • an employee losing their computer or mobile device or otherwise, allowing for access to our email and/or administrative access, including access to guest lists to events; • external breaches leading to the circulation of “dark web” lists of user name and password combinations openly vulnerable to attack without immediate detection; • a hack of one of our databases; • account takeovers; • a hack of a third-party service provider’s or partner’s database; and • unauthorized access to our offices or other properties.
Examples of situations which have in the past and may in the future lead to unauthorized access to or an adverse impact on the availability, integrity or confidentiality of our information systems or information include, but are not limited to the following: • employees inadvertently sending financial information of one creator, consumer or employee to another creator, consumer or employee; • employee malfeasance; • creators’ failure to properly password protect their leased ticket scanning and site operations devices leaving the data available to anyone using the device; • a device stolen from an event and data access, alteration or acquisition occurring prior to our remote wiping of the data; • an employee losing their computer or mobile device or otherwise, allowing for access to our email and/or administrative access, including access to guest lists to events; • external breaches leading to the circulation of “dark web” lists of user name and password combinations openly vulnerable to attack without immediate detection; • a hack of one of our databases; • account takeovers; • a hack of a third-party service provider’s or partner’s database; and 18 Table of Contents • unauthorized access to our offices or other properties.
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.
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.
The software underlying our platform is highly complex and we have in the past, and may in the future, detect previously undetected programming errors, failures, bugs or other vulnerabilities.
Our software is highly complex, and we have in the past, and may in the future, discover previously undetected errors, failures, bugs or other vulnerabilities. The software underlying our platform is highly complex and we have in the past, and may in the future, detect previously undetected programming errors, failures, bugs or other vulnerabilities.
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.
We expect our future quarterly and annual operating results to fluctuate as we focus on driving consumer demand and acquiring a catalog of locally relevant, high-quality events on our platform. We may need to make business 9 Table of Contents decisions that could adversely affect our operating results, such as modifications to our pricing strategy, business structure or operations.
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.
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; 28 Table of Contents • hire, train and retain employees; • respond to competitive pressures or unanticipated working capital requirements; or • pursue acquisition opportunities.
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.
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.
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.
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 8 Table of Contents security.
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.
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.
Similarly, in the United Kingdom, the Online Safety Act 2023 (the OSA) establishes an extensive regulatory framework for certain user-to-user and search services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise adversely affect our business, financial condition and results of operations.
Similarly, in the United Kingdom, the Online Safety Act 2023 (the "OSA") establishes an extensive regulatory framework for certain user-to-user and search services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise 24 Table of Contents adversely affect our business, financial condition and results of operations.
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.
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.
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.
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.
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.
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.
Illegal or improper uses of our platform may include money laundering, terrorist financing, drug trafficking, illegal online gaming, other online scams, illegal sexually oriented services, phishing and identity theft, prohibited sales of pharmaceuticals, fraudulent sale of goods or services, posting of unauthorized intellectual property, unauthorized uses of credit and debit cards or bank accounts and similar misconduct.
Illegal or improper uses of our platform may include money laundering, terrorist financing, drug trafficking, illegal online gaming, other online 12 Table of Contents scams, illegal sexually oriented services, phishing and identity theft, prohibited sales of pharmaceuticals, fraudulent sale of goods or services, posting of unauthorized intellectual property, unauthorized uses of credit and debit cards or bank accounts and similar misconduct.
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.
Since the CCPA went into 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.
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.
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.
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.
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 intellectual property rights infringement claim or a claim that results in a significant damage award.
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.
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; • 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. 21 Table of Contents Despite our experience operating internationally, any future expansion efforts into new countries may not be successful.
In addition, other large companies with large user-bases that have substantial event-related activity, such as Meta and Spotify, have products in the events space. These competitors may be better able to undertake more extensive marketing campaigns, build products and features faster than we can and/or offer their solutions and services at a discount to ours.
In addition, other large companies with large user-bases that have substantial event-related activity, such as Meta and Spotify, have products in the events space. These 20 Table of Contents competitors may be better able to undertake more extensive marketing campaigns, build products and features faster than we can and/or offer their solutions and services at a discount to ours.
To enhance our acceptance in certain international markets we have in the past adopted, and may in the future adopt, locally-preferred payment methods and integrate such payment methods into our payments system, which may increase our costs and also require us to understand and protect against unique fraud and other risks associated with these payment methods.
To enhance our acceptance in certain international markets we have in the past adopted, and may in the future adopt, locally-preferred payment methods and integrate such payment methods into our payments system, which may 19 Table of Contents increase our costs and also require us to understand and protect against unique fraud and other risks associated with these payment methods.
Fraud schemes are becoming increasingly sophisticated and common, and our ability to detect and combat fraudulent schemes may be negatively impacted by the adoption of new payment methods and new technology platforms.
Fraud schemes are becoming increasingly sophisticated and common, and our ability to detect and combat 25 Table of Contents fraudulent schemes may be negatively impacted by the adoption of new payment methods and new technology platforms.
As of December 31, 2024 and December 31, 2023, advance payouts outstanding were $101.2 million and $115.3 million, respectively. In an effort to attract a catalog of locally relevant, high-quality events to our marketplace, we make upfront payments available to qualifying creators who accept our standard or negotiated terms and conditions.
As of December 31, 2025 and December 31, 2024, advance payouts outstanding were $101.1 million and $101.2 million, respectively. In an effort to attract a catalog of locally relevant, high-quality events to our marketplace, we make upfront payments available to qualifying creators who accept our standard or negotiated terms and conditions.
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.
If we do not manage the risks of operating internationally effectively, our business, financial condition and results of operations could be harmed. In 2025 and 2024, we derived 28% and 27%, respectively, of our net revenue from outside of the United States.
Further, the use or adoption of AI Technologies into our offerings may result in exposure to claims of copyright 18 Table of Contents infringement or other intellectual property misappropriation.
Further, the use or adoption of AI Technologies into our offerings may result in exposure to claims of copyright infringement or other intellectual property misappropriation.
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.
Non-recoupable payments, net, including noncurrent balances, were $6.5 million and $7.5 million as of December 31, 2025 and 2024, respectively, and, as of December 31, 2025, these payments were being amortized over a weighted-average remaining life of 3.1 years on a straight-line basis. 10 Table of Contents Creator advances, net, including noncurrent balances, were $8.6 million and $3.4 million as of December 31, 2025 and December 31, 2024, respectively.
We assess the pricing and composition of our pricing packages based on prior experience, feedback from creators and data insights, and we periodically adjust the pricing and composition of our packages, and may periodically adjust the structure of our pricing model.
We assess our pricing models and ticket fees based on prior experience, feedback from creators and data insights, and we periodically adjust the pricing and composition of our packages, and may periodically adjust our pricing model and cost structure.
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.
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. 13 Table of Contents Enforcement of our community guidelines may negatively impact our brand, reputation and/or our financial performance.
In the event that it is difficult for creators or consumers to access and use our platform, our business and results of operations could be harmed. We rely on software and services licensed from other parties.
In the event that it is difficult for creators or consumers to access and use our platform, our business and results of operations could be harmed. We rely on software and services licensed from other parties. Defects in or the loss of software or services from third parties could increase our costs and adversely affect the quality of our service.
Our business could be disrupted if any of the software or services we license from others or functional equivalents thereof were either no longer available to us or no longer offered on commercially reasonable terms.
Components of our platform include various types of software and services licensed from unaffiliated third parties. Our business could be disrupted if any of the software or services we license from others or functional equivalents thereof were either no longer available to us or no longer offered on commercially reasonable terms.
We operate in an evolving industry which makes it difficult to evaluate our current business, future prospects, and increases the risk of your investment. Our evolving industry makes it difficult to effectively assess or forecast our future prospects. You should consider our business and prospects in light of the risks and difficulties we encounter or may encounter.
Our evolving industry makes it difficult to effectively assess or forecast our future prospects. You should consider our business and prospects in light of the risks and difficulties we encounter or may encounter.
We incurred net losses of $15.6 million and $26.5 million in the years ended December 31, 2024 and 2023, respectively, and as of December 31, 2024, we had an accumulated deficit of $831.0 million. Our net revenue was $325.1 million and $326.1 million for the years ended December 31, 2024 and 2023, respectively.
We incurred net losses of $10.5 million and $15.6 million in the years ended December 31, 2025 and 2024, respectively, and as of December 31, 2025, we had an accumulated deficit of $841.5 million. Our net revenue was $291.8 million and $325.1 million for the years ended December 31, 2025 and 2024, respectively.
Our net revenues were $325.1 million and $326.1 million for the year ended December 31, 2024 and 2023, respectively, and the net cash provided by operating activities was $35.6 million and $19.0 million for the year ended December 31, 2024 and 2023, respectively.
Our net revenues were $291.8 million and $325.1 million for the year ended December 31, 2025 and 2024, respectively, and the net cash provided by operating activities was $17.7 million and $35.6 million for the year ended December 31, 2025 and 2024, respectively.
If we or our third-party providers fail to protect information, including personal data or sensitive information about creators, consumers or employees and/or IT systems and operations against software or hardware vulnerabilities, service interruptions, data loss, ransomware, attacks or other cybersecurity incidents, we could experience a loss of creators or consumers, exposure to liability, or an adverse impact on our reputation, brand, business, financial condition or results of operations.
We may also become exposed to potential liabilities and our attention and resources may be diverted as a result of differing privacy regulations pertaining to our applications. 16 Table of Contents If we or our third-party providers fail to protect information, including personal data or sensitive information about creators, consumers or employees and/or IT systems and operations against software or hardware vulnerabilities, service interruptions, data loss, ransomware, attacks or other cybersecurity incidents, we could experience a loss of creators or consumers, exposure to liability, or an adverse impact on our reputation, brand, business, financial condition or results of operations.
Despite our experience operating internationally, any future expansion efforts into new countries may not be successful. Our international expansion has placed, and any future international growth may increasingly place, a significant strain on our management, customer service, product development, sales and marketing, administrative, financial and other resources.
Our international expansion has placed, and any future international growth may increasingly place, a significant strain on our management, customer service, product development, sales and marketing, administrative, financial and other resources.
For 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.
For 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; (iv) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms; and (v) emerging AI-powered and chat-based discovery interfaces that may change how consumers search for, compare, and transact for experiences, and may affect traffic patterns, conversion dynamics, and user experience expectations.
Although we have reserved for potential payments of possible past tax liabilities, if these liabilities exceed such reserves, our financial condition will be harmed. Our international operations subject us to potential adverse tax consequences and additional taxes.
Although we have reserved for potential payments of possible past tax liabilities, if these liabilities exceed such reserves, our financial condition will be harmed.
We outsource our cloud infrastructure to Amazon Web Services (AWS), which hosts our platform, and therefore we are vulnerable to service interruptions at AWS, which could impact the ability of creators and consumers to access our platform at any time, without interruption or degradation of performance.
We outsource our cloud infrastructure to AWS, which hosts our platform, and therefore we are vulnerable to service interruptions at AWS, which could impact the ability of creators and consumers to access our platform at any time, without interruption or degradation of performance. Our customer agreement with AWS will remain in effect until July 31, 2030.
It is currently unclear whether and how such changes to search will impact our SEO strategies and tactics. We also rely on application marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications. From time to time Apple, Google or other marketplaces make changes that make access to our products more difficult.
It is currently unclear whether and how such changes to search will impact our SEO strategies and tactics. 14 Table of Contents We also rely on application marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications.
If we were subject to a claim of infringement, regardless of the merit of the claim or our defenses, the claim could: • require costly litigation to resolve and the payment of substantial damages; • require significant management time; • cause us to enter into unfavorable royalty or license agreements; • require us to discontinue the sale of solutions through our platform; • require us to indemnify creators or third-party service providers or partners; and/or • require us to expend additional development resources to redesign our platform.
If we were subject to a claim of infringement, regardless of the merit of the claim or our defenses, the claim could: • require costly litigation to resolve and the payment of substantial damages; • require significant management time; • cause us to enter into unfavorable royalty or license agreements; • require us to discontinue the sale of solutions through our platform; • require us to indemnify creators or third-party service providers or partners; and/or • require us to expend additional development resources to redesign our platform. 23 Table of Contents Our failure to comply with the various export controls and trade and economic sanctions laws and regulations to which we are subject could subject us to liability, including civil and criminal penalties, or restrictions on sales.
If we do not continue to maintain and improve our platform or develop successful new solutions and enhancements or improve existing ones, our business, financial condition and results of operations could be harmed.
If we do not continue to maintain and improve our platform or develop successful new solutions and enhancements or improve existing ones, our business, financial condition and results of operations could be harmed. Our platform might be used for illegal or improper purposes, all of which could expose us to additional liability and harm our business.
We accept payments using a variety of methods, including credit and debit cards. As we offer new payment options to our creators and consumers, we may be subject to additional rules, regulations, compliance requirements and higher fraud losses. We rely upon third-party payment services providers to provide key aspects of these payment services.
Our platform uses payment services for ticket purchases and to make payments to event organizers. We accept payments using a variety of methods, including credit and debit cards. As we offer new payment options to our creators and consumers, we may be subject to additional rules, regulations, compliance requirements and higher fraud losses.
From time to time, we experience system interruptions caused by outages by our partners that make some or all systems or data unavailable or prevent us from efficiently providing services or fulfilling orders. For example, on February 27, 2024, we experienced an approximate 1 hour outage of our website.
From time to time, we experience system interruptions caused by outages by our partners that make some or all systems or data unavailable or prevent us from efficiently providing services or fulfilling orders.
Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property.
Litigation to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.
The occurrence of any of these events could harm our business, financial condition and results of operations. If we do not continue to maintain and improve our platform or develop successful new solutions and enhancements or improve existing ones, our business will suffer.
If we do not continue to maintain and improve our platform or develop successful new solutions and enhancements or improve existing ones, our business will suffer.
Our utilization of such payment services may be impacted by factors outside of our control, including disruptions in the payment processing industry generally.
We rely upon third-party payment services providers to provide key aspects of these payment services. Our utilization of such payment services may be impacted by factors outside of our control, including disruptions in the payment processing industry generally.
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.
Additionally, changes to our pricing model, 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 operate in an evolving industry which makes it difficult to evaluate our current business and and future prospects.
Changes in laws, rules and regulations, including in their interpretation and application, have occurred and may occur in the future, which may impact our business practices. Given the complex and constantly evolving nature of these laws and regulations, we are required to spend significant time, resources, and effort to assess their application and any compliance measures needed.
Given the complex and constantly evolving nature of these laws and regulations, we are required to spend significant time, resources, and effort to assess their application and any compliance measures needed.
In September 2024, we reverted to our original pricing model, removing upfront fees, and enabling creators to publish unlimited events of any size on Eventbrite. Creators who would like a broader set of marketing features are still able to opt into a subscription package to access our all-in-one marketing suite and enhanced customer support.
In September 2024, we reverted to our original pricing model, removing upfront fees, and enabling creators to publish unlimited events of any size on Eventbrite. Creators who would like additional email marketing capabilities are still able to opt into a subscription add-on that offers extra daily email sends.
Information and corporate information systems and security measures may be breached or adversely impacted due to the actions of outside parties, employee error or misconduct, malfeasance, a combination of these or otherwise, and, as a result, an unauthorized party may obtain access to our information systems and confidential information, including information relating to our creators and consumers.
Cybersecurity incidents expose us to legal claims or proceedings (such as class actions), remediation costs, increased costs for security measures, loss of revenue, damage to our reputation, customer loss and potential liability. 17 Table of Contents Information and corporate information systems and security measures may be breached or adversely impacted due to the actions of outside parties, employee error or misconduct, malfeasance, a combination of these or otherwise, and, as a result, an unauthorized party may obtain access to our information systems and confidential information, including information relating to our creators and consumers.
We may be subject to income or other indirect taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain.
Because of these international operations, we may be subject to adverse tax changes or interpretation, increased taxes due to increased international expansion, and tax charges due to complex intercompany agreements. We may be subject to income or other indirect taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain.
Actual or perceived failures to comply with applicable laws, regulations, standards and other requirements regarding data privacy, security and the processing of personal data could adversely affect our business, financial condition and results of operations. We receive, transmit, store and process a large volume of personal data about actual and prospective creators, consumers, employees and other individuals.
This may ultimately harm our business, financial condition and results of operations. Actual or perceived failures to comply with applicable laws, regulations, standards and other requirements regarding data privacy, security and the processing of personal data could adversely affect our business, financial condition and results of operations.
In addition, we are subject to other laws, regulations and requirements regarding the protection, security or processing of personal data, including the cross-border transfer of personal data or requirements for local storage and processing of data, including in Australia, Brazil and India.
Furthermore, because we are under the supervision of relevant data protection authorities in both the EU and the UK, we may be fined under both the EU GDPR and the UK GDPR for the same breach. 15 Table of Contents In addition, we are subject to other laws, regulations and requirements regarding the protection, security or processing of personal data, including the cross-border transfer of personal data or requirements for local storage and processing of data, including in Australia, Brazil and India.
Any noncompliance by us in relation to existing or new laws and regulations, or any alleged noncompliance, could result in reputational damage, litigation, penalties, fines, increased costs or liabilities, damages, or require us to stop offering payment services in certain markets. 27 Table of Contents For example, if we are deemed to be a money transmitter or money services business as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter and money services business differently.
For example, if we are deemed to be a money transmitter or money services business as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter and money services business differently.
While we have backup systems for certain aspects of our operations, disaster recovery planning by its nature cannot be sufficient for all eventualities.
While we have backup systems for certain aspects of our operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption.
The risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business, financial condition and results of operations could be harmed. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.
The risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business, financial condition and results of operations could be harmed.
We outsource a portion of our business operations to third-party providers located outside the United States, including the outsourcing of our customer support functions to third-party providers located in the Philippines and El Salvador. The services provided by these third-party providers include, but are not limited to, supporting critical financial functions such as creator payouts, chargeback management, and fraud identification.
The services provided by these third-party providers include, but are not limited to, supporting critical financial functions such as creator payouts, chargeback management, and fraud identification.
We generally conduct our international operations through wholly owned subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Because of these international operations, we may be subject to adverse tax changes or interpretation, increased taxes due to increased international expansion, and tax charges due to complex intercompany agreements.
Our international operations subject us to potential adverse tax consequences and additional taxes. 27 Table of Contents We generally conduct our international operations through wholly owned subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions.
We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny or if we are deemed to be a money transmitter or money services business. Additionally, the laws and regulations related to payments are subject to change, and vary across different jurisdictions in the United States and globally.
We could also be required to make changes to our business practices or 26 Table of Contents compliance programs as a result of regulatory scrutiny or if we are deemed to be a money transmitter or money services business.
For these reasons, we may not be able to utilize some portion of our NOLs even if we attain profitability.
For these reasons, we may not be able to utilize some portion of our NOLs even if we attain profitability. We may not be able to generate sufficient cash flows or raise the additional capital necessary to fund our operations or other liquidity needs.
It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as the features of our platform become more complex and the usage of our platform increases.
In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to creators. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as the features of our platform become more complex and the usage of our platform increases.
Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technology and proprietary information may increase.
Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States.
Our inability to do any of the foregoing could reduce our ability to compete successfully and could have an adverse effect on our business, financial condition and results of operations. Substantial levels of indebtedness could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.
Our inability to do any of the foregoing could reduce our ability to compete successfully and could have an adverse effect on our business, financial condition and results of operations. 29 Table of Contents Item 1B. Unresolved Staff Comments None.
Enforcement of our community guidelines may negatively impact our brand, reputation and/or our financial performance. We bring together a diverse and vibrant community of millions of people to create and discover live experiences that fuel their passions. The safety and integrity of our marketplace is of primary importance to our business.
We bring together a diverse and vibrant community of millions of people to create and discover live experiences that fuel their passions. The safety and integrity of our marketplace is of primary importance to our business. We maintain policies that outline expectations for users while they engage with our services, whether as creators, consumers or third parties.
It is our policy to enter into confidentiality and invention assignment agreements with our employees and consultants and to enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. No assurance can be given that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information.
To the extent we expand our international activities, our exposure to unauthorized copying and use of our technology and proprietary information may increase. 22 Table of Contents It is our policy to enter into confidentiality and invention assignment agreements with our employees and consultants and to enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances.
Furthermore, capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In addition, the failure of AWS cloud infrastructure or other third-party Internet service providers to meet our capacity requirements could result in interruptions or delays in access to our platform or impede our ability to scale our operations.
In addition, the failure of AWS cloud infrastructure or other third- 11 Table of Contents party Internet service providers to meet our capacity requirements could result in interruptions or delays in access to our platform or impede our ability to scale our operations. The occurrence of any of these events could harm our business, financial condition and results of operations.
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.
No assurance can be given that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions.
Responding to any investigation may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.
Responding to any investigation may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Failure to comply with payment network rules and to address the operational and compliance risks associated with our payments methods or practices could harm our business and results of operations.
Our applications may receive unfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear within marketplaces. Similarly, if problems arise in our relationships with providers of application marketplaces, traffic to our site and our user growth could be harmed.
From time to time, Apple, Google or other marketplaces make changes that make access to our products more difficult. Our applications may receive unfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear within marketplaces.
Our platform might be used for illegal or improper purposes, all of which could expose us to additional liability and harm our business. Our platform remains susceptible to potentially illegal or improper uses by creators or consumers.
Our platform remains susceptible to potentially illegal or improper uses by creators or consumers.
While this event did not have a material impact on our business, such events can reduce consumer trust in our platform.
For example, on October 19 and October 20 of 2025, Amazon Web Services (AWS) experienced an outage that lasted over 14 hours, during which time our platform was disrupted. While this event did not have a material impact on our business, such events can reduce consumer trust in our platform.
We cannot assure you that our business will generate sufficient cash flow from operations, or that we will be able to obtain financing, in an amount sufficient to fund our operations or other liquidity needs. 30 Table of Contents If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock and Class B common stock.
We cannot assure you that our business will generate sufficient cash flow from operations, or that we will be able to obtain financing, in an amount sufficient to fund our operations or other liquidity needs.
While there is reprieve for the moment, TikTok may continue to be subject to federal scrutiny. We rely on Internet search engines to drive traffic to our platform.
We rely on Internet search engines to drive traffic to our platform.
Actual results may vary from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.
Actual results may vary from our guidance and the variations may be material.
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.
As of December 31, 2025, we had cash and cash equivalents of $299.9 million, of which $253.6 million was cash held on behalf of and due to our creators.
Removed
The pricing and composition of our packages may affect our ability to attract or retain creators. Our event creators can select from different pricing packages based on the features required, service level desired and budget.
Added
Risks Related to the Merger The Merger may disrupt our business and relationships with employees and third parties and result in transaction and integration-related costs, any of which could negatively impact our business and results of operations.
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We maintain policies that outline expectations for users while they engage with our services, whether as creators, consumers or third parties.
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On December 1, 2025, we entered into the Merger Agreement with Bending Spoons and Merger Sub pursuant to which Bending Spoons agreed to acquire the Company in an all-cash transaction for $4.50 per share of our issued and outstanding Class A common stock and Class B common stock. The Merger was consummated on March 10, 2026.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Biggest changeOur management team, including our Senior Director of Information Technology & Security, is responsible for assessing and managing any potential material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external 30 Table of Contents cybersecurity consultants.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT infrastructure; • security controls intended to protect against, detect, and respond to cybersecurity threats, and a security team principally responsible for managing our (1) security controls, (2) cybersecurity risk assessment processes, and (3) response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training for our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT infrastructure; • security controls intended to protect against, detect, and respond to cybersecurity threats, and a security team principally responsible for managing our (1) security controls, (2) cybersecurity risk assessment processes, and (3) response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • annual cybersecurity awareness training for our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.
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.
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 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 any potential material risks from cybersecurity threats.
Our board of directors receives presentations on cybersecurity topics from our Senior Director of Information Technology & Security, internal security staff or external experts as part of the board of directors’ continuing education on topics that impact public companies.
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Our management team’s experience includes over 40 years of combined cybersecurity experience across architecture, engineering, operations and compliance.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock 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.
Biggest changeSecurities Authorized for Issuance Under Equity Incentive Plans See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance. 32 Table of Contents 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.
Any 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.
Any 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.
Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners of our Class A common stock represented by these record holders. Dividend Policy We have never declared nor paid any cash dividends on our capital stock.
Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners of our Class A common stock represented by these record holders.
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.
Holders of Record As of March 5, 2026, prior to the consummation of the Merger, there were 36 holders of record of our Class A common stock and 54 holders of record of our Class B common stock.
Removed
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).
Added
Our Class B common stock is not listed or traded on any stock exchange. On December 1, 2025, we entered into the Merger Agreement with Bending Spoons, pursuant to which Bending Spoons acquired Eventbrite on March 10, 2026.
Removed
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.
Added
On March 10, 2026, immediately following the Closing, we notified the NYSE that the Merger had been completed, requested that trading of our Class A common stock on the NYSE be suspended, and an application on Form 25 be filed with the SEC to remove our Class A common stock from listing on the NYSE and from registration under Section 12(b) of the Exchange Act.
Removed
Securities Authorized for Issuance Under Equity Incentive Plans See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance.
Added
As a result, trading of our Class A common stock on the NYSE was suspended before trading commenced on March 10, 2026.
Removed
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.
Added
The Company intends to file a Form 15 with the SEC to terminate the registration of our Class A common stock under Section 12(g) of the Exchange Act and suspend reporting obligations relating to our Class A common stock under Sections 13 and 15(d) of the Exchange Act.
Removed
The returns shown are based on historical results and are not intended to suggest future performance. 40 Table of Contents Item 6. [Reserved]
Added
Following the Merger, as of March 10, 2026, the Company had only one class of common stock and there was one stockholder of record. Dividend Policy We have never declared nor paid any cash dividends on our capital stock.
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The following graph compares, for the five-year period ended December 31, 2025, the total cumulative stockholder return on the Company’s Class A common stock, with the total cumulative return of the S&P 500 Index and the S&P North American Technology Index.
Added
Total cumulative stockholder return assumes $100 invested at the beginning of the period in the Company’s Class A common stock, the stocks represented in the S&P 500 Index, and the stocks represented in the S&P North American Technology Index, respectively, and reinvestment of any dividends.
Added
Historical stock price performance should not be relied upon as an indication of future stock price performance. Item 6. [Reserved] 33 Table of Contents

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, 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.
Biggest changeThe following tables set forth our consolidated results of operations data (in thousands) and such data as a percentage of net revenue for the periods presented: Consolidated Statements of Operations Year Ended December 31, 2025 2024 2023 Net revenue $ 291,843 $ 325,068 $ 326,134 Cost of net revenue 94,544 98,505 103,130 Gross profit 197,299 226,563 223,004 Operating expenses: Product development 72,577 95,283 98,294 Sales, marketing and support 81,172 92,014 74,574 General and administrative 69,644 70,059 91,269 Total operating expenses 223,393 257,356 264,137 Loss from operations (26,094) (30,793) (41,133) Interest income 14,223 25,243 27,495 Interest expense (5,508) (8,792) (11,185) Gain (loss) on debt extinguishment 5,821 (314) — Other income (expense), net 2,513 1,244 335 Loss before income taxes (9,045) (13,412) (24,488) Income tax provision 1,470 2,159 1,991 Net loss $ (10,515) $ (15,571) $ (26,479) Consolidated Statements of Operations, as a percentage of net revenue Year Ended December 31, 2025 2024 2023 Net revenue 100 % 100 % 100 % Cost of net revenue 32 30 32 Gross profit 68 70 68 Operating expenses: Product development 25 29 30 Sales, marketing and support 28 28 23 General and administrative 24 22 28 Total operating expenses 77 79 81 Loss from operations (9) (9) (13) Interest income 5 8 8 Interest expense (2) (3) (3) Gain (loss) on debt extinguishment 2 — — Other income (expense), net 1 — — Loss before income taxes (3) (4) (8) Income tax provision 1 1 1 Net loss (4) % (5) % (7) % 37 Table of Contents Comparison of the years ended December 31, 2025 and 2024 Net Revenue We currently generate revenues primarily from service fees and payment processing fees from the sale of paid tickets on our platform.
Sales, marketing and support expenses consist primarily of costs associated with our employees involved in selling and marketing our products and in public relations and communication activities, in addition to marketing programs spend. For our sales teams, this also includes commissions.
Sales, marketing and support Sales, marketing and support expenses consist primarily of costs associated with our employees involved in selling and marketing our products and in public relations and communication activities, in addition to marketing programs spend. For our sales teams, this also includes commissions.
The differences in the tax provision and benefit for the periods presented and the U.S. federal statutory rate is primarily due to foreign taxes in profitable jurisdictions and the recording of a full valuation allowance on our deferred tax assets in certain jurisdictions including the United States.
The differences in the tax provision for the periods presented and the U.S. federal statutory rate is primarily due to foreign taxes in profitable jurisdictions and the recording of a full valuation allowance on our deferred tax assets in certain jurisdictions including the United States.
Our ticketing fee structure typically consists of a flat fee and a percentage of the price of each ticket sold by a creator. Revenue is recognized when control of promised goods or services is transferred to the creator, which is when the ticket is sold for service fees and payment processing fees.
Our ticketing fee structure typically consists of a flat per ticket fee and a percentage of the price of each ticket sold by a creator. Revenue is recognized when control of promised goods or services is transferred to the creator, which is when the ticket is sold for service fees and payment processing fees.
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.
When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. 36 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, 2024 and 2023.
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, 2025 and 2024.
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.
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, 2025 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.
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.
For a discussion and comparison of the years ended December 31, 2024 and 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.
Recent Accounting Pronouncements Refer to Note 2, "Significant Accounting Policies", of our notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information. 51 Table of Contents
Recent Accounting Pronouncements Refer to Note 2, "Significant Accounting Policies", of our notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information. 47 Table of Contents
Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital spending that occurs off of the income statement or account for future contractual commitments, (ii) although depreciation and amortization are noncash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures and (iii) Adjusted EBITDA does not reflect the interest and principal required to service our indebtedness.
Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital spending that occurs off of the income statement or account for future contractual commitments, (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures and (iii) Adjusted EBITDA does not reflect the interest and principal required to service our indebtedness.
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.
The impact of the effect of exchange rate changes is 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.
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, 2024 and 2023.
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, 2025 and 2024.
Actual results could differ from those estimates and such differences could be material to our consolidated financial statements. Chargebacks and Refunds Reserve Critical estimates . The terms of our standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. We record estimates for refunds and chargebacks of our fees as contra-revenue.
Actual results could differ from those estimates and such differences could be material to our consolidated financial statements. 44 Table of Contents Chargebacks and Refunds Reserve Critical estimates . The terms of our standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. We record estimates for refunds and chargebacks of our fees as contra-revenue.
Eventbrite is subject to indirect taxes such as sales and use tax, payroll tax, value-added tax, and goods and services tax in the U.S. and certain foreign jurisdictions. The evaluation of our indirect tax reserves involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws. Assumptions and judgment.
Eventbrite is subject to indirect taxes such as sales and use tax, payroll tax, value-added tax, and goods and services tax in the U.S. and certain foreign jurisdictions. The evaluation of our indirect tax reserves involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws. 46 Table of Contents Assumptions and judgment.
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.
As of December 31, 2025, reserves relating to creator signing fees and creator advances were $1.6 million and $4.0 million, respectively. As of December 31, 2024, reserves 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.
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.
Creator signing fees (current and noncurrent portions) and creator advances are presented net of reserves on the consolidated balance sheets and were $6.5 million and $8.6 million respectively, as of December 31, 2025, and were $7.5 million and $3.4 million, respectively, as of December 31, 2024. Assumptions and judgment.
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.
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 to our operating assets and liabilities that used $40.8 million in cash, primarily driven by refunds and chargebacks.
We record estimates for losses related to chargebacks and refunds based on various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions, and actual chargeback and refund activity trends.
We record estimates for losses related to chargebacks and refunds based on various factors, including the amounts paid and outstanding to creators under the advance payout program, macroeconomic conditions, and actual chargeback and refund activity trends.
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.
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 grow and scale our business.
Adjusted EBITDA Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities.
Adjusted EBITDA Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes.
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.
Upon conversion, the 2026 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.
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.
Cash Flows Our cash flow activities were as follows for the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by (used in): Operating activities $ 17,725 $ 35,573 $ 19,018 Investing activities 21,041 123,917 (69,330) Financing activities (105,764) (177,468) (4,908) Effect of exchange rate changes on cash, cash equivalents and restricted cash 9,976 (6,691) 4,246 Net decrease in cash, cash equivalents and restricted cash $ (57,022) $ (24,669) $ (50,974) For a discussion and comparison of the years ended December 31, 2024 and 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.
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.
The table below sets forth the paid ticket volume for the periods indicated: Year Ended December 31, 2025 2024 2023 (in thousands) Paid ticket volume 78,862 83,834 93,443 Paid ticket volume change (%) (6) % (10) % 7 % Our paid ticket volume for events outside of the United States represented 41%, 40% and 40% for the years ended December 31, 2025, 2024 and 2023, respectively.
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.
During the year ended December 31, 2025 and 2024, we recorded an increase of $10.0 million and a decrease of $6.7 million, respectively, in cash, cash equivalents and restricted cash, primarily due to the weakening of the U.S. dollar in 2025 and the strengthening of the U.S. dollar in 2024.
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.
In 2025, Eventbrite creators hosted nearly 4.6 million free and paid events, issuing 258 million tickets on our global marketplace which resulted in over $3.0 billion dollars in gross ticket sales for the year.
This measure is not prepared in accordance with GAAP and has limitations as an analytical tool, and you should not consider this in isolation or as substitutes for analysis of our results of operations as reported under GAAP. You are encouraged to evaluate the adjustments and the reasons we consider them appropriate.
This measure is not prepared in accordance with GAAP and has limitations as an analytical tool, and you should not consider this in isolation or as substitutes for analysis of our results of operations as reported under GAAP.
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.
While we observed favorable chargeback trends during the period, significant judgment is required to estimate future outcomes due to evolving macroeconomic conditions, 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.
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.
We may pay in cash a portion of, all of, or an amount greater than the $10.5 million provision recorded as of December 31, 2025. In June 2020, we issued the 2025 Notes, and in March 2021, we issued the 2026 Notes.
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.
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.
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.
Collectively, our cash and cash equivalents and funds receivable balances represent a mix of cash that belongs to us and cash that is due to creators. 41 Table of Contents Amounts due to creators, which totaled $278.2 million as of December 31, 2025, are presented on our consolidated balance sheets as accounts payable, creators.
Paid Ticket Volume Paid ticket volume is measured by the number of tickets sold on our platform that generate ticketing fees. We consider paid ticket volume an important indicator of the underlying health of our ticketing business.
You are encouraged to evaluate the adjustments and the reasons we consider them appropriate. 34 Table of Contents Paid Ticket Volume Paid ticket volume is measured by the number of tickets sold on our platform that generate ticketing fees. We consider paid ticket volume an important indicator of the underlying health of our ticketing business.
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.
Impact if actual results differ from assumptions. The chargebacks and refunds reserve was $10.5 million and $10.3 million which includes reserve balances for estimated advance payout losses of $4.6 million and $5.2 million as of December 31, 2025 and 2024, respectively.
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).
We calculate Adjusted EBITDA as net loss adjusted to exclude depreciation and amortization, stock-based compensation expense, interest income, interest expense, (gain) loss on debt extinguishment, merger related costs, employer taxes related to employee equity transactions, other (income) expense, net, income tax provision, and significant and non-recurring legal matters, net of insurance recoveries.
For further information, refer to Note 1 - Overview and Basis of Presentation included in Part II, Item 8, "Notes to Consolidated Financial Statements," of this Annual Report on Form 10-K.
For further information, refer to Note 1 - Overview and Basis of Presentation included in Part II, Item 8, "Notes to Consolidated Financial Statements," of this Annual Report on Form 10-K. 35 Table of Contents (2) Merger-related costs represent professional fees and other costs directly associated with the Merger with Bending Spoons.
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.
The cash was held primarily to fund our foreign operations and on behalf of, and to be remitted to, creators.
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.
Comparison of Years Ended December 31, and 2024 Cash Flows from Operating Activities The net cash provided by operating activities of $17.7 million for the year ended December 31, 2025 was primarily due to our net loss of $10.5 million, adjusted for non-cash charges of $60.1 million primarily driven by stock-based compensation expense, and changes in our operating assets and liabilities that used $31.8 million in cash, primarily driven by timing of accounts payable to creators.
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.
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.
Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from our acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, which is straight-line.
Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, which is straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheets.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) Cost of net revenue $ 94,544 $ 98,505 $ (3,961) (4) % Percentage of total net revenue 32 % 30 % Gross margin 68 % 70 % The decrease in cost of net revenue during 2025 compared to 2024 was primarily driven by lower payment processing costs, reflecting reduced paid ticket volume on the platform during 2025.
The 2025 Notes mature on December 1, 2025 and the 2026 Notes mature on September 15, 2026. Under certain circumstances, holders may surrender their notes of a series for conversion prior to the applicable maturity date.
The 2026 Notes mature on September 15, 2026, unless earlier converted or redeemed. Under certain circumstances, holders of the 2026 Notes may surrender their notes for conversion prior to maturity.
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.
Recoverability of the asset group is measured by a comparison of the carrying amounts to the undiscounted net cash flows the asset group is expected to generate. 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.
Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheets. Goodwill is not amortized but we evaluate goodwill impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired.
Goodwill is not amortized but we evaluate goodwill impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. We evaluate the recoverability of our acquired intangible assets for potential impairment whenever events or circumstances indicate that the carrying amount of the asset group may not be recoverable.
Direct and indirect personnel costs, including stock-based compensation expense, are the most significant recurring component of operating expenses. As our total net revenue increases or decreases and to the extent our operating expenses are not equally affected, our operating expenses as a percentage of net revenue will similarly fluctuate. Product development.
As our total net revenue increases or decreases, to the extent our operating expenses are not equally affected, our operating expenses as a percentage of net revenue will similarly fluctuate. 38 Table of Contents Product development Product development expenses consist primarily of employee-related costs, which include salaries, bonuses, benefits, and stock-based compensation.
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Such valuations require us to make significant estimates and assumptions, especially with respect to intangible assets.
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) Income tax provision $ 1,470 $ 2,159 $ (689) (32) % Percentage of total net revenue 1 % 1 % The decrease in provision for income taxes during 2025 compared to 2024 was primarily attributable to changes in taxable earnings mix, as well as lower state income tax expense resulting from the application of the One Big Beautiful Bill Act (“OBBBA”) during 2025.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) Sales, marketing and support $ 81,172 $ 92,014 $ (10,842) (12) % Percentage of total net revenue 28 % 28 % The decrease in sales, marketing and support costs during 2025 compared to 2024 was primarily driven by changes in reserves, including a $10.1 million reduction in chargeback activity, reflecting the impact of fraud remediation initiatives.
Cash Flows from Investing Activities Net cash provided by investing activities of $123.9 million for the year ended December 31, 2024 primarily consisted of $269.0 million from the maturity of short-term investments, offset by $136.8 million used for the purchase of short-term investments.
Cash Flows from Investing Activities Net cash provided by investing activities of $21.0 million for the year ended December 31, 2025 primarily consisted of $25.0 million maturity of short-term investments, offset by $3.9 million in capitalized internal-use software development costs.
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.
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, 2025 2024 2023 (in thousands) Net loss (1) $ (10,515) $ (15,571) $ (26,479) Add: Depreciation and amortization 13,907 15,104 13,760 Stock-based compensation 32,509 49,688 55,056 Interest income (14,223) (25,243) (27,495) Interest expense 5,508 8,792 11,185 (Gain) loss on debt extinguishment (5,821) 314 — Merger related costs (2) 3,467 — — Employer taxes related to employee equity transactions 810 1,112 972 Other (income) expense, net (2,513) (1,244) (335) Income tax provision 1,470 2,159 1,991 Significant and non-recurring legal matters, net of insurance recoveries 737 — — Adjusted EBITDA 25,336 35,111 28,655 (1) Restructuring related costs are included in Net Loss and Adjusted EBITDA.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) Total net revenue $ 291,843 $ 325,068 $ (33,225) (10) % The decrease in net revenue during 2025 compared to 2024 was primarily driven by a $20.8 million decline in ticketing revenue, reflecting lower paid ticket volume.
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.
Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $299.9 million, funds receivable of $27.1 million, and restricted cash of $107.6 million. Our cash and cash equivalents include bank deposits and money market funds held by financial institutions.
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, 2025 2024 $ Change % Change (in thousands except percentages) Interest income $ 14,223 $ 25,243 $ (11,020) (44) % Percentage of total net revenue 5 % 8 % The decrease in interest income during 2025 compared to 2024 was primarily attributable to lower yields earned on cash and short-term investments as a result of declining interest rates, as well as a lower balance of short-term investments in U.S.
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.
Net cash provided by investing activities of $123.9 million for the year ended December 31, 2024 primarily consisted of $269.0 million maturity of short-term investments, offset by $136.8 million in purchases of short-term investments and $7.7 million in capitalized internal-use software development costs. 43 Table of Contents Cash Flows from Financing Activities Net cash used in financing activities of $105.8 million during the year ended December 31, 2025 was primarily due to $149.6 million repurchase of the 2026 Notes and repayment of the remaining 2025 Notes upon maturity and $13.9 million in taxes paid related to net share settlement of equity awards, offset by the $60.0 million issuance of the new Term Loan, 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.
Contractual Obligations and Commitments Our principal commitments consist of obligations under the 2025 Notes and 2026 Notes (including principal and coupon interest), operating leases for office space, as well as non-cancellable purchase commitments.
Contractual Obligations and Commitments Our principal commitments consist of obligations under the 2026 Notes (including principal and coupon interest) and operating leases for office space, as well as non-cancellable purchase commitments. See Note 10, "Commitments and Contingencies" to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) General and administrative $ 69,644 $ 70,059 $ (415) (1) % Percentage of total net revenue 24 % 22 % 39 Table of Contents The decrease in general and administrative expenses during 2025 compared to 2024 was primarily driven by a $5.1 million reduction in personnel costs, including stock-based compensation, reflecting a lower average headcount in 2025.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) Other income (expense), net $ 2,513 $ 1,244 $ 1,269 102 % Percentage of total net revenue 1 % — % The increase in other income during 2025 compared to 2024 was primarily due to $6.1 million in foreign currency rate measurement fluctuations.
These differences could result in impairment charges, which could have a material adverse impact on our results of operations. Stock-Based Compensation Expense Critical estimates . We estimate the fair value of stock options and certain performance-based restricted stock units granted using the Black-Scholes option pricing model and Monte Carlo valuation model, respectively.
These differences could result in impairment charges, which could have a material adverse impact on our results of operations. Stock-Based Compensation Expense Critical estimates . Stock-based compensation expense recognized in our consolidated statements of operations relates primarily to restricted stock units granted in the current and prior years.
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.
Year Ended December 31, 2025 2024 $ Change % Change (in thousands except percentages) Product development $ 72,577 $ 95,283 $ (22,706) (24) % Percentage of total net revenue 25 % 29 % The decrease in product development costs during 2025 compared to 2024 was primarily attributable to a $20.3 million reduction in personnel costs, including stock-based compensation, driven by a reduction in average headcount during 2025.
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, 2025 2024 $ Change % Change (in thousands except percentages) Interest expense $ 5,508 $ 8,792 $ (3,284) (37) % Percentage of total net revenue 2 % 3 % The decrease in interest expense during 2025 compared to 2024 was primarily driven by lower outstanding debt following our partial repurchase of our 2026 convertible senior notes and the repayment of our 2025 convertible senior notes.
As we do not have sufficient historical stock price information to meet the expected life of the stock option grants, we use a blended volatility that includes our common stock trading history and supplements the remaining historical information with the trading history from the common stock of a set of comparable publicly traded companies.
For option grants issued in 2023, we used a blended volatility approach that combined our historical stock price volatility with the historical volatility of comparable publicly traded companies, as we did not have sufficient trading history to support the expected term of those awards at that time.
Determining the grant-date fair value of equity awards using either the Black-Scholes option-pricing model or the Monte Carlo method requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.
These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.
Other Income, Net Other income, net consists primarily of foreign exchange rate remeasurement gains and losses recorded from consolidating our subsidiaries each period-end.
We recognized a gain on extinguishment of $5.8 million in connection with these repurchases during the year ended December 31, 2025. 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 terms of our standard merchant agreement obligate creators to repay us for ticket sales advanced under such circumstances. If the creator is insolvent, has spent the proceeds of the ticket sales for event-related costs, has cancelled the event, or has engaged in fraudulent activity, we may not be able to recover our advance payout losses from these events.
If a creator is insolvent, has spent the proceeds of ticket sales on event-related costs, cancels the event, or engages in fraudulent activity, we may not be able to recover those advance payout losses. Such unrecoverable amounts could equal the value of ticket sales or amounts previously settled to the creator for events that have been postponed, canceled, or disputed.
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.
Following the consummation of the Merger, our future capital requirements and liquidity are being managed by Bending Spoons. 42 Table of Contents 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.
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.
During the third quarter of 2025, we entered into privately negotiated repurchase transactions with certain holders of our outstanding 2026 Notes, pursuant to which we repurchased $125.0 million aggregate principal amount of the 2026 Notes for an aggregate cash repurchase price of $118.9 million, which included accrued and unpaid interest.
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.
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. In 2024, we established a letter of credit amounting to $48.0 million in order to manage and mitigate potential risks related to refunds and chargebacks.
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.
Although these ticketing proceeds are legally unrestricted, these amounts are not expected to be used for general operating purposes. For qualified creators, we remit ticket sales proceeds prior to the event, subject to certain limitations. Internally, we refer to these payments as advance payouts.
Income Tax Provision Income tax provision consists primarily of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business.
This increase was partially offset by the absence of a $3.9 million gain recorded in 2024 related to a litigation settlement finalized in June 2024, which did not recur in 2025. Income Tax Provision Income tax provision consists primarily of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business.
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.
The decrease in gross margin during 2025 compared to 2024 was primarily attributable to the removal of organizer fees implemented in September 2024, which impacted the higher-margin organizer fee revenue. Operating Expenses Operating expenses consist of product development, sales, marketing and support and general and administrative expenses.
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. General and administrative. General and administrative expenses consist of personnel costs, including stock-based compensation, and professional fees for finance, accounting, legal, risk, human resources and other corporate functions.
These decreases were partially offset by higher personnel-related costs, including stock-based compensation, of $3.4 million, driven by increased investment in the sales organization during 2025. General and administrative General and administrative expenses consist of personnel costs, including stock-based compensation, and professional fees for finance, accounting, legal, risk, human resources and other corporate functions.
When we provide advance payouts, we assume significant risk that the event may be cancelled, postponed, fraudulent, materially not as described or removed from our platform due to its failure to comply with our terms of service, merchant agreement or community guidelines, resulting in significant chargebacks and refund requests.
When we provide advance payouts, we assume risk that an event may be canceled, fraudulent, or materially different from what was described, resulting in significant chargebacks or refund requests. Our standard merchant agreement obligates creators to repay us for ticket sales advanced under such circumstances.
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.
Borrowings under the Term Loan bear interest at a term SOFR rate plus an applicable margin of 2.50% per annum. In March 2024, our board of directors approved a share repurchase program authorizing the purchase of up to $100.0 million of our Class A common stock.
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.
The authorization does not obligate us to repurchase any specific number of shares, has no expiration date, and may be modified, suspended, or discontinued at any time at our discretion. Through December 31, 2024, we repurchased 10,201,720 shares of our Class A common stock for an aggregate amount of approximately $50.0 million.
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.
Included within stock-based compensation was a $2.9 million cumulative catch-up adjustment related to the modification of certain equity awards. In addition, consulting fees decreased by $1.2 million in 2025 as a result of cost management initiatives. During the year ended December 31, 2024, we incurred $1.4 million in costs associated with the reduction in force implemented in that year.
Due to the nature of macroeconomic events, including but not limited to shifts in consumer behavior, inflation, and interest rate movements, there is a high degree of uncertainty around these reserves and our actual losses could be materially different from our current estimates.
Due to the influence of macroeconomic conditions—such as shifts in consumer behavior, inflation, increased labor costs, and higher interest rates—our reserve estimates are subject to uncertainty, and actual losses could differ materially from our current estimates. We will adjust our recorded reserves in future periods to reflect our best estimates of future outcomes.
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.
Treasury bills during 2025 compared to 2024. Interest Expense Interest expense consists primarily of cash interest expense, amortization of debt discount, and issuance costs on our Convertible Notes (as defined below) and Term Loan.
Removed
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.
Added
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.
Removed
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.
Added
Merger with Bending Spoons On December 1, 2025, Eventbrite entered into the Merger Agreement with Bending Spoons and Merger Sub, pursuant to which, among other things, Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Bending Spoons. The Board unanimously approved the Merger and the Merger Agreement.
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. 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeTreasury bills. The primary objective of our investment approach is to preserve capital principal and provide liquidity. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of interest rates in the United States.
Biggest changeThe primary objective of our investment approach is to preserve capital principal and provide liquidity. Borrowings under the Term Loan facility bear interest at a variable rate based on term SOFR plus an applicable margin. As the Term Loan carries a variable interest rate, our interest expense will fluctuate based on changes in market rates.
If our foreign-currency denominated assets, liabilities, revenues, or expenses increase, our results of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we do business. A 10% increase or decrease in individual currency exchange rates would not have a material impact on our consolidated results of operations. 52 Table of Contents
If our foreign-currency denominated assets, liabilities, revenues, or expenses increase, our results of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we do business. A 10% increase or decrease in individual currency exchange rates would not have a material impact on our consolidated results of operations. 48 Table of Contents
A 10% change in the level of market interest rates would not have a material effect on our business, financial conditions or results of operations. In addition, our 2025 Notes and 2026 Notes (collectively referred to as "Notes") are subject to fixed annual interest charges.
A 10% change in the level of market interest rates would not have a material effect on our business, financial conditions or results of operations. In addition, our 2026 Notes are subject to fixed annual interest charges. These 2026 Notes therefore are not exposed to financial or economic risk associated with changes in interest rates.
Interest 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.
Interest Rate Sensitivity We are exposed to market risk from changes in interest rates primarily related to our holdings of cash, cash equivalents, short-term investments, and our outstanding variable-rate Term Loan. As of December 31, 2025, we had cash and cash equivalents of $299.9 million and restricted cash of $107.6 million.
We carry the convertible senior notes at face value less unamortized issuance cost on our balance sheet, and we present the fair value for required disclosure purposes only.
However, the fair value of these 2026 Notes may fluctuate when interest rates change or can be affected when the market price of our Class A common stock fluctuates. We carry the 2026 Notes at face value less unamortized issuance cost on our balance sheet, and we present the fair value for required disclosure purposes only.
Removed
These Notes therefore are not exposed to financial or economic risk associated with changes in interest rates. However, the fair value of these Notes may fluctuate when interest rates change or can be affected when the market price of our Class A common stock fluctuates.

Other EB 10-K year-over-year comparisons