UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-K

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☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-38658

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EVENTBRITE, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________

Delaware		14-1888467
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)
95 Third Street, 2nd FloorSan Francisco, CA 94103(415) 692-7779(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Class A Common Stock, $0.00001 par value per share	EB	New York Stock Exchange LLC
Class A common stock, $0.00001 par value per share	EB	New York Stock Exchange LLC

____________________________________________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of Class A common stock on June 30, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by the New York Stock Exchange on such date was approximately $~~380~~205.59 million.

As of ~~February~~March 205, ~~2025~~2026, 7885,~~982~~077,~~413~~325 shares of the registrant's Class A common stock and 15,~~647~~638,~~029~~904 shares of the registrant's Class B common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts II and III of this report incorporate information by reference from the definitive Proxy Statement to be filed within 120 days after the end of the registrant's fiscal year ended December 31, 2024.

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EVENTBRITE, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED

DECEMBER 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business	1
Item 1A.	Risk Factors	56
Item 1B.	Unresolved Staff Comments	3730
Item 1C.	Cybersecurity	3730
Item 2.	Properties	3831
Item 3.	Legal Proceedings	3831
Item 4.	Mine Safety Disclosures	3831
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3932
Item 6.	[Reserved]	4133
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4134
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5248
Item 8.	Financial Statements and Supplementary Data	5349
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	8785
Item 9A.	Controls and Procedures	8785
Item 9B.	Other Information	8785
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	8785
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	8886
Item 11.	Executive Compensation	8889
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88107
Item 13.	Certain Relationships and Related Transactions, and Director Independence	88108
Item 14.	Principal Accountant Fees and Services	88110
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	89111
Item 16.	Form 10-K Summary	91113
Signatures		92114

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "appears," "shall," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements related to geopolitical and macroeconomic events, including their impact on us, our operations, or our future financial or operational results; our convertible senior notes; our future financial performance, including our revenue, costs of revenue and operating expenses; our anticipated growth and growth strategies and our ability to effectively manage that growth; our ability to achieve and grow profitability; changes in our business model; our ~~corporate strategy and expectations with respect to our restructuring plan; our~~ advance payout program; the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; our predictions about industry and market trends; our ability to attract and retain creators and drive consumer demand; our ability to successfully operate internationally; our ability to attract and retain employees; our ability to comply with modified or new laws and regulations applying to our business; the impact of the transaction with Bending Spoons US Inc. and our ability to realize the expected benefits of such transaction; and our ability to successfully defend litigation brought against us and the potential effect of any current litigation on our business, financial condition, results of operations or liquidity.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors, including those described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K. You should not rely upon forward-looking statements as predictions of future events.

All forward-looking statements are based on information and estimates available to Eventbrite, Inc. ("Eventbrite" or the "Company") at the time of this Annual Report on Form 10-K and are not guarantees of future performance. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.

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EXPLANATORY NOTE

On December 1, 2025, the Company 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. (“Bending Spoons”), and Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bending Spoons (“Merger Sub”). On March 10, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Bending Spoons (the “Merger”). As a result of the Merger, the Company will cease be a publicly traded company. The Company’s Class A common stock will no longer be listed on the New York Stock Exchange (the “NYSE”), and the registration of the Company’s Class A common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act") will be terminated. Unless otherwise noted, all references in this Annual Report on Form 10-K to “we,” “us,” “our,” the “Company” or “Eventbrite” refer to the Company and its business prior to the Merger. This Annual Report on Form 10-K does not reflect any changes in the Company’s business plan that may occur over time as a result of the consummated Merger and the Company becoming part of the Bending Spoons group of companies.

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SELECTED RISKS AFFECTING OUR BUSINESS

~~Investing~~The ~~in our common stock involves numerous~~ risks, ~~including the risks~~ described in “Part I, Item 1A. Risk Factors” of this Annual Report on Form 10-K, ~~any one of which~~ could materially adversely affect our business, financial condition, results of operations, and prospects. These risks include, among others, the following:

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.

•Following the Merger, our shareholders will not be able to participate in any further upside to our business.

•We may not be able to realize the expected benefits of the Merger within the expected timeframe or at all.

Risks Related to Our Business and Industry

•We have a history of losses and we may not be able to generate sufficient revenue to achieve and maintain profitability.

•Our corporate strategy may not be successful.

•Our success depends on our ability to generate and grow our paid ticket volume by attracting and retaining creators, consumers and a catalog of locally relevant, high-quality events in the regions where we operate.

•Factors adversely affecting the live event market could impact our results of operations.

•~~The~~Our pricing model and ~~composition~~cost ~~of our packages~~ may affect our ability to attract or retain creators.

•We operate in an evolving industry which makes it difficult to evaluate our current business, ~~future prospects,~~ and ~~increases~~future ~~the risk of your investment~~prospects.

•Our results vary from quarter-to-quarter and year-to-year. Our results of operations in certain financial quarters or years may not be indicative of, or comparable to, our results of operations in subsequent financial quarters or years.

•We pay recoupable advances, non-recoupable payments and/or advance payouts to certain creators. If these arrangements are insufficient to attract a catalog of locally relevant, high-quality events, do not perform as we expect or the scheduled events are fraudulent, cancelled, postponed or unsuccessful, our business, financial condition and results of operations may 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.

•Our marketing efforts to help grow our business may not be effective.

•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.

•Any significant system interruption, outages or delays could damage our reputation, result in a potential loss of creators and adversely impact our business.

•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.

•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 platform might be used for illegal or improper purposes, all of which could expose us to additional liability and harm our business.

•Our marketing efforts to help grow our business may not be effective.

•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.

•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 are incorporating generative AI into some of our products. This technology is new and developing and may present operational and reputational risks.

•Our payments system depends on third-party providers and is subject to risks that may harm our business.

•We face potential liability, expenses for legal claims and harm to our business based on the nature of the events business.

•We operate in a competitive landscape and compete with a variety of competitors to secure new and retain existing consumers and creators. If we cannot successfully compete with existing or potential competitors, our business, financial condition and results of operations will be harmed.

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•We outsource a portion of our business operations, including our customer support functions, to third-party providers outside the United States. Outsourcing these functions has significant risks, and our failure to manage these risks successfully could materially adversely affect our business, financial condition and results of operations.

•If we do not manage the risks of operating internationally effectively, our business, financial condition and results of operations could be harmed.

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•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.

•If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

•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.

•Our business is subject to a wide range of laws and regulations. Our failure to comply with those laws and regulations could harm our business.

•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.

•Failure to comply with laws and regulations related to payments could harm our business and results of operations.

•Our business may be subject to sales tax and other indirect taxes in various jurisdictions. In addition, creators may also be subject to certain taxes.

•We may not be able to generate sufficient cash flows or raise the additional capital necessary to fund our operations or other liquidity needs.

~~•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.~~4

•The market price of our Class A common stock may be volatile and may decline regardless of our operating performance.

•The dual class structure of our common stock has the effect of concentrating voting control with our directors, executive officers and their affiliates and that may depress the trading price of our Class A common stock.

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PART I

Item 1. Business

Overview

Eventbrite’s mission is to bring the world together through live experiences. Since inception, we have been at the center of the experience economy, helping transform the way people discover and organize events. Our two-sided marketplace connects millions of creators and consumers every month to share their passions, artistry, and causes through live experiences. Creators use our highly-scalable self-service ticketing and marketing tools to plan, promote, and sell tickets to their events and event seekers use our website and mobile application to discover and purchase tickets to experiences they love.

In ~~2024~~2025, Eventbrite creators hosted nearly 54.6 million free and paid events, issuing ~~270~~258 million tickets on our global marketplace which resulted in over $3.20 billion dollars in gross ticket sales for the year. 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.

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. (“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”). 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. 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. 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.

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. 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. 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.

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. 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").

Our Strategy

As a global live events marketplace, we seek to ~~provide~~connect consumers with ~~a breadth of~~ relevant, ~~local~~ live events and to enable creators to host, ~~successful~~manage, ~~events~~and ~~that~~grow ~~draw~~successful ~~upon~~events ~~access~~by toleveraging Eventbrite’s ~~consumers~~marketplace, ~~worldwide~~tools, and services. We are ~~committed~~focused toon making strategic and disciplined investments that align with our long-term growth objectives and ~~sustain~~support ~~our~~sustainable financial ~~health~~performance. 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. Our brand is not just about trust and reliability, it’s about the joy, connection, and shared moments that define great events. ToWe ~~achieve~~continue ~~this,~~to weintegrate ~~are integrating~~ our brand across product, sales, and marketing to ensure ~~every~~a ~~touchpoint~~cohesive ~~reinforces our mission. 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~~supports is the best place to discover, host, and attend events. 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.

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. 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. 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.1

~~Delivering~~Table ~~superior~~of 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 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.Contents

long-term engagement and retention. 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. 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.

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. 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. 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. 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 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.

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. When consumers come to Eventbrite, we are committed to delivering an engaging experience that feels relevant to their interests and location. We believe that ~~enhancing~~investing ~~the~~in ~~mobile~~personalization ~~application~~for ~~experience~~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.

1In 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. 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. 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.

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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. 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. By prioritizing content, personalization, and convenience on the mobile application, we seek to captivate consumers and build long-term loyalty in our marketplace.

Creator Experiences

Event creators are an integral part of the Eventbrite community and we built our platform to provide a seamless event creation process for both creators new to hosting events and for frequent creators with years of experience. 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. AsDemand generation - our ability to enable creators to reach and engage broader audiences and drive ticket sales - is a ~~meaningful~~significant source of audience growth for many creators,. weBy ~~believe~~expanding ~~that~~distribution ~~further~~and ~~enhancing~~facilitating ~~the~~connections ~~consumer~~between ~~appeal~~creators and ~~scale~~prospective ofattendees, ~~our~~we ~~marketplace~~seek ~~will~~to ~~help~~increase ustransaction ~~drive~~volume ~~more~~on ~~demand~~our marketplace and ~~ticket~~strengthen ~~sales~~our onrole ~~behalf~~as ofa ~~creators~~strategic partner to event organizers.

In ~~2024~~2025, we ~~further~~continued ~~invested~~to indevelop ~~the creator experience with our expanded free tier, powerful marketing~~ and ~~advertising~~enhance tools, ~~and~~intended ~~new~~to ~~functionalities~~support ~~that better serve~~ creators.’ Inability ~~the~~to ~~third~~manage ~~quarter of 2024~~events, wereach ~~reintroduced our expanded free tier~~audiences, ~~returning~~and tomonetize aactivity ~~model that enables creators to publish their events at no cost~~ on ~~the~~our ~~Eventbrite~~ marketplace. WeEventbrite ~~will~~Ads ~~continue~~continued to ~~provide~~be ~~creators~~offered ~~with~~as ~~powerful~~a ~~marketing~~solution ~~and~~for ~~advertising~~creators ~~tools~~seeking ~~that utilize our events marketplace~~ to ~~help~~promote ~~build anticipation before~~ events, ~~drive ticket sales,~~ and ~~engage~~reach ~~audiences~~relevant ~~for future events~~audiences. InTimed ~~2024~~Entry, wewhich was introduced ~~Timed~~in ~~Entry~~late ~~and~~2024, ~~Instant~~saw ~~Payout~~continued ~~functionalities~~adoption toin ~~better~~2025, ~~serve~~particularly ~~our~~among creators. ~~Timed~~managing ~~Entry~~session-based ~~provides~~or ~~creators~~multi-slot ~~with~~events, ~~greater~~and ~~control~~provided ~~over~~additional ~~how~~functionality ~~they~~to help manage ~~the~~attendee flow. ofWe ~~attendees~~also ~~across~~introduced ~~multiple~~Lineup, ~~same-day~~a ~~time~~tool ~~slots~~designed ~~and simplifies the end-to-end experience~~ for ~~ticketing~~music ~~these~~organizers ~~types~~and ofvenues ~~events.~~that ~~Instant Payouts~~ enables ~~qualified~~ creators to ~~withdraw~~add ~~ticket~~artist ~~sales~~information ~~proceeds~~to onevent ~~demand~~listings ~~directly from the user dashboard, giving creators faster~~ and ~~more~~distribute ~~flexible~~those ~~access~~listings toacross ~~funds~~certain ~~they~~third-party ~~often~~discovery ~~need in order to produce their events~~platforms. ~~These~~In ~~products and investments are expected to strengthen the ease of use~~addition, ~~performance~~Instant ~~and overall value proposition of our marketplace.~~

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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. 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.

Our Technology

Our marketplace operates on a global scale and our technology platform is designed to perform consistently, securely, efficiently and reliably at high volume. Our platform must support transaction quantities generated by high-demand events and peak ‘on-sale’ transaction volumes, handling millions of events each year. To strengthen our platform infrastructure, we continue to shift from a monolithic architecture to a more scalable microservices architecture. We believe the microservices infrastructure we are implementing will improve our innovation velocity and our platform's overall scalability and availability. 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 aim to provide event creators with a clear understanding of the requirements and guidelines for listing their events on Eventbrite. We are dedicated to making it easy for any user to report potential violations of our policies and we have expanded our proactive moderation capabilities. The unique nature of our self service model necessitates human involvement in content moderation, which we combine with the power of machine learning technology. Our teams regularly evaluate content on our marketplace to determine whether such content violates our terms of service, including our Community Guidelines.

Human Capital

Eventbrite is committed to bringing the world together through live experiences, and we think about working at Eventbrite as the ultimate live experience. We seek to create an engaged culture in which our employees, whom we refer to as Britelings, are motivated by helping people get together to explore their interests and pursue new passions. To fulfill our mission to become the leading live events marketplace, it is important that we attract, engage and retain talented employees. We strive to offer competitive compensation and a benefits program tailored to our employees' needs across our global locations.

As of December 31, ~~2024~~2025, we had a total of ~~748~~636 full-time employees, of which ~~356~~319 were in the United States and ~~392~~317 were outside the United States.

Compensation and Benefits Program

Our compensation program is designed to attract and reward top talent who possess the skills to drive our business forward, achieve strategic goals, and create long-term value for our shareholders. We 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.

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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. Beyond compensation, we prioritize the total wellness of our people, providing resources and programs that support their physical, mental, and financial well-being. Our benefits include comprehensive health insurance, access to certified coaches and therapists, paid time off, parental leave, retirement plans, and additional wellness perks like allowances and our BriteBreak program, a monthly designated global time off one day per month, to enhance productivity and prevent burnout.

As we have transitioned to a primarily remote workforce, we have expanded our benefits to include home office stipends and virtual engagement programs. We remain committed to fostering a highly collaborative and connected culture through both virtual and in-person employee experiences, ensuring our people stay engaged and supported no matter where they work.

Competition

The landscape of event marketplace and planning solutions is impacted by shifting needs, advancing technology, and consumer trends. We operate in a competitive landscape that provides consumers and creators with many channels to promote or engage with live experiences.

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.

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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.

Some competitors, such as Google or TikTok, are also partners we rely on for consumer reach. We leverage these commercial relationships to proactively increase our position within strategic categories and high-population metropolitan areas. We intend to differentiate through our events catalog, a highly relevant and personalized consumer product experience, and personalized event recommendations based on knowledge of event-specific browse and purchase behavior.

Competition for Creators

We believe that our competitors for creators fall into three broad groups: (1) other ticketing providers; (2) creator-developed ad hoc systems; and (3) event marketplaces with planning solutions, which are typically dedicated to a particular category of events in a limited number of geographies.

With respect to each of these competitor types, we seek to differentiate ourselves by being an event marketplace first and foremost, and by leveraging the scale of our event discovery platform to more effectively connect creators with consumer demand to help sell more tickets and fuel the success of their businesses.

Intellectual Property

Our ability to protect our intellectual property, including our technology, is an important factor in the success of our business. We rely on intellectual property laws, including trademarks, domain names, copyrights, trade secrets and patents laws, in the United States (U.S.) and abroad. We also use contractual provisions and restrictions governing access to our proprietary technology, including the use of confidentiality agreements and assignment of inventions agreements with employees, independent contractors, consultants, and companies with which we conduct business. Despite our efforts to protect our intellectual property, unauthorized parties may still copy or otherwise obtain and use our technology. See Part I, Item 1A, Risk Factors - “If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.”

Government Regulations

We are subject to a number of U.S. federal and state and foreign laws and regulations that involve matters central to our business. These laws and regulations involve privacy, data protection, intellectual property, competition, consumer protection, ticketing, payments, export taxation or other subjects. Many of the laws and regulations to which we are subject are still evolving and being tested in courts and could be interpreted in ways that could harm our business. 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.

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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.

Information about Geographic Revenue

Information about geographic revenue is set forth in Note 14 of our Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

Corporate Information

Eventbrite, Inc. was incorporated in Delaware in March 2008. Our corporate headquarters are located at 95 Third Street, 2nd Floor, San Francisco, California 94103. Our website address is www.eventbrite.com. Information contained on, or that can be accessed through, our website does not constitute part of this Annual Report on Form 10-K.

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. 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.

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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. Further corporate governance information, including our corporate governance guidelines, code of conduct and committee charters is also available on our investor relations website under the heading "Corporate Governance."

In addition, we may, from time to time, announce material business and financial information to investors using our investor relations website, filings with the SEC, press releases, public conference calls and webcasts. We use these media, including our investor relations website, to communicate with the public about our company and other issues. It is possible that the information we make available may, from time to time, be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we make available on our investor relations website. Visitors to our website can also register to receive automatic email and other notifications alerting them when new information is made available on the investor relations website.

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.

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Item 1A. Risk Factors

A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. 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.~~

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.

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.

In connection with the Merger, our current and prospective employees may experience uncertainty about their future roles with us, which may materially adversely affect our ability to attract, motivate, and retain key personnel and other employees following the Merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with us following the Merger. Accordingly, no assurance can be given that we will be able to attract and retain key employees to the same extent that we have been able to in the past.

The Merger has caused, and may continue to cause, disruptions to our business or business relationships with our existing and potential customers, suppliers, vendors, landlords, and other business partners, and this could have an adverse impact on our results of operations. Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties, or seek to negotiate changes to or alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties.

We have incurred, and expect to incur, a number of non-recurring costs associated with the Merger and combining the operations of the Company with and into Bending Spoons. It is possible that we may also incur significant costs in connection with the defense or settlement of stockholder litigation relating to the Merger, including costs associated with the indemnification obligations to our directors and officers. We continue to assess the magnitude of these costs, and additional unanticipated costs may also be incurred in connection with the Merger and integration process.

Any of the foregoing, individually or in combination, could materially and adversely affect our business, our financial condition and our results of operations.

Following the Merger, our shareholders will not be able to participate in any further upside to our business.

As a result of the Merger, each share of our Class A common stock and Class B common stock was automatically converted into the right to receive $4.50 in cash without interest and less any applicable withholding taxes as set forth in the Merger Agreement. Our shareholders will not receive any equity interests of Bending Spoons. As a result, if our business following the Merger performs well, our current shareholders will not receive any additional consideration and will therefore not receive any benefit from the future performance of our business.

We may not be able to realize the expected benefits of the Merger within the expected timeframe or at all.

The success of the Merger will depend, in part, on our ability to realize the anticipated business opportunities and growth prospects from combining our businesses with those of Bending Spoons. We may not realize these business opportunities and growth prospects on the expected timeframe, or at all. Integrating operations will be complex and will require significant efforts and expenditures. Our management may have its attention diverted while trying to integrate operations and corporate and administrative infrastructures. We may experience increased competition that limits our ability to expand our business, and we may fail to capitalize on expected business opportunities, including retaining current customers.

Achieving these expected or intended benefits will depend, in part, on our ability to integrate our business and operations with Bending Spoons’ business and operations successfully and efficiently. The integration process with Bending Spoons could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely

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affect our ability to maintain relationships with clients, vendors, partners, employees or other third parties or our ability to achieve the anticipated benefits of the Merger and could harm our financial performance.

If we are unable to successfully or timely integrate our operations and business with Bending Spoons’ business, we may be unable to realize revenue growth, synergies and other anticipated benefits resulting from the Merger, and our business and results of operations could be adversely affected.

Risks Related to Our Business and Industry

We have a history of losses and we may not be able to generate sufficient revenue to achieve and maintain profitability.

We incurred net losses of $1510.65 million and $2615.56 million in the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and as of December 31, ~~2024~~2025, we had an accumulated deficit of $~~831~~841.05 million. Our net revenue was $~~325~~291.18 million and $~~326~~325.1 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. We also expect our operating expenses to increase in future periods, and if our revenue does not increase to more than offset these anticipated increases in our operating expenses, we may not be able to achieve or maintain profitability and our business, financial condition and results of operations will be adversely affected.

You should not rely on any revenue growth of any prior quarterly or annual period as an indication of our future performance. If we are unable to maintain revenue growth and manage our expenses effectively, we will not be able to achieve and maintain profitability.

Our corporate strategy may not be successful.

Our corporate strategy is to provide consumers with a breadth of relevant, local live events and to enable creators to host successful events that draw upon access to Eventbrite’s consumers worldwide. Our strategy to build an indispensable marketplace for live events is centered around strengthening our trusted brand and delivering a superior search and discovery experience for consumers. To support this strategy, we are focusing on serving consumers with relevant live experiences, creating a ticket purchasing experience that is efficient and secure, and engaging with creators and consumers in manners that inspired continued affiliation with Eventbrite. We may not be successful in implementing this strategy, and changes to our organizational structure and priorities have in the past and may disrupt our current business and financial performance.

The success of our corporate strategy also depends on, among other things, our ability to closely manage our operating expenses, manage international operations and attract and retain senior management and other highly qualified personnel, and the success of our refocused strategy itself. We plan to remain focused on hiring for roles that will accelerate our transition to a marketplace, particularly in our event acquisition and retention functions. If we are unable to successfully execute our strategy, or if our strategy itself is not successful, our business, financial condition and results of operations may be adversely affected.

Our success depends on our ability to generate and grow our paid ticket volume by attracting and retaining creators, consumers and a catalog of locally relevant, high-quality events in the regions where we operate.

The successful execution of our strategy requires us to generate and grow our paid ticket volume by attracting and retaining new creators, retain existing creators, drive consumer demand and acquire a catalog of locally relevant, high-quality events. 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;

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•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.

If we are unable to effectively manage these risks as they occur, creators and consumers may seek other solutions and platforms and we may not be able to retain them or acquire additional creators or consumers to offset any such departures, which would harm our business, financial condition and results of operations.

Factors adversely affecting the live event market could impact our results of operations.

Eventbrite brings together event creators and consumers through live experiences. Through our highly-scalable self-service platform, we enable event creators to plan, promote and sell tickets to their events while helping connect their events to interested audiences. Through our mobile application, website and other consumer-facing interactions, we enable consumers to find experiences they love while serving as a demand generating engine for event creators. Our business is directly affected by the success of the events in our marketplace and our ability to attract and retain event creators, consumers and a catalog of locally relevant, high-quality events. Our revenue is impacted by the number and mix of events in our marketplace and the quantity and price of tickets sold to the events produced by creators and promoted in our marketplace and through distribution partners. As a global live events marketplace, our business is also subject to risks associated with the live event market in each of the countries in which we operate. Adverse trends in one or more event industries or markets could adversely affect our business. A decline in event attendance, particularly at paid events, or a reduction in the number of events listed in our marketplace may have an adverse effect on our business, financial condition and results of operations.

Our business depends on discretionary consumer spending. During periods of economic slowdown and recession, as well as other periods of economic instability or uncertainty, consumers may have less disposable income and/or reduce their discretionary spending. Global and regional macroeconomic developments, such as increased unemployment, volatility in financial and capital markets, increased interest rates, reduced access to credit and decreased liquidity, political uncertainty, the threat or imposition of substantial tariffs on imports from various countries, including China, Canada and Mexico, and armed conflicts, could negatively affect consumer and corporate spending.

In addition, the occurrence and threat of events impacting the ability to conduct live gatherings, such as public health concerns, epidemics and pandemics, wars, terrorist attacks, mass-casualty incidents or natural disasters, or loss or restriction of individuals’ rights to assemble, may deter creators from producing large events and substantially decrease or halt attendance at live events. 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

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security. These challenges may impact the creator and consumer experience and lead to fewer events by creators and as a result, may harm our business, financial condition and results of operations.

Furthermore, climate change is expected to continue to cause adverse weather conditions, increased weather variability and natural disasters to become more frequent and less predictable. Adverse weather and climate conditions could impact the number, size and success of events and disrupt our operations in any of our offices or the operations of creators, third-party providers, vendors or partners. If fewer events are held because of adverse weather and climate conditions, our business, financial condition and results of operations may be harmed. If an event is cancelled or rescheduled due to weather, consumers may expect and may be entitled to a refund, which may further harm our results of operations and those of creators.

Any adverse condition, including those described above or other disasters and catastrophic events, including wildfires, that could impact the industry in which we operate or the overall economic environment, could lead to unsatisfied consumers and require refunds or chargebacks or increase complexity and costs for creators and us, would harm our business, financial condition and results of operations.

~~The~~Our pricing model and ~~composition~~cost ~~of our packages~~ may affect our ability to attract or retain creators.

Our event creators ~~can~~publish ~~select~~their ~~from~~events ~~different~~for ~~pricing~~free, ~~packages~~and ~~based~~attendees onpay ~~the~~low ~~features~~cost ~~required,~~ticketing ~~service~~fees ~~level~~only ~~desired~~on ~~and~~paid ~~budget~~tickets. We assess ~~the~~our pricing models and ~~composition~~ticket offees ~~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 and cost structure.

In early 2023, we raised ticketing fees for the first time in five years, and we have implemented pricing increases since January 2023 to reflect enhanced product features. We plan to continue making changes to our pricing structure from time to time.

In June 2023, we introduced a new pricing model which introduced new plans, fee types and subscription packages for event creators, which may include an organizer fee to creators in order to publish an event on the Eventbrite marketplace. 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 aadditional ~~broader~~email ~~set of~~ marketing ~~features~~capabilities are still able to opt into a subscription ~~package to access our all~~add-~~in-one~~on ~~marketing~~that ~~suite~~offers ~~and~~extra ~~enhanced~~daily ~~customer~~email ~~support~~sends. Despite returning to a “free to publish” model, we may be unable to win back the business of departed creators, attract new creators or retain existing creators if we are unable to regain creators’ trust and demonstrate the value of our marketplace.

Additionally, changes to our pricing model ~~and package composition~~, or our inability to effectively or competitively price our packages and solutions, could harm our business, financial condition and results of operations and impact our ability to predict our future performance.

We operate in an evolving industry which makes it difficult to evaluate our current business, ~~future~~and ~~prospects,~~ and ~~increases~~future ~~the risk of your investment~~prospects.

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. These risks and difficulties include our ability to cost-effectively retain existing and attract new creators and consumers, drive consumer demand and acquire a catalog of locally relevant, high-quality events, maintain the quality of our technology infrastructure that can efficiently and reliably handle ticket sales and event management services globally and the deployment of new features and solutions and successfully compete with other companies that are currently in, or may enter, the ticketing and event solution space. Additional risks include our ability to effectively manage growth, responsibly use the data that creators and consumers share with us, process, store, protect and use personal data in compliance with governmental regulation, contractual obligations and other legal obligations related to privacy and security and avoid interruptions or disruptions in our service or slower than expected load times for our platform. Other risks include the ability to hire, integrate and retain world class talent at all levels of our company, continue to expand our business in markets outside the United States, and defend ourselves against litigation, regulatory, intellectual property, privacy or other claims. If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above, our business, financial condition and our results of operations will be harmed.

Our results vary from quarter-to-quarter and year-to-year. Our results of operations in certain financial quarters or years may not be indicative of, or comparable to, our results of operations in subsequent financial quarters or years.

Our quarterly and annual results of operations have fluctuated significantly due to a variety of factors, many of which are outside of our control and difficult to predict, and are impacted by gross ticket sales levels, revenue mix, ticket fee pricing and paid ticket volume. 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

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~~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. As a result, it is difficult for us to forecast the level or source of our revenue accurately.

In addition, the seasonality of our business could create cash flow management risks if we do not adequately anticipate and plan for periods of decreased activity, which could harm our business, financial condition and results of operations.

From time to time, we release earnings guidance in our earnings conference calls, earnings releases, or otherwise, regarding our expected future performance that represents our management’s estimates as of the date of the release. Such guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. 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.~~ Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this Risk Factors section in this report could result in the actual operating results being different from our guidance, and the differences may be adverse and material.

Because our results may vary significantly from quarter-to-quarter and year-to-year, our financial results for one quarter or year cannot necessarily be compared to another quarter or year and may not be indicative of our future financial performance in subsequent quarters or years. Period-to-period comparisons of our results of operations may not be meaningful, and you should not rely upon them as an indication of future performance.

We pay recoupable advances, non-recoupable payments and/or advance payouts to certain creators. If these arrangements are insufficient to attract a catalog of locally relevant, high-quality events, do not perform as we expect or the scheduled events are fraudulent, cancelled, postponed or unsuccessful, our business, financial condition and results of operations may be harmed.

We pay recoupable advances and/or non-recoupable payments to certain creators when entering into exclusive ticketing or services agreements or when we are otherwise contractually obligated to do so. We also make advance payouts to certain creators. We pay recoupable advances (also referred to as creator advances) and non-recoupable payments (also referred to as creator signing fees) to certain creators in order to incentivize them to organize certain events on our platform or obtain exclusive rights to ticket their events. Non-recoupable payments and recoupable advances (together, upfront payments) involve the provision of Eventbrite’s own capital from our operating accounts. In contrast, advance payouts involve an advance payment to creators of event proceeds from our merchant accounts prior to the completion of the events.

Upfront payments are common practice in certain segments of the ticketing industry and are typically made to a creator upon entering into or renewing a multi-year exclusive ticketing or services contract with us, or upon meeting annual contractual requirements. A creator who has received a non-recoupable payment keeps the entire upfront payment, so long as the creator complies with the terms of the creator’s contract with us, including, but not limited to, performance of an event and achievement of certain ticket sale minimums. For recoupable advances we are entitled to recoup the entire advance by withholding all or a portion of the ticket sales sold by the creator to whom the advance was previously paid until we have fully recouped the advance. A creator is generally obligated to repay all or a portion of the upfront payment to us if such creator does not comply with the terms of the contract or perform an event, although there is no guarantee that we will be able to collect such repayment. 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, refund requests and/or disputes between consumers and creators. 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 losses from these events. These losses could be many multiples of the fees we collected from such transactions. As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, advance payouts outstanding were $101.21 million and $~~115~~101.32 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. We believe that upfront payments are an important financing option for certain creators, and that failure to make upfront payments available to high-value qualified creators or in insufficiently compelling dollar amounts will put us at a competitive disadvantage to ticketing solutions that offer cash incentives more broadly and in higher amounts to newly acquired or renewing creators.

Non-recoupable payments, net, including noncurrent balances, were $76.5 million and $17.95 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and, as of December 31, ~~2024~~2025, these payments were being amortized over a weighted-average remaining life of 3.71 years on a straight-line basis.

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Creator advances, net, including noncurrent balances, were $38.46 million and $23.84 million as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

We make upfront payments based on the expectations of future ticket sales on our platform by such creators. We make the decision to make these payments based on our assessment of the past success of the creator, past event data, future events the creator is producing and other financial information. However, event performance may vary greatly from year- to- year and from event to event. If our assumptions and expectations with respect to event performance prove wrong or if a counterparty defaults or an event is not successful or is cancelled, our return on these upfront payments will not be realized and our business, financial condition and results of operations could be harmed.

Any significant system interruption, outages or delays could damage our reputation, result in a potential loss of creators and adversely impact our business.

Our ability to attract and retain creators depends on the reliable performance of our technology, including our websites, applications, information and related systems. System interruptions, slow-downs and a lack of integration and redundancy in our information systems and infrastructure may adversely affect our ability to operate our technology, handle sales for high-demand events, process and fulfill transactions, respond to creator and consumer inquiries and generally maintain cost-efficient operations.

We also rely on affiliate and third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in our systems and infrastructures, our businesses, our affiliates’ and/or third-party systems we use, or deterioration in the performance of these systems and infrastructures, could impair our ability to provide services, fulfill orders and/or process transactions. 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 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 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. In the event that our AWS service agreements are terminated, or there is a lapse of service, interruption of Internet service provider connectivity or damage to AWS facilities, we could experience interruptions in access to our platform as well as delays and additional expense in arranging new facilities and services. For example, we previously experienced interruptions in the performance of our platform because of a hardware error that AWS experienced. We may also incur significant costs for using an alternative cloud infrastructure provider or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use.

In addition, fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, natural disasters, severe weather and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time. Climate change is expected to continue to cause adverse weather conditions, increased weather variability and natural disasters to become more frequent and less predictable. Any of these events could cause system interruptions, outages, delays and loss of critical data, and could prevent us from providing services, fulfilling orders and/or processing transactions. 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.

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. Any of the above circumstances or events may harm our reputation, cause creators to stop using our platform, impair our ability to increase revenue, impair our ability to grow our business, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our business, financial condition and results of operations.

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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.

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. 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. In such an event, we may be required or may choose to expend additional resources in order to help correct the problem, which may divert engineering staff from building new solutions or product enhancements. Because creators use our platform for processes that are critical to their businesses, errors, failures or bugs in our code, or the underlying infrastructure, have resulted, and could in the future result, in creators seeking significant compensation from us for any losses they suffer and/or ceasing conducting business with us altogether. There can be no assurance that provisions typically included in our agreements with creators that attempt to limit our exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if unsuccessful, a claim brought against us by any creators would likely be time-consuming and costly to defend and could harm our business, financial condition and results of operations.

In addition, our platform relies on third-party partners for the development tool chain, managed infrastructure and platform services. These include disciplines like security, payment processing, cloud computing, data processing and storage, as well as various processes in our software development life cycle. There can be no assurance that the provisions in our agreements with our partners that attempt to limit our exposure to events like downtime, data breaches and malicious actors would fully protect us from liabilities or damages and could result in a similar impact that we called out in our software section above. Such disruptions in our vendor supply chain would be time-consuming and costly for multiple departments, especially engineering, and result in delays in our product delivery and business strategy.

Further, we have continued to build complex code to evolve our product offerings. We are investing resources to reduce the complexity of the code underlying our software, and as a result, some of our engineering talent has been diverted from building new solutions or product enhancements. If our efforts to reduce the complexity of our code do not result in the improvement of our platform or if the diversion of our engineering staff prevents us from developing successful new solutions and enhancements, our business, financial conditions 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 will suffer.

Our ability to attract and retain creators and consumers depends in large part on our ability to provide a user-friendly, safe and effective platform, develop, improve and maintain our platform and introduce compelling new solutions and enhancements. Our industry is characterized by rapidly changing technology (including artificial intelligence (AI)), new service and product introductions and changing demands of creators and consumers. We spend substantial time and resources understanding creators’ needs and responding to them and on driving consumer demand on our platform.

Our corporate strategy is focused on providing consumers with a breadth of relevant, local live event options and to enable creators to host successful events that draw upon access to Eventbrite’s consumers worldwide. Building new solutions is costly and complex, and the timetable for commercial release is difficult to predict and may vary from our historical experience.

In addition, after development, creators or consumers may not be satisfied with our new solutions or enhancements and may perceive that the new solutions or enhancements do not adequately meet their needs. The success of any new solution or enhancement to our platform depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with our platform, creator and consumer awareness, efficacy and overall market acceptance and adoption. 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.

Our platform remains susceptible to potentially illegal or improper uses by creators or consumers. 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. Creators may also encourage, promote, facilitate or instruct others to engage in illegal activities. Despite measures we have taken to detect and lessen the risk of this kind of conduct, we cannot guarantee that these measures will stop all illegal or improper uses of our platform and such uses have occurred in the past. Our business could be harmed if creators use our system for illegal or improper purposes, which may expose us to liability. At the same time, if the measures we have taken to guard against these activities are too restrictive and inadvertently screen proper transactions, or if we are unable to apply and communicate these measures fairly and transparently, or we are perceived to have failed to do so, this could diminish the experience of creators and consumers, which could harm our business, financial condition and results of operations.

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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. Creators may also encourage, promote, facilitate or instruct others to engage in illegal activities. Despite measures we have taken to detect and lessen the risk of this kind of conduct, we cannot guarantee that these measures will stop all illegal or improper uses of our platform and such uses have occurred in the past. Our business could be harmed if creators use our system for illegal or improper purposes, which may expose us to liability. At the same time, if the measures we have taken to guard against these activities are too restrictive and inadvertently screen proper transactions, or if we are unable to apply and communicate these measures fairly and transparently, or we are perceived to have failed to do so, this could diminish the experience of creators and consumers, which could harm our business, financial condition and results of operations.

Further, at times we experience fraudulent activity on our platform, including fake events in which a person sells tickets to an event but does not intend to hold an event or fulfill the ticket, email spam being sent through our platform, a third-party taking over the account of a creator to receive payments owed to such creator or orders placed with fraudulent or stolen credit card data and other erroneous transmissions. Although we have measures in place to detect and reduce the occurrence of fraudulent activity on our platform, those measures are not always effective. These measures must be continually improved and may not be effective against evolving methods of fraud or in connection with new platform offerings. If we cannot adequately control the risk of fraudulent activity on our platform, it could harm our business, financial condition and results of operations.

Our marketing efforts to help grow our business may not be effective.

Maintaining and promoting awareness of our marketplace and services is important to our ability to attract and retain creators and consumers. One of the key parts of our strategy is to build a consumer brand that brings consumers to Eventbrite and create more habitual consumers by positioning ourselves as the destination to help people disrupt their old routine and make life more eventful. As we focus on engaging consumers to scale our platform, we plan to continue to increase our marketing spend to help drive consumer demand. We may also need to increase our marketing spend in response to increased spend on marketing from our competitors.

We invest in brand and performance advertising through various channels, including search engine optimization (SEO), search engine marketing, affiliate marketing and display marketing, as well as social media, email marketing and digital video advertising. Prominently displaying listings in response to key search terms is a critical factor for attracting creators and consumers to our platform, and we face increased costs for relevant keywords, including our brand name, due to competitive bidding. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, alter analytics or SEO data available to us or make other changes to the way results are displayed, which can negatively affect the placement of links to our platform and reduce the number of visits or otherwise negatively impact our marketing efforts. In addition, search engines, social networks and other third parties typically require compliance with their policies and procedures, which may be subject to change or new interpretation with limited ability to negotiate, which could negatively impact our marketing capabilities (including marketing services for creators).

Further, the growing use of online ad-blocking software and technological changes to browsers and mobile operating systems that, for example, limit access to usage information for platforms like Eventbrite, impact the effectiveness of, or our visibility and insights into, our marketing efforts. As a result, we may fail to bring more consumers, or fail to increase the frequency of visits to our platform. In addition, ongoing legal and regulatory changes in the data privacy sphere in U.S. states and countries throughout the world – and the interpretation of these laws by major search, social and operating system providers – may impact the scope and effectiveness of marketing and advertising services generally, including those used on our platforms. 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. These developments could result in online tracking methods and our marketing efforts becoming significantly less effective. Similarly, our vendors, particularly those providing advertising and analytics products and services have, and may continue to, modify their products and services based on legal and technical changes relating to privacy in ways that could reduce the efficiency of our marketing efforts and our access to data about use of our platforms. Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of consumers, increase our costs, and limit our ability to attract and retain creators and consumers on cost-effective terms. As a result, our business, financial condition and results of operations could be adversely affected.

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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. These developments could result in online tracking methods and our marketing efforts becoming significantly less effective. Similarly, our vendors, particularly those providing advertising and analytics products and services have, and may continue to, modify their products and services based on legal and technical changes relating to privacy in ways that could reduce the efficiency of our marketing efforts and our access to data about use of our platforms. Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of consumers, increase our costs, and limit our ability to attract and retain creators and consumers on cost-effective terms. As a result, our business, financial condition and results of operations could be adversely affected.

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.

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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 maintain policies that outline expectations for users while they engage with our services, whether as creators, consumers or third parties. We prohibit a range of content on our platform, including, but not limited to: sexually explicit content; illegal content or illegal activities; hateful, dangerous or violent content or events; content that contains or promotes misinformation; and events that sell, distribute or transfer weapons and firearms.

We seek to enforce these community guidelines in order to uphold the safety and integrity of our marketplace, engender trust in the use of our services, ensure that everyone can gather and celebrate in an environment based in respect and dignity and encourage positive connections among members of our communities. We strive to enforce these policies in a consistent and principled manner that is transparent and explicable to stakeholders. However, even with a principled and objective approach, policy enforcement is a combination of human and technological review and is subject to error. For example, at times creators use or attempt to use our platform for events related to illegal activity and extremist groups. These events may cause negative publicity and harm our reputation and brand. In addition, policy enforcement may be subject to different, inconsistent or conflicting regional consensus or regulatory standards in different jurisdictions, or it could be perceived to be arbitrary, unclear or inconsistent. Shortcomings and errors in our ability to enforce our policies across our marketplace could lead to negative public perception, distrust from our creators and consumers, or lack of confidence in the use of our services, and could negatively impact our reputation and our brand and our business, financial condition and results of operations could be adversely affected.

In addition, certain creators or consumers may not agree with our decision to restrict certain creators from using our platform, the removal of certain events or the promotion of certain events on our platform. Some creators may not have, or are perceived not to have, legal and ethical business practices. Furthermore, creators use our platform for events that represent a variety of views, activities and interests, some of which many other creators or consumers do not agree with or find offensive. If our platform is associated with illegal or offensive activity or creators and consumers disagree with our decision to restrict certain creators or events, our reputation and brand may be harmed, our ability to attract and retain creators and consumers may be adversely impacted and our business, financial condition and results of operations could be adversely affected.

We generate a portion of our revenue from advertising. The loss of creator marketers, or reduction in spending by creator marketers, could result in a potential loss of consumers and adversely impact our business.

We have limited experience and operating history offering advertising services on our platform and our advertising revenue may not grow as we expect. Our ability to generate advertising revenue is subject to various risks and will depend on a number of factors, including our ability to attract and retain creators willing to advertise on our platform, the quantity and quality of ads shown to our consumers, the cost of advertising, the return on ad spend, our ability to compete effectively for advertising spend and our ability to demonstrate the value of our ads to creator marketers.

We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business, financial condition and results of operations.

Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing

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ability to identify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization. Each of our employees could terminate his or her relationship with us at any time. The loss of any member of our senior management team or key personnel might significantly delay or prevent the achievement of our business objectives and could harm our business and our relationships. Competition in our industry for qualified employees is intense.

To execute on our business strategy, we must attract and retain highly qualified personnel. We have had difficulty filling certain open positions in the past. In the third quarter of 2024, we implemented a reduction in force that eliminated approximately 11% of our workforce, and this action may hurt our employer brand and make it more difficult to hire employees in the future. We face significant competition for personnel, specifically for engineers experienced in designing and developing cloud-based platform products.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and we have had to offer, and believe we will need to continue to offer, increasingly competitive compensation and benefits packages. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees, and some of our existing employees have option awards that are priced at below our current stock price. Further, we may need to increase our employee compensation levels in response to competition, labor market conditions, rising inflation or labor shortages, which would increase our operating expenses and reduce our margins. We may not be able to hire new employees quickly enough to meet our needs, including as a result of labor market shortages. New hires require training and take time before they achieve full productivity and may not become as productive as we expect. This may be more difficult given our shift to a flexible work from home model. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency and ability to meet forecasts, as well as our employee morale, productivity and retention, could suffer, which may harm our business, financial condition and results of operations.

Our global workforce works primarily remotely, which may impact our corporate culture and result in operational challenges or tax implications that may harm our business, financial condition and results of operations.

We believe that our corporate culture has been an important contributor to our success, which we believe fosters innovation, teamwork and passion for creators and our transition to a global marketplace. As of December 31, 2024, 66.2% of our development roles were located outside the United States, and nearly all of our customer support and operations roles were transitioned to third-party vendors outside the United States, both of which involve risks related to difficulties in managing and staffing international operations and differences in employee norms. Further, we may face challenges in integrating new employees or any acquired companies into our corporate culture. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, maintain our performance or execute on our business strategy, which may harm our business, results of operations and financial condition.

In addition, our remote-first work environment (and remote and hybrid working arrangements at many third-party providers) subjects us to operational challenges and risks. We face increased cybersecurity risks due to our reliance on Internet technology and the number of our employees who are working remotely, which creates challenges associated with managing remote computing assets and may create additional opportunities for threat actors to exploit vulnerabilities present in many non-corporate and home networks. Remote working may also result in other information technology, privacy and fraud risks. Allowing members of our workforce to work remotely may create intellectual property risks if employees create intellectual property on our behalf while residing in a jurisdiction with unenforced or uncertain intellectual property laws. We are also exposed to risks associated with the locations of remote workers, including compliance with local laws and regulations or exposure to compromised Internet infrastructure. Further, if employees fail to inform us of changes in their work location, we may be exposed to additional risks without our knowledge.

Our remote-first work environment also presents significant challenges to maintaining compliance with country and state requirements such as employee income tax withholding, the recording of reserves to cover withholding corrections or penalties, remittance and reporting, payroll registration and workers’ compensation insurance. Any of these operational challenges or tax implications resulting from our remote-first policy may harm our business, financial condition and results of operations.

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.

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platform, our business, financial condition and results of operations. In such an event, we may be required or may choose to expend additional resources in order to help correct the problem, which may divert engineering staff from building new solutions or product enhancements. Because creators use our platform for processes that are critical to their businesses, errors, failures or bugs in our code, or the underlying infrastructure, have resulted, and could in the future result, in creators seeking significant compensation from us for any losses they suffer and/or ceasing conducting business with us altogether. There can be no assurance that provisions typically included in our agreements with creators that attempt to limit our exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if unsuccessful, a claim brought against us by any creators would likely be time-consuming and costly to defend and could harm our business, financial condition and results of operations.

Any significant system interruption, outages or delays could damage our reputation, result in a potential loss of creators and adversely impact our business.

We also rely on affiliate and third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in our systems and infrastructures, our businesses, our affiliates’ and/or third-party systems we use, or deterioration in the performance of these systems and infrastructures, could impair our ability to provide services, fulfill orders and/or process transactions. 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. While this event did not have a material impact on our business, such events can reduce consumer trust in our platform.

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. Our customer agreement with AWS will remain in effect until July 31, 2025, and we are currently in negotiations with AWS to extend our contract with them. In the event that our AWS service agreements are terminated, or there is a lapse of service, interruption of Internet service provider connectivity or damage to AWS facilities, we could experience interruptions in access to our platform as well as delays and additional expense in arranging new facilities and services. For example, we previously experienced interruptions in the performance of our platform because of a hardware error that AWS experienced. We may also incur significant costs for using an alternative cloud infrastructure provider or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use.

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Our platform and solutions are accessed by a large number of creators and consumers often at the same time. As we continue to expand the volume of creators and consumers using the platform and the solutions available to those creators and consumers, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. 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. 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.

Some creators rely on our third-party distribution partners, such as Meta, Bandsintown and TikTok to connect with and attract consumers and we depend on this network of distribution partners to reach consumers.

Our platform enables the sale and distribution of event tickets through select third-party platforms, such as Meta, Bandsintown and TikTok. Creators are able to publicize their events and sell tickets through these third-party platforms, and these distribution partnerships enable consumers to discover Eventbrite events on other platforms where they spend time. This dynamic enables creators to reach more consumers and makes our platform more appealing to creators looking to grow their audiences. These third-party distribution partners have in the past, and may in the future, terminate their relationship with us, fail to maintain integrations, limit certain integration functionality, change their treatment of our services, restrict access to their platform by creators or consumers, or change their algorithms or consumer experience at any time, thereby impacting the business performance of Eventbrite and its creators. For example, in late 2023, Meta discontinued its Facebook native ticketing product. This means that consumers are no longer able to buy tickets to Eventbrite events directly on Facebook, rather they can continue buying Eventbrite tickets through a clickout experience. If any such third-party services become incompatible with our platform or the use of our platform and solutions on such third-party platforms are restricted in the future, our business may be harmed.

In addition, to the extent that Google, or other leading large technology companies that have a significant presence in our key markets disintermediate ticketing or event management providers, whether by offering their own comprehensive event-focused or shopping capabilities, or by referring leads to suppliers, other favored partners or themselves directly, there could be harm to our business, financial condition and results of operations.

Further, our partners, some of whom are large technology companies, may be subject to federal regulation in the United States, which may restrict consumer access to our integrations and harm our business. TikTok, for example, was banned in the

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United States and reinstated shortly thereafter in January 2025. 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. Changes in Internet search engine algorithms and dynamics, our search engine visibility and rankings, search engine disintermediation, changes in marketplace rules or changes in privacy and consumer data access could have a negative impact on traffic on our platform or functionality of our product and ultimately, our business, financial condition and results of operations.

We rely heavily on Internet search engines, such as Google, to generate traffic to our websites, principally through free or organic searches. The ranking and display of our search results can be affected by a number of factors, many of which are not in our control. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in organic search query results. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our partners and we are unable to quickly and efficiently adapt to the algorithm changes, our business, financial condition and results of operations would be harmed. Furthermore, our failure to successfully manage SEO could result in a substantial decrease in traffic to our websites, as well as increased costs if we were to replace free traffic with paid traffic, which may harm our business, financial condition and results of operations. Our competitors’ SEO efforts may be more successful than ours, which may result in their platforms receiving a higher search result ranking than ours. In the event any of the Internet search engines launches its own event-focused product, the prominence of our platform in organic search results for event-related terms may be reduced, and our SEO results and ticket sales may be adversely affected. Further, the new and evolving AI search landscape will likely impact how consumers search for information. 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. 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.14

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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. 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.

In 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. 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. 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.

We receive, transmit, store and process a large volume of personal data about actual and prospective creators, consumers, employees and other individuals. As we shift our strategy to creating an indispensable two-sided marketplace for live events that focuses on driving consumer demand and acquiring highly popular events, we expect to receive, transmit, store and process more and new types of personal data. Numerous federal, state and international laws, rules, regulations, standards and other requirements address privacy, data protection and the collection, storing, sharing, use, disclosure, protection and other processing of personal data. These requirements, and their application, interpretation and amendment are continually evolving and compliance requirements continue to expand.

In the United States, numerous states have adopted new or modified data privacy and security laws that apply to companies like ours. For example, the California Consumer Privacy Act ("CCPA") establishes a privacy framework for covered businesses such as ours and has required, and will likely continue to require, us to modify our data processing practices and policies and incur compliance related costs and expenses. Among other things, the CCPA provides certain rights to California residents, such as the right to opt out of certain sales or transfers of personal information (including for cross-context behavioral advertising) and requires specific disclosures to California residents about data collection, use and disclosure practices. The CCPA provides for potentially severe statutory penalties, and a private right of action for certain data breaches. It also created a new California data protection agency specifically tasked to enforce the law, which has resulted in increased regulatory scrutiny of companies doing business in California in the areas of data protection and security. The enactment of the CCPA has prompted a wave of similar legislative developments in other states in the United States, which creates a patchwork of overlapping but different state laws and conflicting requirements that make compliance challenging. 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.

14Furthermore, the Federal Trade Commission ("FTC") and many state regulators continue to enforce a variety of data privacy and security issues, such as promises made in privacy policies, failures to take appropriate steps to keep personal information secure, or unfair processing of sensitive personal information, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.

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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.

Furthermore, the Federal Trade Commission (FTC) and many state regulators continue to enforce a variety of data privacy and security issues, such as promises made in privacy policies, failures to take appropriate steps to keep personal information secure, or unfair processing of sensitive personal information, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.

Moreover, we send marketing messages via email and are subject to the CAN-SPAM Act. The CAN-SPAM Act imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs promptly). While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act, any violations could result in the FTC seeking civil penalties against us.

Outside the United States, personal data is increasingly subject to regulation in numerous jurisdictions in which we operate, and the requirements can be more restrictive and rigorous than those in the United States. In particular, we are subject to data protection laws in Europe including the General Data Protection Regulation 2016/679 (GDPR) and the United Kingdom General Data Protection Regulation and Data Protection Act of 2018 ("UK GDPR", and collectively referred to as "GDPR"), which impose stringent data protection obligations for processors and controllers of personal data with the risk of enforcement action, civil claims (including class actions), significant penalties (up to the greater of €20 million/£17.5 million or 4% of global turnover) or requirements for us to cease or change how we process personal data and conduct our business. 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.

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. Other changes in laws, regulations and other requirements associated with the enhanced protection of certain types of personal data, such as data relating to minors, consumer health data or other sensitive information, could greatly increase the cost and complexity of providing our products and services, require significant changes to our operations or even prevent us from offering certain services in jurisdictions in which we operate.

The GDPR regulates cross-border transfers of personal data out of the European Economic Area (EEA) and the UK. Case law from the Court of Justice of the European Union (CJEU) states that reliance on standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism) alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country. We currently rely on the EU standard contractual clauses, UK Addendum to the EU standard contractual clauses and the UK International Data Transfer Agreement, as relevant, to transfer personal data outside the EEA and the UK with respect to both intragroup and third party transfers. However, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. In particular, we expect international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. As regulatory guidance and the enforcement landscape develops, we could suffer additional costs, complaints and/or regulatory investigations or fines, or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our business, financial condition and results of operations.

We and our third-party providers are also subject to evolving laws, including in Europe, relating to cookies, tracking technologies and e-marketing. Recent litigation, decisions and guidance are driving increased attention to cookies, tracking technologies and online advertising. In addition, there has been a noticeable increase in class actions in the United States where plaintiffs have utilized a variety of laws, including state wiretapping laws, in relation to the use of cookies and other tracking technologies. Any changes to laws relating to cookies, tracking technologies and e-marketing or the interpretation of relevant laws, including if the trend of increased enforcement by European regulators of the strict approach to consent for the placement of non-essential cookies and tracking technologies in recent guidance and decisions continues, could disrupt and harm our business.

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~~lead~~In ~~to an erosion of trust~~addition, ~~result~~we inare asubject ~~loss~~to ofother ~~creators or consumers~~laws, ~~inhibit~~regulations ~~sales,~~and ~~discourage~~requirements ~~potential~~regarding ~~creators~~the ~~and~~protection, ~~consumers~~security ~~from~~or ~~trying~~processing ~~our~~of ~~platform,~~personal ~~result in fines~~data, ~~lawsuits (~~including ~~class~~the ~~actions)~~cross-border ~~and~~transfer ~~other~~of ~~claims~~personal ~~and~~data ~~penalties,~~ or ~~require~~requirements usfor tolocal ~~fundamentally~~storage ~~change our business activities~~ and ~~practices~~processing orof ~~modify our products~~data, ~~any~~including ofin ~~which could harm our business~~Australia, ~~financial~~Brazil ~~condition~~ and ~~results of operations~~India. InOther ~~addition, given the breadth and depth of~~ changes in ~~data protection obligations, ongoing compliance with evolving interpretations of applicable U.S. state data protection and privacy~~ laws, ~~the~~regulations ~~GDPR~~ and other ~~laws and~~ requirements ~~requires~~associated ~~time~~with ~~and~~the ~~resources~~enhanced ~~and~~protection aof ~~review~~certain types of ~~the~~personal ~~technology~~data, ~~and~~such ~~systems~~as ~~currently~~data inrelating ~~use~~to ~~against~~minors, ~~such~~consumer ~~requirements.~~health Indata ~~addition~~or toother ~~government~~sensitive ~~regulation~~information, ~~privacy~~could ~~advocacy~~greatly increase the cost and ~~industry~~complexity ~~groups~~of ~~may~~providing ~~propose~~our ~~new~~products and ~~different~~services, ~~self-regulatory~~require ~~standards~~significant ~~that~~changes ~~either~~to ~~legally~~our operations or ~~contractually~~even ~~apply~~prevent to us, ~~and~~from ~~complying~~offering ~~with~~certain ~~such~~services ~~regulatory~~in ~~standards~~jurisdictions ~~could result~~ in ~~additional~~which ~~costs~~we operate.

The GDPR regulates cross-border transfers of personal data out of the European Economic Area ("EEA") and the UK. Case law from the Court of Justice of the European Union ("CJEU") states that reliance on standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism) alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country. We currently rely on the EU standard contractual clauses, UK Addendum to the EU standard contractual clauses and the UK International Data Transfer Agreement, as relevant, to transfer personal data outside the EEA and the UK with respect to both intragroup and third party transfers. However, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. In particular, we expect international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. As regulatory guidance and the enforcement landscape develops, we could suffer additional costs, complaints and/or regulatory investigations or fines, or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our business, financial condition and results of operations.

The interpretation and application of many privacy, data protection, consumer protection and e-marketing laws are, and will likely remain, uncertain, and these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features. 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. In addition, given the breadth and depth of changes in data protection obligations, ongoing compliance with evolving interpretations of applicable U.S. state data protection and privacy laws, the GDPR and other laws and requirements requires time and resources and a review of the technology and systems currently in use against such requirements. In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us, and complying with such regulatory standards could result in additional costs.

Our acquisition strategy to date, and going forward, often results in the winding down of the acquired platforms over a lengthy period of time while the existing creators migrate to our platform. The focus often shifts away from these legacy platforms to meeting the needs of migrated creators on our platform. The existence of these legacy platforms within a shifting landscape regarding privacy, data protection and data security may result in regulatory liability or exposure to fines. A cybersecurity incident on a legacy platform may harm our reputation and our brand and may adversely affect our business, including the migration of existing creators to our platform. See the risk factor below titled “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.

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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.

As an online platform, we rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business. Despite the implementation of security measures, we and our third-party providers are vulnerable to power outages, telecommunications failures, interruptions or shutdowns of our platform and catastrophic events, as well as cybersecurity risks that threaten the confidentiality, integrity and availability of our and third party providers’ information systems, technology, and confidential information (including information about our creators, consumers, employees and others, intellectual property and proprietary information such as trade secrets) through diverse attack vectors, including computer viruses, bugs or other vulnerabilities in software that is integrated into our (or our providers’) systems and products, break-ins, intentional or accidental actions or inaction by employees or others with authorized access to our or our providers’ networks, social engineering/phishing attacks, denial-of-service attacks, malicious or destructive code, malware, ransomware attacks, and other cyber attacks, data breaches and cybersecurity incidents.

Cyber attacks and security incidents (including through security breaches, computer malware and computer hacking attacks) upon information systems are accelerating on a global basis in their frequency, magnitude, levels of persistence, intensity and sophistication, and threat actors are using rapidly changing techniques and tools – including AI – that circumvent security controls, evade detection and remove forensic evidence, and are being conducted by diverse threat actors, including sophisticated and organized groups, state-sponsored organizations and individuals with a wide range of motives and expertise. A successful cyber attack or cybersecurity incident could occur and persist for an extended period of time before being detected.

As we continue to grow our business, expand to new geographical locations, and gain greater public visibility, we will continue to face a higher risk of being targeted by cyber attacks. As a result of our (and some of our providers’) transition to a primarily remote workforce, we face increased cybersecurity risks due to our reliance on Internet technology and the number of our employees who are working remotely, which may create additional opportunities for threat actors to exploit vulnerabilities. Additionally, any current or future integration of AI in our or any of our providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Moreover, we have acquired and may continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational and financial risks. We have experienced in the past, and could experience in the future, credential stuffing attacks in which malicious third parties used or attempted to use credentials compromised in data breaches suffered by other companies to access accounts on our platform. 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. It is possible that such incidents of account takeover fraud could increase in the future. The misuse of our products or services for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us.

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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. It is possible that such incidents of account takeover fraud could increase in the future. The misuse of our products or services for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us.

While we employ security measures intended to prevent, detect, and mitigate potential for harm to our users from the theft of or misuse of credentials on our network, these security measures may not be effective in every instance and may require significant costs. Furthermore, the prevalent use of mobile devices increases the risk of cybersecurity incidents. Misplaced, stolen or compromised mobile devices used at events for ticket scanning, or otherwise, could lead to unauthorized access to the device and data stored on or accessible through such device. We have in the past experienced breaches of our security measures, and our platform and systems are at risk for future breaches and incidents, including as a result of third-party action or employee, service provider, partner or contractor error or malfeasance. In the future, our financial performance may be impacted further if we face additional costs and expenses from customer compensation and retention incentives, creator loss, regulatory inquiries, litigation and further remediation and upgrades to our security infrastructure. Although we have insurance coverage, our policy may not cover all financial expenses related to cybersecurity incidents, and there is no guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.

In addition, our platform involves the storage and transmission of personal information of our creators and consumers in our facilities and on our third-party equipment, computer systems, hardware, software, technology infrastructure and online sites and networks. 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. 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. Additionally, outside parties may attempt to fraudulently induce employees, creators or consumers to disclose sensitive information in order to gain access to creator or consumer data. We will continuously examine and modify our security controls and business policies to address the use of new devices and technologies, and the increasing focus by consumers and regulators on controlling and protecting personal data. We may need to expend significant resources to protect against and remedy any potential cybersecurity incidents and their consequences, including making notifications to governmental authorities and affected individuals. For example, laws in the EU and UK and all 50 U.S. states require businesses to provide notice to individuals whose personal information has been disclosed as a result of certain data security breaches. Any cybersecurity incident or adverse impact to the availability, integrity or confidentiality of our platform or information systems, the systems or networks of our third-party service providers or partners, or any unauthorized access to information we or our providers and partners process or maintain, could harm our business, financial condition and results of operations.

As any investigation of a cybersecurity incident is inherently unpredictable, the extent of a particular cybersecurity incident and the path of investigating, remediating or recovering from the incident may not be immediately clear. It may take a significant amount of time and resources before an investigation can be completed and full and reliable information about the incident is known. While an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate or recover from the incident, certain vulnerabilities could remain and errors or actions could be repeated or compounded before they are discovered and remediated, and communication to the public, regulators, creators, consumers and other stakeholders may be delayed, inaccurate or incomplete, any or all of which could further increase the costs and consequences of a cybersecurity incident. Additionally, applicable rules requirements regarding how to respond, required notices to users, and reporting obligations to creators, consumers, regulators and others vary by jurisdiction.

While we have a cybersecurity risk management program and have implemented security policies and controls intended to protect our information systems, infrastructure and confidential information, there can be no assurance that such measures or our third-party service providers’ and partners’ security measures will successfully anticipate new or existing techniques used by threat actors, protect our systems and information, prevent service interruptions, software or hardware vulnerabilities or other security incidents. Further, if our employees or employees of our third-party service providers fail to comply with our internal security policies and practices, or fully implement our cybersecurity risk management program, our information systems and creator, consumer, employee and other confidential information stored thereon may be improperly accessed, used, disclosed or processed.

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~~party~~Information ~~networks~~and orcorporate information systems ~~used~~and security measures may be breached or ~~supplied~~adversely byimpacted ~~our~~due ~~third-party~~to ~~service~~the ~~providers~~actions of outside parties, employee error or ~~partners~~misconduct, tomalfeasance, ~~the~~a ~~satisfaction~~combination of ~~creators~~these or otherwise, and, ~~consumers~~as a result, an unauthorized party may ~~harm~~obtain access to our ~~reputation~~information systems and confidential information, including information relating to our ~~ability~~creators and consumers. Additionally, outside parties may attempt to ~~retain~~fraudulently ~~existing~~induce employees, creators ~~and~~or consumers to disclose sensitive information in order to gain access to creator or consumer data. We will continuously examine and ~~attract~~modify our security controls and business policies to address the use of new ~~creators~~devices and technologies, and the increasing focus by consumers and regulators on controlling and protecting personal data. We may need to expend significant resources to protect against and remedy any potential cybersecurity incidents and their consequences, including making notifications to governmental authorities and affected individuals. For example, laws in the EU and UK and all 50 U.S. states require businesses to provide notice to individuals whose personal information has been disclosed as a result of certain data security breaches. Any cybersecurity incident or adverse impact to the availability, integrity or confidentiality of our platform or information systems, the systems or networks of our third-party service providers or partners, or any unauthorized access to information we or our providers and partners process or maintain, could harm our business, financial condition and results of operations.

Although it is difficult to determine what harm may directly result from any specific interruption or incident, any actual or perceived failure to maintain performance, reliability, security and availability of our network infrastructure, or of any third-party networks or systems used or supplied by our third-party service providers or partners, to the satisfaction of creators and consumers may harm our reputation and our ability to retain existing creators and consumers and attract new creators and consumers.

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

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•unauthorized access to our offices or other properties.

If an actual or perceived breach of our security or other cybersecurity incident occurs, the market perception of the effectiveness of our cybersecurity risk management program and measures could be harmed, and we could lose existing or future creators and consumers, face lawsuits (including class actions), regulatory investigations and enforcement actions, other legal or regulatory proceedings, damage to our reputation, suffer financial exposure due to such events or in connection with regulatory fines and penalties, incident response, remediation or system restoration efforts, investigation costs, changes or augmentation of our security measures, the expense of taking additional protection measures and future compliance costs. Any or all of the foregoing could materially adversely affect our business, financial condition and results of operations.

We are incorporating generative AI into some of our products. This technology is new and developing and may present operational and reputational risks.

We have incorporated a number of third-party, machine learning algorithms and models, automated decision-making technologies, and generative AI features (collectively, "AI Technologies") into our products. This technology, which is a new and emerging technology that is in its early stages of commercial use, presents a number of risks inherent in its use.

In particular, AI Technologies such as algorithms are based on machine learning and predictive analytics, which can create accuracy issues, unintended biases and discriminatory outcomes. There is a risk that third-party generative AI algorithms (i.e., AI Technologies that can produce and output new content, software code, data and information) used in our products could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors (e.g., AI hallucinatory behavior that can generate irrelevant, nonsensical or factually incorrect results) that could harm our reputation, business, creators or consumers. Even though we have implemented measures, such as in-product disclosures, which inform creators when content is created for them by generative AI, our creators, consumers or others may rely on or use flawed content or information to their detriment, which may expose us to brand or reputational harm, competitive harm, consumer complaints, legal liability and other adverse consequences. In addition, the use of AI involves significant technical complexity and requires specialized expertise. Any disruption or failure in AI systems or infrastructure that we use could result in delays or errors in our operations, which could harm our business and financial results.

Existing laws and regulations apply to us and our vendors in new ways as a result of our use of AI Technologies and new laws and regulations have already, and likely will continue to be, instituted, the effects of which are difficult to predict. Current and future government regulation specifically related to AI may also increase the burden and cost of research and development in this area and future laws and regulations may require us to revise our offerings powered by AI Technologies. The intellectual property ownership and license rights, including copyright, surrounding AI Technologies has not been fully addressed by courts or laws or regulations, as AI Technology is an emerging technology for which the legal and regulatory landscape is not fully developed. 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. While new AI Technologies initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI Technologies into our offerings.

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infringement or other intellectual property misappropriation. While new AI Technologies initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI Technologies into our offerings.

Our payments system depends on third-party providers and is subject to risks that may harm our business.

We rely on third-party providers to support our payments system. Our payments system relies on banks and third-party payout partners and third-party payment processors, including payment facilitators to process payment transactions through various channels including by accessing various payment card networks. These features are designed to enable creators to manage payments in an easy and efficient manner. Any of our payment providers and vendors that do not operate well with our platform could adversely affect these payments services and, in turn, our payment processing capabilities and our business. We have multiple integrations in place at one time allowing for back up processing alternatives on our payments system if a single provider is unable or unwilling to process any given transaction, payment method or currency. However, if any or some of these providers do not perform adequately, determine certain types of transactions as prohibitive for any reason or fail to identify fraud, if these providers’ technology does not interoperate well with our platform, or if our relationships with these providers were to terminate unexpectedly, creators may find our platform more difficult to use and the ability of creators using our platform to sell tickets could be adversely affected, which could cause creators to use our platform less and harm our business, financial condition and results of operations.

We must also continually integrate various payment methods used both within the United States and internationally into our payments system, including features such as Apple Pay, Google Pay, and “buy now, pay later” functionality provided by third-party platforms. 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. If we are not able to integrate new payment methods into payments system effectively, our business, financial condition and results of operations could be harmed.

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increase our costs and also require us to understand and protect against unique fraud and other risks associated with these payment methods. If we are not able to integrate new payment methods into payments system effectively, our business, financial condition and results of operations could be harmed.

Our payment processing partners require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules specific to the types of payments services that we support or couple interpret or re-interpret existing rules in ways that might restrict or prohibit us from providing or enabling certain payments services to creators, or could be costly or difficult to implement. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or creators using our platform are deemed to have violated these rules, including, for example, in the event that our processing of certain types of transactions is interpreted as a violation of applicable payment card network operating rules.

In addition, payment card networks and payment processing partners could increase the fees they charge us for their services, including in connection with a consumer's use of certain payment cards or other payment methods, which would increase our operating costs and reduce our margins. If we are unable to negotiate favorable economic terms with these partners, our business, financial condition and results of operations could be harmed.

We face potential liability, expenses for legal claims and harm to our business based on the nature of the events business.

We face potential liability and expenses for legal claims relating to the events business, including potential claims related to event injuries or the spread of disease allegedly caused by us, creators, service providers, partners or unrelated third parties. For example, from time to time third parties assert legal claims against us in connection with personal injuries, which may include deaths, related to occurrences at an event. See the risk factor above titled “Factors adversely affecting the live event market could impact our results of operations” for additional information. Even if our personnel are not involved in these occurrences, we may face legal claims and incur substantial expenses to resolve such claims. Further, if we provide resources regarding event safety, or on-site personnel to support ticketing at an event, we may face liability related to our provision of such services, including legal claims against us in connection with personal injuries, which may include deaths or spread of disease. Our liability insurance coverage may not be sufficient to satisfy, or may not cover, any expenses or liabilities that may arise.

We operate in a competitive landscape and compete with a variety of competitors to secure new and retain existing consumers and creators. If we cannot successfully compete with existing or potential competitors, our business, financial condition and results of operations will be harmed.

We operate in a competitive landscape that provides consumers and creators with many channels to promote or engage with live experiences. We compete with a variety of competitors to secure new and retain existing consumers and creators. 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. Some competitors for consumers are also partners we rely on for consumer reach. For creators, we face competition from a number of solutions, including but not limited to: (i) other ticketing providers; (ii) creator-developed ad hoc systems; and (iii) event marketplaces with planning solutions, which are typically dedicated to a particular category of events in a limited number of geographies. Some of our competitors for creators have existing relationships or may develop relationships with potential creators or the venues or facilities used by those creators, which have in the past caused and may in the future cause those creators to be unwilling or unable to use our platform and this may limit our ability to successfully compete in certain markets where such relationships are common. For example, some competitors purchase venues or rights to events and/or enter into exclusivity agreements with creators. If creators do not remain independent from our potential competitors, demand for our platform will diminish and our business, financial condition and results of operations will be harmed.

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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. Some competitors for consumers are also partners we rely on for consumer reach. For creators, we face competition from a number of solutions, including but not limited to: (i) other ticketing providers; (ii) creator-developed ad hoc systems; and (iii) event marketplaces with planning solutions, which are typically dedicated to a particular category of events in a limited number of geographies. Some of our competitors for creators have existing relationships or may develop relationships with potential creators or the venues or facilities used by those creators, which have in the past caused and may in the future cause those creators to be unwilling or unable to use our platform and this may limit our ability to successfully compete in certain markets where such relationships are common. For example, some competitors purchase venues or rights to events and/or enter into exclusivity agreements with creators. If creators do not remain independent from our potential competitors, demand for our platform will diminish and our business, financial condition and results of operations will be harmed.

Some of our current and potential competitors have significantly more financial, technical, marketing and other resources, are able to devote greater resources to the development, promotion, sale and support of their services, have more extensive consumer and creator bases and broader relationships with them, are able to promote events to their more extensive consumer and creator bases which leads to greater event discovery and attendance, have longer operating histories and greater name recognition than we do.

We may also compete with potential entrants into the market that currently do not offer the same services but could potentially leverage their networks in the market in which we operate. For instance, large e-commerce companies such as eBay and Amazon have in the past operated, or currently operate, within the ticketing space. 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. Furthermore, some of our competitors may customize their products to suit a specific event type, category or customer. These competitors may be able to devote greater resources to better understand user data to be able to personalize event recommendations. If we are unable to compete with such alternatives, the demand for our solutions could decline.

We outsource a portion of our business operations, including our customer support functions, to third-party providers outside the United States. Outsourcing these functions has significant risks, and our failure to manage these risks successfully could materially adversely affect our business, financial condition and results of operations.

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. These third-party providers may make errors and not comply with our contractual requirements, and their personnel may not provide us or our creators and consumers with an acceptable level of service, which could damage our relationships with our creators and consumers. This could result in financial loss and significant disruptions in our operations, and replacing currently outsourced functions could result in significantly increased costs to undertake our operations. In addition, our outsourced functions may be negatively impacted by any number of factors, including political unrest, public health crises, social unrest, terrorism, war, vandalism, currency fluctuations, changes to the laws of the jurisdictions in which we do business or outsource operations, or increases in the cost of labor and suppliers in any jurisdiction in which we outsource any portion of our business operations. As a result of our outsourcing activities, it may also be more difficult for us to recruit and retain qualified employees for our business needs at any time. Any failure to successfully outsource portions of our business operations could materially adversely affect our business, financial condition and results of operations.

Acquisitions, investments or significant commercial arrangements could result in operating and financial difficulties.

From time to time we evaluate potential acquisitions, investments and significant commercial arrangements. Our future growth may depend, in part, on these transactions, any of which could be material to our results of operations and financial condition. Financial and operational risks related to acquisitions, investments and significant commercial arrangements that may have an impact on our business include:

•use of cash resources and the incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of our cash, including for retirement of outstanding indebtedness and any future stock repurchases or dividend payments;

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~~•difficulties~~competitors ~~and~~may ~~expenses~~be inbetter ~~assimilating~~able ~~the~~to ~~operations~~undertake more extensive marketing campaigns, build products, ~~data,~~and ~~technology,~~features ~~privacy,~~faster ~~data~~than ~~protection~~we ~~systems~~can and/or ~~information~~offer ~~security~~their ~~systems~~solutions and services at a discount to ours. Furthermore, ~~information~~some ~~systems~~of our competitors may customize their products to suit a specific event type, category or ~~personnel~~customer. ofThese competitors may be able to devote greater resources to better understand user data to be able to personalize event recommendations. If we are unable to compete with such alternatives, the ~~acquired~~demand ~~company;~~for our solutions could decline.

~~•failure~~We outsource a portion of ~~the~~our ~~acquired~~business ~~company~~operations, toincluding ~~achieve~~our ~~anticipated~~customer ~~benefits,~~support ~~revenue~~functions, ~~earnings~~to orthird-party ~~cash~~providers ~~flows~~outside orthe United States. Outsourcing these functions has significant risks, and our failure to ~~retain~~manage ~~key~~these ~~employees~~risks ~~from~~successfully ancould ~~acquired~~materially ~~company;~~adversely affect our business, financial condition and results of operations.

•We outsource a portion of our business operations to third-party providers located outside the ~~assumption~~United States, including the outsourcing of ~~known~~some of our front-line customer support functions to third-party providers located in the Philippines and ~~unknown~~El ~~risks~~Salvador. The services provided by these third-party providers include, ~~debt~~but are not limited to, supporting critical financial functions such as creator payouts, chargeback management, and ~~liabilities~~fraud ofidentification. ~~the~~These ~~acquired~~third-party ~~company~~providers may make errors and not comply with our contractual requirements, ~~deficiencies~~and intheir ~~systems~~personnel may not provide us or ~~internal~~our ~~controls~~creators and ~~costs~~consumers ~~associated~~with an acceptable level of service, which could damage our relationships with ~~litigation~~our orcreators ~~other~~and ~~claims~~consumers. ~~arising~~This could result in ~~connection~~financial ~~with~~loss and significant disruptions in our operations, and replacing currently outsourced functions could result in significantly increased costs to undertake our operations. In addition, our outsourced functions may be negatively impacted by any number of factors, including political unrest, public health crises, social unrest, terrorism, war, vandalism, currency fluctuations, changes to the ~~acquired~~laws ~~company;~~of the jurisdictions in which we do business or outsource operations, or increases in the cost of labor and suppliers in any jurisdiction in which we outsource any portion of our business operations. As a result of our outsourcing activities, it may also be more difficult for us to recruit and retain qualified employees for our business needs at any time. Any failure to successfully outsource portions of our business operations could materially adversely affect our business, financial condition and results of operations.

•potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships, developed technology or intellectual property, are later determined to be impaired and written down in value;

•failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies;

•adverse market reaction to acquisitions;

•failure to consummate such transactions; and

•other expected and unexpected risks with pursuing acquisitions, including, but not limited to, litigation or regulatory exposure, unfavorable accounting treatment, increases in taxes due, a loss of anticipated tax benefits, costs or delays to obtain governmental approvals, diversion of management’s attention or other resources from our existing business and other adverse effects on our business, financial condition and results of operations.

If we acquire companies or other businesses, we face the risk that creators of the acquired companies or businesses may not migrate to our platform or may choose to decrease their level of usage of our platform post migration. The pace and success rate of migration may be influenced by many factors, including the pace and quality of product development, our ability to operationally support the migrating creators and our adoption of business practices outside of our platform that matter to the creator.

Moreover, we may rely on the representations and warranties and related indemnities provided to us by our acquired targets and their equity holders, including as they relate to creation, ownership and rights in intellectual property, compliance with laws, contractual requirements and the ability of the acquisition target to continue exploiting material intellectual property rights and technology after the acquisition. If any such representations are inaccurate or such warranties are breached, or if we are unable to fully exercise our indemnification rights, we may incur additional liabilities, disruptions to the operations of our business and diversion of our management’s attention.

If we do not manage the risks of operating internationally effectively, our business, financial condition and results of operations could be harmed.

In ~~2024~~2025 and ~~2023~~2024, we derived 2728% and 2627%, respectively, of our net revenue from outside of the United States. We currently have various offices outside the United States, including offices in the United Kingdom, India, Ireland, Spain, Australia and Argentina. We have concentrated engineering and business development teams in India and Spain. 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;

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•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.

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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. We cannot be certain that the investment and additional resources required in expanding our international operations will be successful or produce desired levels of revenue or profitability in a timely manner, or at all. Furthermore, certain international markets in which we operate have lower margins than more mature markets, which could have a negative impact on our margins as our revenue from these markets grows over time.

We may choose in certain instances to localize our platform to the unique circumstances of such countries and markets in order to achieve market acceptance, which can be complex, difficult and costly and divert management and personnel resources. Our failure to adapt our practices, platform, systems, processes and contracts effectively to the creator and consumer preferences or customs of each country into which we expand could slow our growth. If we are unable to manage our international growth successfully, our business, financial condition and results of operations could be harmed.

We are subject to risks related to environmental, social and governance matters, including related activities and disclosures.

Our strategy on environmental, social and governance activities (Impact strategy) focuses on Eventbrite’s mission to bring the world together through live experiences. We have announced a number of initiatives in our Corporate Responsibility Report which provides metrics on a number of environmental and social factors which we monitor (corporate responsibility metrics) and include some references to such Corporate Responsibility Report in our Proxy Statement for our 2025 Annual Meeting of Stockholders. As a result, our business may face heightened scrutiny for the activities related to the corporate responsibility metrics. Moreover, due to increasing and evolving scrutiny from governmental bodies, investors, consumers, customers, employees and other stakeholders and third parties of companies’ environmental, social and governance matters, including inclusion and belonging matters, we cannot assure that our stakeholders will agree with our corporate responsibility activities. Any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements regarding such matters could result in adverse publicity or potential regulatory or stakeholder engagement or litigation and adversely affect our business and reputation. In addition, anti-environmental, social and governance sentiment has gained some momentum across the United States, with the federal government and several states having enacted or proposed anti-environmental, social and governance executive orders, policies or legislation, or issued related legal opinions. The fact that different stakeholder groups may have divergent views on such matters increases the risk that any action or lack thereof with respect to such matters may be perceived negatively by at least some stakeholders and adversely affect our reputation and business. Our selected corporate responsibility metrics are reviewed by our senior leadership and key internal stakeholders but do not receive independent third-party assurance. Reasonable assurance sought in connection with a financial statement audit is not provided for the corporate responsibility metrics and therefore the review process for the corporate responsibility metrics may not identify all material statements, omissions or any errors made in reporting the corporate responsibility metrics. As a result, we may not be protected from potential liability under the securities laws for our corporate responsibility metrics and related statements. In addition, for some of the corporate responsibility metrics we report, the methodology of computation and/or the scope of our assessed value chain continues to evolve from year to year. As a result, period over period comparisons may not be meaningful.

The implementation of our Impact strategy requires considerable investments. If we do not demonstrate progress against our Impact strategy or if our Impact strategy is not perceived to be adequate or appropriate, our reputation could be harmed. We could also damage our reputation and the value of our brand if we or our vendors fail to act responsibly in the areas in which we report, or we fail to demonstrate that our commitment to our Impact strategy enhances our overall financial performance.

Further, we purchase carbon removal credits, carbon avoidance credits and energy attribute certificates (EACs) to help balance our carbon and energy footprints. If the cost of carbon removal credits, carbon avoidance credits and EACs were to materially increase or we were required to purchase a significant number of additional credits or EACs, our cost to obtain these offsets and/or credits could increase materially which could impact our ability to meet our internal environmental objectives or our financial performance. Additionally, we could experience complaints related to our purchase of such offsets as they relate to our statements regarding carbon neutrality which we cannot predict or protect against.

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Additionally, we are committed to only considering legally compliant methods for advancing our efforts, including inclusion and belonging efforts, however there can be no assurance that our current programs, reporting frameworks, or principles will be in compliance with any new environmental and social laws and regulations that may be promulgated in the United States and elsewhere, and the costs of changing any of our current practices to comply with any new legal and regulatory requirements in the United States and elsewhere may be substantial. Furthermore, industry and market practices may further develop to become even more robust than what is required under any new laws and regulations, and we may have to expend significant efforts and resources to keep up with market trends and stay competitive among our peers. For example, the State of California has enacted a number of laws that may require us to report on certain information related to carbon neutrality claims and use of carbon removal credits and carbon avoidance credits, our direct and indirect greenhouse gas emissions and climate-related financial risks. Other jurisdictions may introduce similar or conflicting regulations in the future. Additionally, in March 2024, the SEC enacted climate-related disclosure rules, which were stayed. If imposed, those rules would require climate-related disclosures in SEC filings and audited financial statements, and future federal rules may impose similar or conflicting disclosure and other requirements. In addition, we and/or certain of our subsidiaries may be subject to the requirements of the European Union’s Corporate Sustainability Reporting Directive (and its implementing laws, standards and regulations as well as other related European Union directives and regulations), which will require additional disclosures across topics, such as climate change, biodiversity, pollution, resource use, human capital management and supply chain labor standards, among other topics. Further, jurisdictions in which we and/or certain of our subsidiaries or affiliates operate have signaled intentions to adopt in some form the International Sustainability Standards Board’s sustainability and climate disclosure standards. These requirements may not entirely align and thus require us to duplicate certain or make different efforts or use different reporting methodologies in order to comply with each jurisdictions’ requirements. For example, we and/or certain of our subsidiaries may be subject to the requirements of the European Union Corporate Sustainability Reporting Directive (and its implementing laws and regulations and other European Union directives or European Union and European Union member state regulations, various disclosure requirements (such as information on greenhouse gas emissions, climate risks, use of offsets, and emissions reduction claims) from the State of California, and/or the International Sustainability Standards Board’s sustainability and climate disclosure standards, to the extent adopted in part or in full by jurisdictions in which we operate, among other regulations or requirements. These and other changes in stakeholder expectations or regulatory requirements may also lead to increased costs and scrutiny that could heighten all of the risks identified in this risk factor. Additionally, our suppliers, vendors and other partners may be subject to similar requirements, which may augment or create additional risks, including risks that may not be known to us.

Any harm to our reputation resulting from setting these corporate responsibility metrics or our failure or perceived failure to meet such corporate responsibility metrics could impact employee engagement and retention, the willingness of our creators and consumers and our partners and vendors to do business with us, or investors’ willingness to purchase or hold shares of our Class A common stock, any of which could adversely affect our business, financial condition and results of operations.

Our metrics and estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.

We regularly review metrics to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third-party. Errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. Furthermore, if we discover material inaccuracies in our metrics, we may not be able to accurately assess the health of our business and our reputation and our business may be harmed.

Creator and consumer attraction and retention depend upon effective interoperation with operating systems, networks, protocols, devices, web browsers and standards that we do not control.

We make our platform available across a variety of operating systems and web browsers. We are dependent on the interoperability of our platform with popular devices, mobile operating systems and web browsers that we do not control, such as Android, iOS, Chrome and Firefox. In addition, we are dependent on protocols like email and push notification to communicate with our creators and consumers. Any changes, bugs or technical issues in such systems, devices, protocols or web browsers that degrade the functionality of our platform, make it difficult for creators or consumers to access or use our platform, impose fees related to our platform or give preferential treatment to competitive products or services could adversely affect usage of our platform. 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.

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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. In either case, we could be required to either redesign our platform to function with software or services available from other parties or develop these components ourselves, which could result in increased costs and could result in delays in the release of new solutions and services on our platform. Furthermore, we might be forced to limit the features available in our platform due to changes by our third-party software and service providers. In addition, if we fail to maintain or renegotiate any of these software or service licenses, we could face significant delays and diversion of resources in attempting to license and integrate functional equivalents.

If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success is dependent, in part, upon protecting our intellectual property rights. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws and contractual restrictions to establish and protect our intellectual property rights in our platform. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. While we take precautions, it may still be possible for unauthorized third parties to copy our technology and use our proprietary information to create solutions and services that compete with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries. 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.

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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. 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. 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. 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. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further implementation of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features in our platform or solutions, and we cannot assure you that we could license that technology on commercially reasonable terms or at all. Our inability to license such technology on commercially reasonable terms could adversely affect our ability to compete, and harm our business, financial condition and results of operations.

We use third-party open source software in our platform, which could subject us to litigation or other actions.

We use open source software in our platform and may use more open source software in the future. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our provision of our platform. From time to time, companies that use open source software have faced claims challenging the use of open source software or compliance with open source license terms, and we could be subject to such lawsuits. Litigation could be costly for us to defend, harm our business, financial condition and results of operations or require us to devote additional research and development resources to change our platform. In addition, if we were to combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software. If we inappropriately use open source software, we may be required to re-engineer parts of our platform, extract the open source software at issue or take other remedial actions. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections on the origin of software equivalent to those provided by third-party commercial software providers. 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.

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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.

There is considerable patent and other intellectual property development activity in our industry. Our success depends on our not infringing or misappropriating upon the intellectual property rights of others. Our competitors, as well as a number of other entities, including non-practicing entities and individuals, may own or claim to own intellectual property rights relating to our industry and may challenge the validity or scope of our intellectual property rights. From time to time, third parties, including our competitors and non-practicing entities, have claimed and may in the future claim that our products or technologies may infringe or misappropriate their intellectual property rights and may assert patent, copyright, trade secret and other claims based on intellectual property rights against us and our creators and vendors. A claim may also be made relating to technology or intellectual property rights that we acquire or license from third parties. 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.

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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.

We are subject to economic and trade sanctions laws and regulations of the United States and applicable international jurisdictions, such as those that are administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"). Such laws and regulations prohibit or restrict transactions and dealings involving specified countries, their governments, and certain individuals and entities, including those that are specially designated sanctions targets, or 50% or more by the same (collectively, "Sanctions"). As federal, state and foreign legislative regulatory scrutiny and enforcement actions in these areas increase, we expect our compliance costs to increase, perhaps substantially. Failure to comply with any of these requirements could result in the limitation, suspension or termination of our platform, imposition of significant civil and criminal penalties, including fines, and/or the seizure and/or forfeiture of our assets, as well as reputational harm. While we endeavor to conduct our business in compliance with applicable laws and regulations, and maintain policies and procedures reasonably designed to ensure compliance with Sanctions, we cannot guarantee that these measures will be fully effective in ensuring compliance and preventing violations in the future, particularly as the scope of certain laws may be unclear and may be subject to change. The development, implementation and maintenance of Sanctions compliance policies and procedures may be time-consuming or result in the delay or loss of sales opportunities or impose other costs.

Further, our products incorporate encryption technology. These encryption products may be exported from the United States only with the required export authorizations, including by a license, a license exception or other appropriate government authorizations. Such products may also be subject to certain regulatory reporting requirements. Various countries also regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our creators’ and consumers' ability to import our services into those countries. Governmental regulation of encryption technology and of exports and imports of encryption products, or our failure to obtain required approval for our products and services, when applicable, could subject us to legal penalties, harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the provision of our products and services, including with respect to new products and services, may delay the introduction of our products and services in various markets or, in some cases, prevent the provision of our products and services to some countries altogether.

Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential creators and consumers with international operations. Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business, financial condition and results of operations.

Our business is subject to a wide range of laws and regulations. Our failure to comply with those laws and regulations could harm our business.

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. The interpretation of those requirements by judges, regulatory bodies and enforcement agencies is changing, often quickly and with little notice. Changes in laws and regulations could impose more stringent requirements on us to detect and prevent illegal and improper activity by creators, which can increase our operating costs and reduce our margins. For example, in the United States, platforms like ours generally are immune from content generated by users or other third parties under Section 230 of the Communications Act of 1934, as amended by the Communications Decency Act (Section 230). If Section 230 is interpreted by courts or amended by Congress in a manner that reduces the scope of liability protection available to platforms like ours, we will need to increase our content moderation operations, which may harm our business, financial condition and results of operations.

25In addition, our business is subject to many laws and regulations, both foreign and domestic. These laws and regulations vary from jurisdiction to jurisdiction and may sometimes conflict. For example, in November 2022, the EU Digital Services Act ("DSA") came into force, and in February 2024, the majority of the DSA’s substantive provisions relating to content moderation and transparency, which apply to us, took effect. The extent of regulatory enforcement and the additional obligations that may be imposed upon us under the DSA and similar pending legislation is not clear yet. The DSA may increase our compliance costs and require changes to our user interfaces and content moderation processes and operations, which may adversely affect our ability to attract and provide our services to creators and consumers, and may otherwise affect our business, financial condition and results of operations. Failure to comply with the DSA can result in fines of up to 6% of total annual worldwide turnover, and recipients of services have the right to seek compensation from providers in respect of damage or loss suffered due to infringement by the provider to comply with the DSA. 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

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~~detect~~adversely ~~and~~affect ~~prevent~~our ~~money laundering~~business, ~~terrorist~~financial ~~financing,~~condition ~~fraud~~ and ~~other~~results ~~illicit activity. The interpretation~~ of ~~those requirements by judges, regulatory bodies and enforcement agencies is changing, often quickly and with little notice~~operations. ~~Changes~~Failure ~~in laws and regulations could impose more stringent requirements on us~~ to ~~detect~~comply ~~and~~with ~~prevent~~the ~~illegal~~OSA ~~and improper activity by creators, which~~ can ~~increase~~result ~~our operating costs and reduce our margins. For example,~~ in ~~the~~fines ~~United States, platforms like ours generally are immune from content generated by users or other third parties under Section 230~~ of ~~the~~up ~~Communications~~to ~~Act~~10% of ~~1934,~~total asannual ~~amended~~worldwide byturnover ~~the~~or ~~Communications~~£18 ~~Decency~~million ~~Act~~ (~~Section~~whichever ~~230). If Section 230~~ is interpreted by courts or amended by Congress in a manner that reduces the scope of liability protection available to platforms like ours, we will need to increase our content moderation operations, which may harm our business, financial condition and results of operationsgreater).

In addition, our business is subject to many laws and regulations, both foreign and domestic. These laws and regulations vary from jurisdiction to jurisdiction and may sometimes conflict. For example, in November 2022, the EU Digital Services Act (DSA) came into force, and in February 2024, the majority of the DSA’s substantive provisions relating to content moderation and transparency, which apply to us, took effect. The extent of regulatory enforcement and the additional obligations that may be imposed upon us under the DSA and similar pending legislation is not clear yet. The DSA may increase our compliance costs and require changes to our user interfaces and content moderation processes and operations, which may adversely affect our ability to attract and provide our services to creators and consumers, and may otherwise affect our business, financial condition and results of operations. Failure to comply with the DSA can result in fines of up to 6% of total annual worldwide turnover, and recipients of services have the right to seek compensation from providers in respect of damage or loss suffered due to infringement by the provider to comply with the DSA. 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. Failure to comply with the OSA can result in fines of up to 10% of total annual worldwide turnover or £18 million (whichever is greater).

We collaborate closely with fellow stakeholders toward bipartisan, comprehensive, live event ticketing reform. For example, we have supported the Senate’s Fans First Act (S. 3457), which aims to improve ticketing transparency by ensuring clear pricing, banning speculative ticketing, and eliminating deceptive websites, as well as implementing additional consumer protections. Our goal is to help improve the live event ecosystem by fostering ticketing marketplace integrity, restoring the faith of consumers and the ability of artists and event creators to host successful events. Outside of ticketing regulations, creators are often subject to regulations of their own, such as permitting and crowd control requirements. Regulatory agencies or courts may claim or hold that we are responsible for ensuring that creators comply with these laws and regulations, which could greatly increase our compliance costs, expose us to litigation, subject us to fines and penalties and otherwise harm our business.

Failure to comply with anti-corruption, anti-bribery and similar laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences.

We are subject to the U.S. 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. The FCPA and the Bribery Act prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from, directly or indirectly, corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions to obtain or retain business or otherwise secure an improper advantage. The FCPA further requires us to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The Bribery Act also prohibits private-sector bribery, and accepting bribes. Our sales team sells use of our platform abroad, and we face significant risks if we fail to comply with the FCPA and other applicable anti-corruption laws. We operate in many jurisdictions around the world and may also have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of third-party intermediaries, our employees, representatives, contractors, partners, service providers and agents, even if we do not authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot ensure that all of our employees and agents, as well as those contractors to which we outsource certain of our business operations, will not take actions in violation of our policies or agreements and applicable law, for which we may be ultimately held responsible.

Any violation of the FCPA, the Bribery Act or other applicable anti-corruption and anti-bribery laws could subject us to significant sanctions, including civil or criminal fines and penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as related stockholder lawsuits and other remedial measures, all of which could harm our reputation, business, financial condition and results of operations. 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.

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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.

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. If these service providers do not perform adequately or experience a data security incident or fail to comply with applicable laws, payment network rules, and industry standards or if our relationships with these service providers were to change or terminate (or if they become willing or unable to provide services to us), it could disrupt our business and negatively affect our ability to receive payments and our creators' and consumers’ ability to complete purchases. This could decrease revenue, increase costs, lead to potential legal liability, and negatively impact our brand and business.

Any noncompliance with anti-money laundering or payments regulations or laws by our payment services providers or other partners in performing services for us could impact our reputation, divert substantial resources, result in liabilities, force us to restructure, or require changes in payments options, which may harm our business, financial condition and results of operations.

Under current credit, debit and payment card practices and network rules, we are liable for fraudulent activity on our credit and debit card transactions. We may incur losses if we fail to prevent the use of fraudulent payment information on transactions. 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. If we or our providers fail to identify fraudulent activity or are unable to effectively combat the use of fraudulent payments on our platform or if we otherwise experience increased levels of disputed payments or transactions, our results of operations and financial positions could be materially adversely affected. In addition, our failure to adequately mitigate this risk could damage our reputation and brand and substantially harm our business, financial condition, results of operations, prospects and our ability to accept payments.

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fraudulent schemes may be negatively impacted by the adoption of new payment methods and new technology platforms. If we or our providers fail to identify fraudulent activity or are unable to effectively combat the use of fraudulent payments on our platform or if we otherwise experience increased levels of disputed payments or transactions, our results of operations and financial positions could be materially adversely affected. In addition, our failure to adequately mitigate this risk could damage our reputation and brand and substantially harm our business, financial condition, results of operations, prospects and our ability to accept payments.

For certain payment methods, we pay interchange and other related acceptance fees, along with additional transaction processing fees. Payment card networks and our third-party payment services providers could increase the fees or interchange they charge us for their services or to accept or process card transactions, which would increase our operating costs and reduce our margins. Any such increase in fees could harm our business, financial condition and results of operations.

Additionally, we and our third-party payment service providers are subject to the Payment Card Industry Data ("PCI") Data Security Standard ("PCI-DSS"), issued by the PCI Council. PCI DSS is a multifaceted security standard that contains compliance guidelines and standards with regard to our security surrounding the physical administrative and technical storage, processing and transmission of individual cardholder data. Failure to be PCI-compliant or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card network of the costs of fraudulent charges to us. Additionally, if we or they experience substantial losses related to payment card transactions or in the event of noncompliance with PCI-DSS, we may choose to, or be required to, cease accepting certain payment cards for payment. Card associations and payment networks and their member financial institutions regularly update and generally expand security expectations and requirements related to the security of cardholder data and environments, which could make it difficult or impossible for us to comply and could require a change in our business operations.

We are also subject to rules governing electronic funds transfers and payment card association rules, which could change over time, and must comply with evolving payment card association and network operating rules. Any change in these rules and requirements could make it difficult or impossible for us to comply and could require a change in our business operations. In addition, similar to a potential increase in costs from third-party providers described above, any increased costs associated with compliance with payment card association rules or payment card provider rules could lead to increased fees for us or our creators and consumers.

Failure to comply with laws and regulations related to payments could harm our business and results of operations.

Global laws and regulations that govern payment methods and processing are complex, and we may be required to expend considerable time and effort to determine if such laws and regulations apply to our business. There can be no assurance that we will be able to meet all compliance obligations under applicable law, including obtaining any such licenses in all of the jurisdictions we operate in or offer a service in, and, even if we were able to do so, there could be substantial costs and potential product changes involved in complying with such laws, which could have a material and adverse effect on our business, financial condition and results of operations. 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.

27For 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. If we were required to be licensed or registered as a money transmitter or money services business (or otherwise determined that obtaining state money transmission licenses or that registration under Federal money services business or anti-money laundering laws would further our business purposes), we would be subject to anti-money laundering requirements, recordkeeping and reporting requirements, as well as bonding requirements, restrictions on the use of customer funds and other obligations. We would also be subject to examination and oversight by applicable state licensing regulatory authorities. Additionally, outside of the United States, we could be subject to additional laws, rules and regulations related to the provision of payments and financial services, and as we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject to will expand as well. If we are found to be a money transmitter or money services business under any applicable regulation and we are not in compliance with such regulations, we may be subject to investigations by regulators and to fines or other penalties in one or more jurisdictions levied by federal or state or local regulators, including state Attorneys General, as well as those levied by foreign regulators and governmental bodies. In addition to investigations and fines, penalties we may be subject to civil or criminal actions, fines, penalties, forfeiture, remedial measures, costs, legal fees, reputational damage, or other negative consequences for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions, all of which may harm our business, financial condition and results of operations. We could also be required to make changes to our business practices or

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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. If we were required to be licensed or registered as a money transmitter or money services business (or otherwise determined that obtaining state money transmission licenses or that registration under Federal money services business or anti-money laundering laws would further our business purposes), we would be subject to anti-money laundering requirements, recordkeeping and reporting requirements, as well as bonding requirements, restrictions on the use of customer funds and other obligations. We would also be subject to examination and oversight by applicable state licensing regulatory authorities. Additionally, outside of the United States, we could be subject to additional laws, rules and regulations related to the provision of payments and financial services, and as we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject to will expand as well. If we are found to be a money transmitter or money services business under any applicable regulation and we are not in compliance with such regulations, we may be subject to investigations by regulators and to fines or other penalties in one or more jurisdictions levied by federal or state or local regulators, including state Attorneys General, as well as those levied by foreign regulators and governmental bodies. In addition to investigations and fines, penalties we may be subject to civil or criminal actions, fines, penalties, forfeiture, remedial measures, costs, legal fees, reputational damage, or other negative consequences for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions, all of which may harm our business, financial condition and results of operations. 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. 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. Failure to predict how a U.S. law or regulation or a law or regulation from another jurisdiction in which we operate with respect to money transmission, money services business or similar requirements apply or will be applied to us could result in licensure or registration requirements, administrative enforcement actions, penalties, fines and costs, and could materially interfere with our ability to offer certain payment methods or to conduct our business in particular jurisdictions.

The factors identified here could impose substantial additional costs, involve considerable delay to the development or provision of our solutions, require significant and costly operational changes, or prevent us from providing our products or solutions in any given market.

If currency exchange rates fluctuate substantially in the future, our results of operations, which are reported in U.S. dollars, could be adversely affected.

Our international operations expose us to the effects of fluctuations in currency exchange rates. Many of our creators live or operate outside the United States, and therefore we have significant ticket sales denominated in foreign currencies, most notably the British Pound, Euro, Canadian Dollar and Australian Dollar. If currency exchange rates remain at current levels, currency translation could continue to negatively affect net revenue growth for events that are not listed in U.S. dollars and could also reduce the demand for U.S. dollar denominated events from consumers outside of the United States. Further, we incur expenses for employee compensation and other operating expenses at our international locations in the local currency. Because we conduct business in currencies other than U.S. dollars but report our results of operations in U.S. dollars, we face exposure to fluctuations in currency exchange rates, which could harm our results of operations.

Our business may be subject to sales tax and other indirect taxes in various jurisdictions. In addition, creators may also be subject to certain taxes.

The application of indirect taxes, such as sales and use tax, amusement tax, value-added tax, goods and services tax, business tax and gross receipts tax, to businesses like ours and to creators and consumers is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations and as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business.

One or more states, localities, the federal government or other countries may seek to impose additional reporting, record-keeping or indirect tax collection obligations on businesses like ours that facilitate online commerce. For example, taxing authorities in the United States and other countries have identified e-commerce platforms as a means to calculate, collect and remit indirect taxes for transactions taking place over the Internet, and are considering related legislation. 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. New legislation could require us or creators to incur substantial costs in order to comply, including costs associated with tax calculation, collection and remittance and audit requirements, which could make using our platform less attractive and could adversely affect our business, financial condition and results of operations.

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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. New legislation could require us or creators to incur substantial costs in order to comply, including costs associated with tax calculation, collection and remittance and audit requirements, which could make using our platform less attractive and could adversely affect our business, financial condition and results of operations.

We face sales and use tax and value-added tax audits in certain states and international jurisdictions and it is possible that we could face additional sales and use tax and value-added tax audits in the future in additional jurisdictions and that our liability for these taxes could exceed our reserves as state or international tax authorities could assert that we are obligated to collect additional amounts as taxes from creators and remit those taxes to those authorities. We could also be subject to audits and assessments with respect to state, local and international jurisdictions for which we have not accrued tax liabilities. A successful assertion that we should be collecting additional sales or other taxes on our services in jurisdictions where we have not historically done so and do not accrue for sales or other taxes could result in substantial tax liabilities for past sales, discourage creators from using our platform or otherwise harm our business and results of operations. 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.

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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.

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. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have an adverse effect on our liquidity and results of operations. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or assert that benefits of tax treaties are not available to us, any of which could have a negative impact on us or our results of operations. As we earn an increasing portion of our revenue and accumulate a greater portion of our cash flow in foreign jurisdictions, we could face a higher effective tax rate and incremental cash tax payments.

Additionally, our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates and reduced cash flows and may harm our business, financial condition and results of operations.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended ("Code"), a corporation that undergoes an “ownership change” (generally, a greater than 50 percentage point change in our equity ownership by certain stockholders or groups of stockholders) is subject to limitations on its ability to utilize its pre-change net operating losses ("NOLs") to offset future taxable income. We have undergone ownership changes in the past, which have resulted in limitations on our ability to utilize our NOLs, and future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. The existing NOLs of some of our subsidiaries may be subject to limitations arising from ownership changes prior to, or in connection with, their acquisition by us. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. There is also a risk that, due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities, including for state tax purposes. For these reasons, we may not be able to utilize some portion of our NOLs even if we attain profitability.

We identified a material weakness in our internal control over financial reporting and, as a result, determined that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2022, which resulted in the restatement of our previously issued unaudited condensed consolidated financial statements. Although we have remediated the material weakness, failure to establish and maintain effective internal control over financial

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reporting and disclosure controls and procedures in future periods could have a material adverse effect on our financial statements.

On February 27, 2023, the audit committee of our board of directors, after discussion with management, determined that the previously filed unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2022 and the nine months ended September 30, 2022 as included in the Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2022 and September 30, 2022, respectively, should no longer be relied upon as a result of an error in the presentation in our condensed consolidated statements of cash flows primarily related to cash balances held on behalf of creators that are denominated in currencies other than the functional currency. The effect of exchange rate changes on cash balances were not disclosed as a separate item in the reconciliation of beginning and ending balances of cash. Additionally, the unrealized foreign currency transaction gains and losses were not disclosed as a reconciliation of net loss and net cash flow from operating activities. As a result, we amended and restated the condensed consolidated statements of cash flows for the six months ended June 30, 2022 and the nine months ended September 30, 2022.

In evaluating the root cause for the misstatements, we identified a material weakness in internal control over financial reporting and, as a result, determined that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2022. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent or detect material misstatements in our interim or annual consolidated financial statements due to error or fraud.

The identified material weakness in our internal control over financial reporting relates to the lack of an effectively designed control activity over the presentation of unrealized foreign currency transaction gains and losses and effects of exchange rate changes on cash, cash equivalents and restricted cash within the consolidated statements of cash flows. The material weakness resulted in a restatement of our previously filed consolidated financial statements as of and for each of the periods ended June 30, 2022 and September 30, 2022 and a revision to the consolidated financial statements as of and for the year ended December 31, 2021, including the quarterly periods therein, as of and for the year ended December, 31 2020 and for the quarterly period ended March 31, 2022. Although the material weakness has been remediated as of December 31, 2023, if we identify additional control deficiencies that individually or in the aggregate constitute one or more material weaknesses or we otherwise fail to maintain effective disclosure controls and procedures or internal control over financial reporting in the future, our ability to accurately record, process, and report financial information and consequently, our ability to prepare financial statements within required time periods, could be adversely affected, which may negatively impact the confidence level of our stockholders and other market participants as well as our ability to remain listed on the New York Stock Exchange (NYSE). The discovery of additional material weaknesses could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Class A common stock. Although we implemented additional controls and procedures to remediate the material weakness described above, in the future those controls and procedures may not be adequate to prevent or detect material misstatements in our interim or annual consolidated financial statements due to fraud or errors.

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~~2025, we had cash and cash equivalents of $~~416~~299.59 million, of which $~~266~~253.06 million was cash held on behalf of and due to our creators. Our net revenues were $~~325~~291.18 million and $~~326~~325.1 million for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and the net cash provided by operating activities was $3517.67 million and $1935.06 million for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

We may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. Our ability to obtain financing will depend on a number of factors, including:

•general economic and capital market conditions, including increased interest rates;

•the availability of credit from banks or other lenders;

•investor confidence in us; and

•our results of operations.

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.

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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.

In June 2020, we issued $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 (2025 Notes), of which $120 million aggregate principal amount was repurchased in August 2024, and in March 2021, we issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (2026 Notes and, together with the 2025 Notes, the Convertible Notes). The Convertible Notes and any additional funding from debt financings may make it more difficult for us to operate our business because a portion of our cash generated from internal operations will be used to make principal and interest payments on the indebtedness and we are, or may be, obligated to abide by restrictive covenants contained in the debt financing agreements. See the risk factor below titled “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” for additional information.

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;

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•hire, train and retain employees;

•respond to competitive pressures or unanticipated working capital requirements; or

•pursue acquisition opportunities.

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.~~29

Although we repurchased $120 million of the aggregate principal amount of the 2025 Notes in August 2024, we have substantial outstanding debt, and we may incur additional indebtedness to meet future financing needs. Our substantial levels of indebtedness increase the possibility that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due in respect of, these obligations. Other risks relating to long-term indebtedness include:

•increased vulnerability to general adverse global and regional economic and industry conditions;

•a need to divert a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;

•limited ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may adversely affect our ability to implement our business strategy;

•limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities;

•diluting the interests of our existing stockholders as a result of issuing shares of our Class A common stock upon conversion of the Convertible Notes; and

•a competitive disadvantage compared to our competitors that have less debt or have better access to capital.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the Convertible Notes, and our cash needs may increase in the future. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.

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We may not have the ability to raise the funds necessary for cash settlement upon conversion of the Convertible Notes or to repurchase the Convertible Notes for cash following a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion of the Convertible Notes or to repurchase the Convertible Notes.

Subject to limited exceptions, holders of the Convertible Notes have the right to require us to repurchase their Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon conversion of the Convertible Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Notes surrendered therefor or pay the cash amounts, if any, due upon conversion. In addition, our ability to repurchase the Convertible Notes or to pay cash upon conversions of the Convertible Notes may be limited by applicable law, by regulatory authorities or by agreements governing our future indebtedness. Our failure to repurchase the Convertible Notes at a time when such repurchase is required by the indenture governing the Convertible Notes or settle future conversions of the Convertible Notes as required by the indenture would constitute a default under such indenture. A default under the indenture or the fundamental change itself may also lead to a default under agreements governing our existing or future indebtedness, which may result in such existing or future indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under such existing or future indebtedness and repurchase the Convertible Notes or make cash payments due, if any, upon conversions thereof.

The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.

The accounting method for reflecting the Convertible Notes on our balance sheet, accruing amortized interest expense for the Convertible Notes and reflecting the underlying shares of our Class A common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

For the fiscal year beginning January 1, 2021, we elected to early adopt new accounting guidance that was recently released that simplifies the accounting for convertible debt that may be settled in cash. As a result, we record the Convertible Notes entirely as a liability on our balance sheet, net of issuance costs incurred, with interest expense reflecting the cash coupon plus the amortization of the capitalized issuance costs. Additionally, the new guidance modifies the treatment of convertible debt securities that may be settled in cash or shares by requiring the use of the “if-converted” method. Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Notes were converted solely into shares of Class A common stock at the beginning of the reporting period, unless the result would be anti-dilutive. In addition, in the future, we may, in our sole discretion, irrevocably elect to settle the conversion value of the Convertible Notes in cash up to the principal amount being converted. Following such an irrevocable election, if the conversion value of the Convertible Notes exceeds their principal amount for a reporting period, then we will calculate our diluted earnings per share by assuming that all of the Convertible Notes were converted at the beginning of the reporting period and that we issued shares of our Class A common stock to settle the excess, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the Convertible Notes are satisfied, then, under certain conditions, we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their Convertible Notes and could materially reduce our reported working capital.

The capped call transactions may affect the value of the Convertible Notes and our Class A common stock.

In connection with the offering of the 2025 Convertible Notes, we entered into the 2025 Capped Calls, and in connection with the offering of the 2026 Notes, we entered into the 2026 Capped Calls (collectively, the Capped Calls, and the financial institutions party thereto, the Option Counterparties). The Capped Calls are expected generally to reduce potential dilution to our Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

We have been advised that in connection with establishing their initial hedges of the Capped Calls, the Option Counterparties or their respective affiliates entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stock concurrently with or shortly after the offering of the relevant Convertible Notes.

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In addition, we have been advised that the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions at any time prior to the maturity of the relevant Convertible Notes (and are likely to do so following any conversion of the relevant Convertible Notes, any repurchase of the relevant Convertible Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the relevant Convertible Notes are repurchased by us, in each case if we exercise our option to terminate the relevant portion of the relevant Capped Calls). This activity could cause or avoid an increase or a decrease in the market price of our Class A common stock.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the Convertible Notes or our Class A common stock. In addition, we do not make any representation that the Option Counterparties will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Provisions in the indentures governing the Convertible Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Convertible Notes and the indentures governing the Convertible Notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change (as defined in the indentures governing the Convertible Notes), then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change (as defined in the indentures governing the Convertible Notes), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the indentures governing the Convertible Notes could increase the cost of acquiring us or otherwise discourage a third-party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

Risks Related to Ownership of Our Class A Common Stock

The market price of our Class A common stock may be volatile and may decline regardless of our operating performance.

The market prices of the securities of technology companies have been highly volatile. The market price of our Class A common stock has in the past, and may in the future, fluctuate significantly in response to numerous factors, many of which are beyond our control, including, but not limited to:

•overall performance of the equity markets and/or publicly listed technology companies;

•actual or anticipated fluctuations in our net revenue or other operating metrics;

•changes in the financial projections we provide to the public or our failure to meet these projections;

•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors;

•the economy as a whole and market conditions in our industry;

•rumors and market speculation involving us or other companies in our industry;

•announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•lawsuits threatened or filed against us;

•recruitment or departure of key personnel; and

•other events or factors, including those resulting from war, public health concerns and epidemics, incidents of terrorism or responses to these events.

In addition, the global stock markets have experienced, and may continue to experience, significant volatility, and the price of our Class A common stock has been volatile and has decreased significantly. Certain macroeconomic factors and geopolitical events have had, and are likely to continue to have, a significant effect on the market price of securities generally, including our Class A common stock. In the past, stockholders have filed securities class action litigation following periods of market volatility.

Moreover, because of these fluctuations, comparing our results of operations on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our net revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we

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may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated net revenue or earnings forecasts that we may provide.

The dual class structure of our common stock has the effect of concentrating voting control with our directors, executive officers and their affiliates and that may depress the trading price of our Class A common stock.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of December 31, 2024, our directors, executive officers and stockholders holding more than 5% of our outstanding shares, and their affiliates, beneficially owned in the aggregate a majority of the voting power of our capital stock. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval until September 20, 2028, the date that is the ten-year anniversary of the closing of our IPO. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long-term.

If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If industry analysts cease publishing research on our company, the trading price for our Class A common stock would be negatively affected. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.

We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.

Our board of directors has authorized management to repurchase shares of our Class A common stock at management’s discretion. Share repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions or by any combination of such methods. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. The manner, timing and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our Class A common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities, all of which may be further impacted by macroeconomic conditions and factors, including rising interest rates, tariffs, and inflation, global conflicts, and public health crises. Our share repurchase program authorization does not have an expiration date nor does it obligate us to acquire any specific number or dollar value of shares. Our share repurchase programs may be modified, suspended or terminated at any time, which may result in a decrease in the trading prices of our Class A common stock. Additionally, the Inflation Reduction Act of 2022 introduced a 1% excise tax on share repurchases, which increases the costs associated with repurchasing shares of our Class A common stock. Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value or may not prove to be the best use of our cash. Share repurchases could have an impact on our share trading prices, increase the volatility of the price of our Class A common stock, or reduce our available cash balance such that we will be required to seek financing to support our operations.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.

If we issue additional capital stock in connection with financings, acquisitions, investments, equity incentive plans or otherwise, our existing stockholders could experience significant dilution. We may also raise capital through additional equity or equity-linked financings. In addition, the conversion of some or all of our Convertible Notes may dilute the ownership

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interests of existing stockholders to the extent we deliver shares upon any conversion of the Convertible Notes. Any sales in the public market of our Class A common stock issuable upon such conversion could adversely affect prevailing market prices of our Class A common stock. The existence of the Convertible Notes also may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions. The anticipated conversion of the Convertible Notes into shares of our Class A common stock could also depress the price of our Class A common stock. We also grant equity awards to employees, directors and consultants under our stock incentive plans. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

We do not intend to pay dividends on our Class A common stock and, consequently, the ability of Class A common stockholders to achieve a return on investment will depend on appreciation in the price of our Class A common stock.

We have never declared or paid any dividends on our capital stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. As a result, Class A common stockholders may only receive a return on their investment in our Class A common stock if the market price of our Class A common stock increases.

Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board of directors and limit the market price of our Class A common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

•provide that our board of directors be classified into three classes of directors with staggered three-year terms;

•permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•provide that only the Chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors is authorized to call a special meeting of stockholders;

•provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;

•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and

•advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

Our amended and restated bylaws designate certain state or federal courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court or other state courts located within the State of Delaware) will be the exclusive forum for:

•any derivative action, suit or proceeding brought on our behalf;

•any action, suit or proceeding asserting a breach of fiduciary duty;

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•any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; or

•any action asserting a claim against us that is governed by the internal affairs doctrine.

Our amended and restated bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

These provisions are intended to benefit and may be enforced by us, our officers and directors, the underwriter for any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying this offering. Notwithstanding the foregoing, these provisions do not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and results of operations.

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Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.

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. With regards to the NIST CSF, this does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

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 have not identified risks from known cybersecurity threats that have materially affected or are reasonably likely to materially affect us, or our operations, business strategy, results of operations, or financial condition, including as a result of any prior cybersecurity incidents.

Cybersecurity Governance

Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the "Committee") oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

The Committee reports to the full board of directors regarding its activities, including those related to cybersecurity. The full board of directors also receives occasional briefings from management on our cyber risk management program. Our board of directors receives presentations on cybersecurity topics from our ~~Chief~~Senior Director of Information ~~Security~~Technology ~~Officer~~& ~~(CISO)~~Security, 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~~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 ~~cybersecurity consultants. Our management team’s experience includes over 40 years of combined cybersecurity experience across architecture, engineering, operations and compliance.~~

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cybersecurity consultants. Our management team’s experience includes over 40 years of combined cybersecurity experience across architecture, engineering, operations and compliance.

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.

Item 2. Properties

We lease all our facilities and do not own any real property. We are a remote-first company, meaning that for the vast majority of roles, our employees have the option to work remotely. As a result of this strategy, we maintain our corporate headquarters in San Francisco, California and lease physical offices in certain cities around the world for purposes of collaboration and team building. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 3. Legal Proceedings

~~Refer~~See to Note 10, "Commitments and ~~Contingent~~Contingencies" ~~Liabilities~~and -Note ~~Litigation~~16, ~~and~~"Subsequent ~~Loss Contingencies~~Events" into ~~the~~our ~~Notes~~consolidated tofinancial ~~the~~statements ~~Consolidated~~included ~~Financial~~elsewhere ~~Statements~~in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

Our Class A common stock has been listed on the New York Stock Exchange (NYSE) under the symbol “EB” since September 20, 2018. Prior to that date, there was no public trading market for our stock. 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. 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. As a result, trading of our Class A common stock on the NYSE was suspended before trading commenced on March 10, 2026. 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.

Holders of Record

As of ~~February~~March 205, ~~2025~~2026, prior to the consummation of the Merger, there were 4136 holders of record of our Class A common stock and 5554 holders of record of our Class B common 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.

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. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not expect to pay any dividends on our capital stock in the foreseeable future. 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

~~The table below provides information regarding our share repurchases during the three months ended December 31, 2024:~~None.

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). 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.

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.

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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.

39The 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. 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. Historical stock price performance should not be relied upon as an indication of future stock price performance.

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The following graph compares the cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Standard & Poor’s 500 Index, or S&P 500, and the S&P North American Technology Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index on September 20, 2018, the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2024. The returns shown are based on historical results and are not intended to suggest future performance.

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Item 6. [Reserved]

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~33

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in this Annual Report on Form 10-K. Our fiscal year ends December 31.

Overview

In ~~2024~~2025, Eventbrite creators hosted nearly 5 4.6 million free and paid events, issuing ~~270~~258 million tickets on our global marketplace which resulted in over $3.20 billion dollars in gross ticket sales for the year. 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.

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.

On February 27, 2026, Eventbrite’s stockholders approved the Merger. The Merger was consummated on March 10, 2026. 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 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. 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.

On March 10, 2026, immediately following the consummation of the Merger, 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. 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. 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.

Key Business Metrics and Non-GAAP Financial Measures

We monitor key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to revenue, net loss, and other results under generally accepted accounting principles (GAAP), the following tables set forth key business metrics and non-GAAP financial measures we use to evaluate our business. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business performance. We believe that the use of Adjusted EBITDA is helpful to our investors as this metric is used by management in assessing the health of our business and our operating performance, making operating decisions, evaluating performance and performing strategic planning and annual budgeting. 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.

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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 table below sets forth the paid ticket volume for the periods indicated:

	~~Year Ended December 31,~~				Year Ended December 31,
	2024		2023		2022
					2025		2024		2023
	~~(in thousands)~~				(in thousands)
Paid ticket volume	~~83,834~~		~~93,443~~		8778,~~056~~862		83,834		93,443
Paid ticket volume change (%)	~~(10)~~	%	7	%	29(6)	%	(10)	%	7	%

Our paid ticket volume for events outside of the United States represented 4041%, 40% and 3940% for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

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. 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. Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in ~~evaluating~~accordance ~~acquisition~~with ~~opportunities~~GAAP.

WeEffective ~~calculate~~with ~~Adjusted~~the ~~EBITDA~~second asfiscal ~~net~~quarter ~~loss~~of ~~adjusted~~2025, we revised our definition of Adjusted EBITDA to ~~exclude~~include ~~depreciation~~certain significant and ~~amortization, stock~~non-~~based~~recurring ~~compensation~~legal ~~expense~~matters, ~~interest~~net ~~income,~~of ~~interest~~insurance ~~expense~~recoveries, ~~employer~~that ~~taxes~~we ~~related~~consider to ~~employee~~be ~~equity~~non-recurring ~~transactions,~~and ~~other~~not ~~income~~reflective ~~(expense),~~of ~~net,~~our ~~and~~ongoing ~~income~~operations. ~~tax~~This ~~provision~~change ~~(benefit).~~better aligns Adjusted EBITDA ~~should~~with ~~not~~how bemanagement ~~considered~~evaluates asour ancore ~~alternative~~operating toperformance. ~~net~~This ~~loss~~updated ordefinition ~~any~~has ~~other~~been ~~measure~~applied ofprospectively, ~~financial~~beginning ~~performance~~with ~~calculated~~the ~~and~~three ~~presented~~months inended ~~accordance~~June ~~with~~30, ~~GAAP~~2025. Prior period results have not been recast, as the change does not impact any previously reported amounts.

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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,~~				Year Ended December 31,
	2024		2023		2022
					2025		2024		2023
	~~(in thousands)~~				(in thousands)
Net loss(1)	$	(15,571)	$	(26,479)	$	(55,384)
Net loss (1)					$	(10,515)	$	(15,571)	$	(26,479)
Add:
Depreciation and amortization	~~15,104~~		~~13,760~~		1413,~~860~~907		15,104		13,760
Stock-based compensation	~~49,688~~		~~55,056~~		5332,~~356~~509		49,688		55,056
Interest income	~~(25,243)~~		~~(27,495)~~		(614,~~432~~223)		(25,243)		(27,495)
Interest expense	~~8,792~~		~~11,185~~		115,~~269~~508		8,792		11,185
Employer taxes related to employee equity transactions	1,112		972		849
(Gain) loss on debt extinguishment					(5,821)		314		—
Other (income) expense, net	(930)		(335)		3,679
Merger related costs (2)					3,467		—		—
Income tax provision (benefit)	2,159		1,991		126
Employer taxes related to employee equity transactions					810		1,112		972
Adjusted EBITDA	$	35,111	$	28,655	$	22,323
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. 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.

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. Our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.35

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(2) Merger-related costs represent professional fees and other costs directly associated with the Merger with Bending Spoons. These costs are transaction-specific and are not considered by management to be reflective of the Company’s ongoing operating performance. Accordingly, these expenses have been excluded from Adjusted EBITDA to facilitate period-over-period comparisons of the Company’s core operating results.

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. Our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

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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.

For a discussion and comparison of the years ended December 31, ~~2023~~2024 and ~~2022~~2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the ~~2023~~2024 Annual Report on Form 10-K filed with the SEC on February 27, ~~2024~~2025. The 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:

	Year Ended December 31,
Consolidated Statements of Operations					Year Ended December 31,
	2024		2023		2022
					2025		2024		2023
	(in thousands)
Net revenue					$	291,843	$	325,068	$	326,134
Consolidated Statements of Operations
Cost of net revenue					94,544		98,505		103,130
Net revenue	$	325,068	$	326,134	$	260,927
Gross profit					197,299		226,563		223,004
Cost of net revenue	98,505		103,130		90,746
Operating expenses:
Gross profit	226,563		223,004		170,181
Product development					72,577		95,283		98,294
Operating expenses:
Sales, marketing and support					81,172		92,014		74,574
Product development	95,283		98,294		86,346
General and administrative					69,644		70,059		91,269
Sales, marketing and support	92,014		74,574		49,292
Total operating expenses					223,393		257,356		264,137
General and administrative	70,059		91,269		81,285
Loss from operations					(26,094)		(30,793)		(41,133)
Total operating expenses	257,356		264,137		216,923
Interest income					14,223		25,243		27,495
Loss from operations	(30,793)		(41,133)		(46,742)
Interest expense					(5,508)		(8,792)		(11,185)
Interest income	25,243		27,495		6,432
Gain (loss) on debt extinguishment					5,821		(314)		—
Interest expense	(8,792)		(11,185)		(11,269)
Other income (expense), net					2,513		1,244		335
Other income (expense), net	930		335		(3,679)
Loss before income taxes					(9,045)		(13,412)		(24,488)
Loss before income taxes	(13,412)		(24,488)		(55,258)
Income tax provision					1,470		2,159		1,991
Income tax provision	2,159		1,991		126
Net loss					$	(10,515)	$	(15,571)	$	(26,479)
Net loss	$	(15,571)	$	(26,479)	$	(55,384)

	Year Ended December 31,
Consolidated Statements of Operations, as a percentage of net revenue					Year Ended December 31,
	2024		2023		2022
					2025		2024		2023
Consolidated Statements of Operations, as a percentage of net revenue
Net revenue					100	%	100	%	100	%
Net revenue	100	%	100	%	100	%
Cost of net revenue					32		30		32
Cost of net revenue	30		32		35
Gross profit					68		70		68
Gross profit	70		68		65
Operating expenses:
Operating expenses:
Product development					25		29		30
Product development	29		30		33
Sales, marketing and support					28		28		23
Sales, marketing and support	28		23		19
General and administrative					24		22		28
General and administrative	22		28		31
Total operating expenses					77		79		81
Total operating expenses	79		81		83
Loss from operations					(9)		(9)		(13)
Loss from operations	(9)		(13)		(18)
Interest income					5		8		8
Interest Income	8		8		2
Interest expense					(2)		(3)		(3)
Interest expense	(3)		(3)		(4)
Gain (loss) on debt extinguishment					2		—		—
Other income (expense), net	—		—		(1)		—		—
Loss before income taxes	~~(4)~~		~~(8)~~		(213)		(4)		(8)
Income tax provision	1		1		—1		1		1
Net loss	~~(5)~~	%	~~(7)~~	%	(214)	%	(5)	%	(7)	%

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Comparison of the years ended December 31, ~~2024~~2025 and ~~2023~~2024

Net Revenue

We currently generate revenues primarily from service fees and payment processing fees from the sale of paid tickets on our platform. 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. We also derive a portion of revenues from fees associated with advertising and other marketplace services. Net revenue excludes sales taxes and value-added taxes (VAT) and is presented net of estimated customer refunds, chargebacks and amortization of creator signing fees.

	~~Year Ended December 31,~~		Year Ended December 31,		~~Change~~
	2024		2023		$		%
										2025		2024		$ Change		% Change
	(in thousands, except percentages)
									(in thousands except percentages)
Net revenue	$	325,068	$	326,134	$	(1,066)	—	%
Total net revenue										$	291,843	$	325,068	$	(33,225)	(10)	%

The decrease in net revenue during ~~2024~~2025 compared to ~~2023~~2024 was primarily ~~due~~driven toby a ~~decrease~~$20.8 million decline in ticketing revenue, ~~due~~reflecting to lower paid ticket volume. ~~Revenue~~The ~~for~~year-over-year ~~the~~decrease ~~year~~also ~~ended~~reflects ~~December 31,~~the ~~2024~~$16.8 ~~reflects~~million ~~changes~~decline toin organizer ~~fees~~fee ~~effective~~revenue ~~September~~attributable ~~2024,~~to ~~including~~ the ~~discontinuation~~removal of ~~the~~organizer ~~Flex~~fees ~~plan~~in ~~and~~September a2024. ~~reduction~~These todecreases ~~Pro~~were ~~plan~~partially ~~pricing.~~offset ~~Additionally,~~by ~~there was~~ a $54.24 million increase in ~~revenue from~~ advertising services ~~during 2024 compared to 2023~~revenue.

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.

Cost of Net Revenue

Cost of net revenue consists of variable costs related to payment processing fees and fixed costs related to making our platform generally available. 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.~~

Generally, we expect cost of net revenue to fluctuate as a percentage of net revenue in the near- to mid-term primarily driven by the fixed costs absorption relative to total net revenue and our geographical revenue mix. Our payment processing costs for credit and debit card payments are generally lower outside of the United States due to a number of factors, including lower card network fees and lower cost alternative payment networks. Consequently, if we generate more revenue internationally, we expect that our overall payment processing costs will decline as a percentage of total revenue. Processing fees are the largest component of cost of net revenue, therefore as our total net revenue increases or decreases our cost of net revenue as a percentage of net revenue will similarly fluctuate.

	~~Year Ended December 31,~~			Year Ended December 31,			~~Change~~
	2024			2023			$		%
											2025			2024			$ Change		% Change
	(in thousands, except percentages)
											(in thousands except percentages)
Cost of net revenue	$	~~98,505~~		$	~~103,130~~		$	~~(4,625)~~	~~(4)~~	%	$	94,544		$	98,505		$	(3,961)	(4)	%
Percentage of total net revenue	30		%	32		%					32		%	30		%
Gross margin	70		%	68		%					68		%	70		%

The decrease in cost of net revenue during ~~2024~~2025 compared to ~~2023~~2024 was primarily ~~due~~driven toby alower ~~decrease in~~ payment processing costs, ~~associated~~reflecting ~~with~~reduced ~~the~~paid ~~decrease in~~ ticket ~~sales~~ volume, ~~and~~on ~~personnel~~the ~~costs~~platform during 2025.

~~Additionally,~~The ~~during~~decrease ~~the~~in ~~year~~gross ~~ended~~margin ~~December~~during ~~31,~~2025 ~~2023,~~compared weto ~~incurred~~2024 ~~restructuring related costs of which $2.0 million~~ was ~~included~~primarily inattributable ~~cost~~to ~~of net revenue. For information on~~ the ~~costs~~removal ~~associated~~of ~~with~~organizer ~~the~~fees ~~2023~~implemented ~~restructuring,~~in ~~see~~September ~~Note 1~~2024, ~~"Overview~~which ~~and~~impacted ~~Basis of Presentation", in~~ the ~~notes~~higher-margin toorganizer ~~the~~fee ~~consolidated financial statements~~revenue.

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.

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Operating Expenses

Operating expenses consist of product development, sales, marketing and support and general and administrative expenses. ~~Direct~~The ~~and~~most ~~indirect~~significant recurring cost across these categories is personnel-related ~~costs~~expenses, 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.~~ 38

~~Product~~Table ~~development expenses consist primarily~~ of employee-related costs including salaries, bonuses, benefits, and stock-based compensation, and third-party infrastructure expenses incurred in developing our platform including software subscription costs. Generally, we expect our product development expenses to increase in absolute dollars as we focus on enhancing and expanding the capabilities of our platform. Our product development expenses remained generally consistent year-over-year as a percentage of net revenue.Contents

	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		%

Product development

~~The~~Product ~~decrease in product~~ development ~~costs~~expenses ~~during~~consist ~~2024 compared to 2023 was~~ primarily ~~driven~~of byemployee-related ~~decreased~~ costs, ~~associated~~which ~~with~~include ~~restructuring.~~salaries, ~~During~~bonuses, ~~the~~benefits, ~~year~~and ~~ended~~stock-based ~~December 31,~~compensation. ~~2024~~Additionally, wethese ~~incurred~~expenses ~~$3.4~~cover ~~million~~third-party ininfrastructure costs ~~related~~incurred toin ~~product~~the development ~~as a result~~ of aour ~~reduction in force~~platform, ~~compared~~such toas ~~restructuring~~software ~~related~~subscription ~~costs of $6~~fees.9 ~~million~~We inremain ~~2023.~~committed ~~For~~to ~~information~~balancing oncost ~~the~~management ~~costs associated~~ with ~~the~~strategic ~~2024~~investments ~~reduction~~to inensure ~~force~~sustainable ~~and~~growth ~~the 2023 restructuring, see Note 1, "Overview~~ and ~~Basis~~value ofcreation ~~Presentation",~~for inour ~~the notes to the consolidated financial statements~~platform.

Sales, marketing and support.


	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. This lower headcount reflects the full-year impact of the 2024 reduction in force, as well as other changes in staffing levels throughout the periods presented. During the year ended December 31, 2024, we recognized $3.4 million in incremental costs, including severance and related benefits, associated with the reduction in force implemented in that year.

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. Sales, marketing and support expenses are driven by investments to grow and retain creators and attendees on our platform, and improve the customer experience. Additionally, we classify certain creator-related expenses, including instances in which we issue refunds to consumers on behalf of creators and reserves for estimated advance payout losses and chargebacks, as sales, marketing and support expenses.

	~~Year Ended December 31,~~			Year Ended December 31,			~~Change~~
	2024			2023			$		%
											2025			2024			$ Change		% Change
	(in thousands, except percentages)
											(in thousands except percentages)
Sales, marketing and support	$	~~92,014~~		$	~~74,574~~		$	~~17,440~~	23	%	$	81,172		$	92,014		$	(10,842)	(12)	%
Percentage of total net revenue	28		%	23		%					28		%	28		%

The ~~increase~~decrease in sales, marketing and support costs during ~~2024~~2025 compared to ~~2023~~2024 was primarily driven by changes in reserves, including a $1410.1 million ~~increase~~reduction ~~due~~in tochargeback ~~higher~~activity, ~~chargeback~~reflecting ~~and~~the impact of fraud remediation ~~costs~~initiatives. ~~and~~The year-over-year decrease also reflects a $6.1.7 million ~~change~~increase into ~~our~~the advanced ~~payouts~~payout reserve, ~~reflecting~~recognized ain ~~prior-year~~2024 ~~release~~that ~~compared~~did tonot arecur ~~current-year~~in ~~increase~~2025. ~~Higher~~During ~~employee~~the ~~related~~year ~~costs,~~ended ~~including~~December ~~stock-based~~31, ~~compensation~~2024, we also ~~contributed~~recognized to$0.5 ~~the~~million ~~increase~~in incremental costs, ~~partially~~including ~~offset~~severance byand ~~decreases~~related benefits, associated with the reduction in ~~advertising~~force ~~spend~~implemented ~~and~~in ~~restructuring~~that ~~costs~~year.

~~During~~These ~~the~~decreases ~~year~~were ~~ended~~partially ~~December 31,~~offset ~~2024,~~by wehigher ~~incurred $0.5 million in costs~~ personnel-related ~~to sales~~costs, ~~marketing,~~including ~~and~~stock-based ~~support as a result of a reduction in force~~compensation, ~~compared to restructuring related costs~~ of $23.64 million ~~in 2023. For information on the costs associated with the restructuring~~, ~~see~~driven ~~Note~~by 1,increased ~~"Overview~~investment ~~and Basis of Presentation",~~ in the ~~notes~~sales toorganization ~~the~~during ~~consolidated financial statements~~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. 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.


	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		%

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~~upfront~~The ~~payments~~decrease in general and administrative expenses during 2025 compared to 2024 was primarily driven by a $5.1 ~~Over~~million ~~the~~reduction ~~long~~in personnel costs, including stock-~~term~~based compensation, wereflecting ~~anticipate~~a ~~general~~lower ~~and~~average ~~administrative~~headcount ~~expenses~~in 2025. Included within stock-based compensation was a $2.9 million cumulative catch-up adjustment related to ~~decline~~the modification of certain equity awards. In addition, consulting fees decreased by $1.2 million in 2025 as a ~~percentage~~result of ~~net~~cost ~~revenue~~management asinitiatives. During the year ended December 31, 2024, we ~~expect~~incurred to$1.4 ~~grow~~million ~~our~~in ~~net~~costs ~~revenues~~associated ~~and~~with ~~scale~~the ~~our~~reduction ~~business~~in force implemented in that year.

	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		%

These decreases were partially offset by $3.5 million in incremental professional and consulting fees, including legal and financial advisory fees, related to the Merger with Bending Spoons, and the non-recurrence of a $4.4 million creator upfront reserve release recorded in 2024. This prior year release resulted from a loss recovery associated with a litigation settlement finalized in June 2024.

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.

During the year ended December 31, 2024, we incurred $1.4 million in general and administrative costs due to a reduction in force, compared to restructuring related costs of $4.9 million in 2023. For information on the costs associated with the restructuring, see Note 1, "Overview and Basis of Presentation", in the notes to the consolidated financial statements.

Interest Income

Interest income consists primarily of interest earned on our cash, cash equivalents, marketable securities and amounts held on behalf of customers.

	~~Year Ended December 31,~~			Year Ended December 31,			~~Change~~
	2024			2023			$		%
											2025			2024			$ Change		% Change
	(in thousands, except percentages)
											(in thousands except percentages)
Interest income	$	~~25,243~~		$	~~27,495~~		$	~~(2,252)~~	~~(8)~~	%	$	14,223		$	25,243		$	(11,020)	(44)	%
Percentage of total net revenue	8		%	8		%					5		%	8		%

The decrease in interest income during ~~2024~~2025 compared to ~~2023~~2024 was primarily ~~due~~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. Treasury bills during 2025 compared to 2024.

Interest Expense

InInterest ~~March~~expense ~~2021,~~consists weprimarily ~~issued~~of ~~$212.75~~cash ~~million~~interest ~~aggregate~~expense, ~~principal~~amortization ~~amount~~ of ~~the~~debt ~~2026~~discount, ~~Notes~~ and inissuance ~~June~~costs ~~2020,~~on weour ~~issued~~Convertible ~~$150.0~~Notes ~~million~~(as ~~aggregate~~defined ~~principal~~below) ~~amount~~and ofTerm ~~the 2025 Notes~~Loan.

Interest expense consists primarily of cash interest expense, amortization of debt discount, and issuance costs on our 2025 Notes and 2026 Notes.


	Year Ended December 31,
		2025			2024			$ Change		% Change
		(in thousands except percentages)
Interest expense		$	5,508		$	8,792		$	(3,284)	(37)	%
Percentage of total net revenue		2		%	3		%

	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 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.

~~The~~In ~~decrease~~August in2024, ~~interest~~we ~~expense~~repurchased ~~during~~$120.0 ~~2024~~million ~~compared~~aggregate ~~2023~~principal ~~was~~amount ~~primarily~~of our 5.000% convertible senior notes due to2025 (the ~~repurchase~~"2025 ofNotes" and together with the 2026 Notes, the "Convertible Notes"), and the remaining $~~120~~30.0 million principal amount matured and was repaid in December 2025, which resulted in a $4.6 million year-over-year reduction in interest expense. In August 2025, we also repurchased $125.0 million aggregate principal amount of ~~the~~our ~~2025~~2026 Notes, resulting in an additional $0.6 million decrease in interest expense. These decreases were partially offset by a $1.9 million increase in interest expense related to the $60.0 million term loan entered into August ~~2024~~2025.

~~Other~~Gain ~~Income,~~(loss) ~~Net~~on debt extinguishment

Other income, net consists primarily of foreign exchange rate remeasurement gains and losses recorded from consolidating our subsidiaries each period-end.


	Year Ended December 31,
		2025			2024			$ Change		% Change
		(in thousands except percentages)
Gain (loss) on debt extinguishment		$	5,821		$	(314)		$	6,135	1954	%
Percentage of total net revenue		2		%	—		%

	Year Ended December 31,						Change
	2024			2023			$		%
	(in thousands, except percentages)
Other income, net	$	930		$	335		$	595	178	%
Percentage of total net revenue	—		%	—		%

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~~The~~In ~~increase~~August in2024, ~~other~~we ~~income~~completed ~~during~~privately ~~2024~~negotiated ~~compared~~repurchases toof ~~2023~~our ~~was~~outstanding ~~primarily~~2025 ~~due~~Notes, torepurchasing a $3120.90 million ~~gain~~aggregate ~~awarded~~principal ~~from~~amount afor ~~litigation~~an ~~settlement~~aggregate incash ~~June~~payment ~~2024~~of $120.5 million, ~~offset~~which byincluded accrued and unpaid interest. We recognized a loss on extinguishment of $30.13 million ~~foreign~~in ~~currency~~connection ~~rate~~with ~~measurement~~these ~~fluctuations.~~repurchases during the year ended December 31, 2024.

In August 2025, we executed similar privately negotiated repurchases of our outstanding 2026 Notes, repurchasing $125.0 million aggregate principal amount for an aggregate cash payment of $118.9 million, which included accrued and unpaid interest. 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.


	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. 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. 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.

	~~Year Ended December 31,~~			Year Ended December 31,			~~Change~~
	2024			2023			$		%
											2025			2024			$ Change		% Change
	(in thousands, except percentages)
											(in thousands except percentages)
Income tax provision	$	~~2,159~~		$	~~1,991~~		$	~~168~~	8	%	$	1,470		$	2,159		$	(689)	(32)	%
Percentage of total net revenue	1		%	1		%					1		%	1		%

The ~~increase~~decrease in provision for income taxes during ~~2024~~2025 compared to ~~2023~~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.

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, we had cash and cash equivalents of $~~416~~299.59 million, ~~short-term investments of $25.0 million,~~ funds receivable of $3727.61 million, and restricted cash of $48107.06 million. Our cash and cash equivalents include bank deposits, ~~U.S. Treasury bills,~~ and money market funds held by financial institutions. Our ~~short-term investment portfolio, which consists of U.S. Treasury bills, is designed to preserve principal and provide liquidity. Our~~ 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, ~~the~~we ~~Company~~ established a letter of credit amounting to $48.0 million in order to manage and mitigate potential risks related to refunds and chargebacks. ~~This~~In ~~cash~~August is2025, ~~classified~~we asentered ~~restricted~~into ~~cash~~a ~~on the consolidated balance sheets~~$60.0 Asmillion ofterm ~~December 31~~loan, ~~2024,~~the ~~approximately~~proceeds ~~23%~~are ofbeing ~~our~~held ~~cash~~in ~~was~~escrow, ~~held~~net ~~outside~~ of ~~the United States~~$0.4 Wemillion doin ~~not~~bank ~~expect~~fees, pursuant to ~~incur~~the ~~significant~~Credit ~~taxes~~Agreement ~~related~~(as todefined ~~these amounts~~below). ~~The~~These ~~cash~~escrowed ~~was~~proceeds, ~~held~~together ~~primarily~~with tothe ~~fund~~cash ~~our~~securing ~~foreign~~the ~~operations~~letter ~~and on behalf~~ of, ~~and to be remitted to~~credit, ~~creators.~~are ~~Collectively,~~classified ~~our~~as ~~cash~~restricted ~~and~~ cash ~~equivalents,~~on ~~restricted~~the ~~cash,~~consolidated ~~short~~balance ~~term~~sheets. ~~investments~~The ~~and~~escrowed funds ~~receivable~~will ~~balances~~remain ~~represent~~restricted auntil ~~mix~~certain ofconditions ~~cash~~related ~~that~~to ~~belongs~~the torepayment usor ~~and~~repurchase ~~cash~~of ~~that~~our isoutstanding ~~due~~notes toare ~~creators~~satisfied.

~~The~~As ~~amounts due to creators, which was $300.2 million as~~ of December 31, ~~2024~~2025, ~~are~~approximately ~~captioned~~23% onof our ~~consolidated~~cash ~~balance~~was ~~sheets~~held asoutside ~~accounts~~of ~~payable,~~the ~~creators~~United States. ~~These~~We ~~ticketing~~do ~~proceeds~~not ~~are~~expect ~~legally~~to ~~unrestricted,~~incur ~~and~~significant wetaxes ~~invest~~related ato ~~portion~~these ofamounts. ~~creator~~The cash inwas ~~U.S.~~held ~~Treasury~~primarily ~~bills~~to ~~with~~fund ~~original~~our ~~maturities~~foreign ofoperations ~~less~~and ~~than~~on ~~one~~behalf ~~year. For qualified creators~~of, weand ~~pass ticket sales proceeds~~ to ~~the~~be ~~creator~~remitted ~~prior~~ to ~~the event~~, ~~subject to certain limitations~~creators. ~~Internally~~Collectively, weour ~~refer to these payments as advance payouts. When an advance payout is made, we reduce the~~ cash and cash equivalents ~~held~~and ~~for~~funds ~~creators~~receivable ~~with~~balances represent a ~~corresponding~~mix ~~decrease to our accounts payable, creators, which reflects the release~~ of ~~the~~cash ~~amount~~that ~~due~~belongs to ~~creators~~us ~~after~~and ~~ticket~~cash ~~proceeds~~that ~~are~~is ~~remitted~~due to ~~the creator~~creators.

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. 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. Such unrecoverable amounts could equal up to the value of the ticket sales or amounts settled to the creator prior to the event that has been postponed or cancelled or is otherwise disputed. 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. 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. 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. 41

In June 2020, we issued the 2025 Notes, and in March 2021, we issued the 2026 Notes. 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. Upon conversion, the notes may be settled in cash, shares

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Amounts due to creators, which totaled $278.2 million as of ~~Class~~December 31, A2025, ~~common~~are ~~stock~~presented on our consolidated balance sheets as accounts payable, orcreators. aAlthough ~~combination~~these ofticketing ~~cash~~proceeds ~~and~~are ~~shares~~legally ofunrestricted, ~~Class~~these Aamounts ~~common~~are ~~stock~~not expected to be used for general operating purposes. For qualified creators, atwe ~~our~~remit ~~election~~ticket sales proceeds prior to the event, subject to certain limitations. ~~During~~Internally, we refer to these payments as advance payouts. When an advance payout is made, we reduce the ~~third~~cash ~~quarter~~and cash equivalents held for creators with a corresponding decrease to our accounts payable, creators, which reflects the release of ~~2024~~the amount due to creators after ticket proceeds are remitted to the creator. When we provide advance payouts, we ~~entered~~assume ~~into~~risk ~~separately~~that an event may be canceled, ~~privately~~fraudulent, ~~negotiated~~or ~~Repurchases~~materially different from what was described, ~~pursuant~~resulting in significant chargebacks or refund requests. Our standard merchant agreement obligates creators to ~~which~~repay weus ~~repurchased~~for ~~$120~~ticket sales advanced under such circumstances.0 ~~million~~If ~~aggregate~~a ~~principal~~creator ~~amount~~is ofinsolvent, has spent the ~~2025~~proceeds ~~Notes.~~of ~~See~~ticket ~~Note~~sales 9on event-related costs, ~~"Debt"~~cancels the event, ~~for~~or ~~details~~engages ~~regarding~~in fraudulent activity, we may not be able to recover those advance payout losses. Such unrecoverable amounts could equal the ~~Repurchases~~value of ticket sales or amounts previously settled to the creator for events that have been postponed, canceled, or disputed.

OnWe ~~March~~record ~~14,~~estimates ~~2024,~~for welosses ~~announced~~related ~~that~~to ~~our~~chargebacks ~~board~~and ofrefunds ~~directors~~based ~~approved~~on avarious ~~share~~factors, ~~repurchase~~including ~~program~~the ~~with~~amounts ~~authorization~~paid toand ~~purchase~~outstanding up to ~~$100.0~~creators ~~million~~under of the ~~Company’s~~advance ~~Class~~payout Aprogram, ~~common~~macroeconomic ~~stock~~conditions, ~~which~~and ~~does~~actual ~~not~~chargeback ~~have~~and anrefund ~~expiration~~activity ~~date~~trends. ~~Through~~Due ~~December~~to 31the influence of macroeconomic conditions—such as shifts in consumer behavior, ~~2024~~inflation, weincreased ~~repurchased~~labor 10costs,~~201,720~~ ~~shares~~and ofhigher interest rates—our ~~Class~~reserve Aestimates ~~common~~are ~~stock~~subject ~~for~~to anuncertainty, ~~aggregate~~and ~~amount~~actual oflosses ~~$50.2~~could ~~million,~~differ ~~which~~materially ~~includes~~from ~~amounts~~our ~~accrued~~current ~~for~~estimates. ~~the~~We 1%will ~~excise~~adjust ~~tax~~our asrecorded areserves ~~result~~in offuture ~~the~~periods ~~Inflation~~to ~~Reduction~~reflect ~~Act~~our best estimates of ~~2022~~future outcomes. AsWe ofmay ~~December~~pay 31in cash a portion of, ~~2024~~all of, ~~approximately~~or an amount greater than the $5010.05 million ~~remained~~provision ~~available~~recorded ~~and~~as ~~authorized~~of ~~for~~December 31, ~~future repurchases~~2025.

WeIn ~~believe~~June ~~that~~2020, ~~our~~we ~~existing~~issued ~~cash~~the 2025 Notes, ~~together~~and ~~with~~in ~~cash~~March ~~generated~~2021, ~~from~~we ~~operations~~issued the 2026 Notes. During the third quarter of 2024, ~~will~~we berepurchased ~~sufficient~~$120.0 tomillion ~~meet~~aggregate ~~our~~principal ~~anticipated~~amount ~~cash~~of ~~needs~~the ~~for~~2025 atNotes ~~least~~in privately negotiated transactions. The 2025 Notes matured on December 1, 2025 and the ~~next~~remaining 12$30.0 ~~months~~million aggregate principal amount of the 2025 Notes was fully repaid and as a result, no 2025 Notes were outstanding as of December 31, 2025. ~~However~~The 2026 Notes mature on September 15, ~~our~~2026, ~~liquidity~~unless ~~assumptions~~earlier converted or redeemed. Under certain circumstances, holders of the 2026 Notes may ~~prove~~surrender their notes for conversion prior to maturity. Upon conversion, the 2026 Notes may be ~~incorrect~~settled in cash, ~~and~~shares weof ~~could~~Class ~~exhaust~~A ~~our~~common ~~available~~stock, ~~financial~~or ~~resources~~a ~~sooner~~combination ~~than~~of wecash ~~currently~~and ~~expect~~shares of Class A common stock, at our election.

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. The 2026 repurchases resulted in a $5.8 million gain on extinguishment recognized in the third quarter of 2025. Additionally, we entered into a Credit Agreement that provides for a four-year, $60.0 million senior secured Term Loan facility. The proceeds of the Term Loan are being held in escrow until the full amount of the 2025 Notes and an agreed portion of the 2026 Notes are repaid or repurchased, and the remaining portion of the 2026 Notes is cash-collateralized. Following the release from escrow, the proceeds may be used for general corporate purposes. 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. 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. We did not repurchase any of our Class A common stock during the year ended December 31, 2025. As of December 31, 2025, approximately $50.0 million remained available and authorized for future repurchases.

On July 4, 2025, the OBBBA was enacted, introducing significant changes to U.S. tax law. Among other provisions, OBBBA makes permanent several key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, immediate expensing of domestic research costs, and limitations on business interest expense deductions. The enactment of OBBBA had an immaterial impact on our income tax provision for the year ended December 31, 2025, primarily as a result of our valuation allowance. The provisions of OBBBA do not have a material impact on our financial position, results of operations, or liquidity.

On December 1, 2025, we entered into the Merger Agreement with Bending Spoons, pursuant to which Bending Spoons would acquire all of our shares of outstanding common stock for $4.50 per share in cash, without interest and subject to applicable withholding taxes as set forth in the Merger Agreement. The Merger Agreement was unanimously approved by our Board and subsequently approved by our stockholders. The Merger was consummated on March 10, 2026. In connection with the completion of the Merger, our Class A common stock will be delisted from the NYSE. We will cease to be a publicly traded company. The Merger and related Merger Agreement affected the timing of certain debt repayments (see "Merger Liquidity Considerations" below). Following the consummation of the Merger, our future capital requirements and liquidity are being managed by Bending Spoons.

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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. This assessment of our liquidity is based solely on our standalone operating plan and does not assume the consummation of the Merger. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect.

Merger Liquidity Considerations

In connection with the Merger, we were required to settle our outstanding debt obligations, which resulted in a material use of cash. Pursuant to the terms of the Merger Agreement, we delivered a payoff letter and satisfied the aggregate outstanding payoff amount under the Credit Agreement on the closing date of the Merger (the "Closing Date"), which resulted in the termination of the Credit Agreement and the release of all associated liens and guarantees.

Additionally, we were required to comply with the provisions of the indenture governing the 2026 Notes, under which the Merger constituted a “Fundamental Change.” On the Closing Date, we irrevocably deposited with the trustee a cash amount sufficient to fund the repurchase of all outstanding 2026 Notes at the Fundamental Change Repurchase Price and sent holders of the 2026 Notes a Fundamental Change Repurchase Notice, specifying that the formal repurchase of the 2026 Notes is expected to occur on April 9, 2026. We funded these obligations using our cash on hand at the Closing.

Cash Flows

	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)

Our cash flow activities were as follows for the periods presented:

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.


	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)

~~Comparison~~For a discussion and comparison of ~~Years~~the ~~Ended~~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.

Comparison of Years Ended December 31, and 2024

Cash Flows from Operating Activities

The net cash provided by operating activities of $3517.67 million for the year ended December 31, ~~2024,~~2025 was primarily due to our net loss of $1510.65 million, adjusted for non-cash charges of $9160.91 million primarily driven by stock-based compensation expense, and changes in our operating assets and liabilities that used $4031.8 million in cash, primarily driven by ~~refunds~~timing ~~and~~of ~~chargebacks~~accounts payable to creators.

The net cash provided by operating activities of $1935.06 million for the year ended December 31, ~~2023,~~2024 was primarily due to our net loss of $2615.56 million, adjusted for non-cash charges of $7991.29 million primarily driven by stock-based compensation expense and changes to our operating assets and liabilities that used $3340.78 million in cash, primarily driven by ~~timing~~refunds ofand ~~funds receivable~~chargebacks.

Cash Flows from Investing Activities

Net cash provided by investing activities of $~~123~~21.90 million for the year ended December 31, ~~2024~~2025 primarily consisted of $~~269~~25.0 million ~~from the~~ maturity of short-term investments, offset by $~~136~~3.89 million ~~used~~in ~~for~~capitalized ~~the~~internal-use ~~purchase~~software ofdevelopment ~~short-term investments~~costs.

Net cash ~~used~~provided inby investing activities of $69123.39 million for the year ended December 31, ~~2023~~2024 primarily consisted of $~~370~~269.20 million ~~used~~maturity ~~for the purchase~~ of short-term investments, offset by $~~308~~136.0 8 million ~~from~~in ~~the~~purchases ~~maturity~~ of short-term investments and $7.7 million in capitalized internal-use software development costs.

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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.

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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.

Effect of exchange rate changes on cash, cash equivalents and restricted cash

The effect of exchange rate changes on cash, cash equivalents, and restricted cash on our consolidated statements of cash flows relates to certain of our assets, primarily cash balances held on behalf of creators that are denominated in currencies other than the functional currency. These cash assets held for creators are directly offset by a corresponding liability to creators. During the year ended December 31, ~~2024~~2025 and ~~2023~~2024, we recorded aan ~~decrease~~increase of $610.70 million and ana ~~increases~~decrease of $46.27 million, respectively, in cash, ~~and~~ cash equivalents and restricted cash, primarily due to the ~~strengthening~~weakening of the U.S. dollar in ~~2024~~2025 and the ~~weakening~~strengthening of the U.S. dollar in ~~2023~~2024. The impact of the effect of exchange rate changes ~~are~~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~~2025 and ~~2023~~2024. We hold our cash with high-credit-quality financial institutions and manage credit risk of our short-term investments by investing our cash in high quality and highly liquid money market instruments and U.S. Treasury bills.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under the ~~2025 Notes and~~ 2026 Notes (including principal and coupon interest), and operating leases for office space, as well as non-cancellable purchase commitments. ~~Refer~~See to Note 10, "Commitments and ~~Contingent Liabilities~~Contingencies", ~~of the Notes~~ to ~~Consolidated~~our ~~Financial~~consolidated ~~Statements~~financial ~~under~~statements ~~Part~~included ~~II,~~elsewhere ~~Item~~in ~~8 of~~ this Annual Report on Form 10-K for ~~more~~additional ~~details~~information.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements and did not have any such arrangements as of December 31, 2025.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates

In order to conform with GAAP, we are required to make certain estimates, judgments and assumptions when preparing our consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, chargebacks and refunds due to cancelled or postponed events, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for credit losses, and indirect tax reserves. As the impact of ongoing macroeconomic conditions continues to evolve, including inflation, tariffs and interest rate movements, there is inherent uncertainty about future events and their effects which may require significant judgment in our estimates and assumptions, specifically related to chargebacks and refunds reserves due to cancelled or postponed events. We evaluate these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to our consolidated financial statements.

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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. When we provide advance payouts, we assume risk that the event may be cancelled, fraudulent, or materially not as described, which may result in significant chargebacks and refund requests. If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, or engages in fraudulent activity, we may not be able to recover our losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. We record reserves for estimated advance payout losses as an operating expense classified within sales, marketing and support.

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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.

Impact if actual results differ from assumptions. The chargebacks and refunds reserve was $10.35 million and $810.13 million which ~~primarily~~ includes reserve balances for estimated advance payout losses of $54.26 million and $65.02 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The~~While ~~reserve~~we ~~balance~~observed ~~increased~~favorable chargeback trends during the ~~year ended December 31~~period, ~~2024~~significant ~~driven~~judgment byis ~~refunds~~required ~~issued~~to byestimate ~~the~~future ~~company~~outcomes ~~to consumers~~ due to ~~increased~~evolving ~~chargeback and fraud activity. 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. To the extent actual results differ materially from our current estimates and assumptions, the Company’s future financial statements could be affected. We will adjust our reserves in the future to reflect our best estimates of future outcomes. We cannot predict the outcome of macroeconomic conditions, nor the likelihood and impact of event cancellations and postponements.

Recoverability of Creator Signing Fees and Creator Advances

Critical estimates. We offer incentives such as creator signing fees and creator advances, which are intended to increase ticket sales and revenue. Creator signing fees are incentives that we offer and pay in order to secure exclusive ticketing and payment processing rights with certain creators. Creator advances are incentives that we offer, which provide the creator with funds in advance of the event. These are subsequently recovered by withholding amounts due to us from the sale of tickets for the event until the creator advance has been fully recovered.

We record a reserve for creator signing fees and creator advances taking into consideration the recoverability of outstanding balances and changing facts and circumstances for each reporting period. 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. Reserves are recorded based on management’s assessment of various factors, including a creator’s payment history, the rate and timing of recovery for outstanding advances, recent ticket sales activity, the frequency and size of historical and planned future events, and macroeconomic conditions and current events that may impact a creator’s ability to generate future ticket sales. As of December 31, ~~2024~~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. To the extent actual results differ materially from our current estimates and assumptions, the Company’s future financial statements could be affected. We will adjust our reserves in the future to reflect our best estimates of future outcomes.

Business Combinations, Goodwill and Acquired Intangible Assets

Critical estimates. We account for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. 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.

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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 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.

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. 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.

50Assumptions and judgment. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology and trade names from a market participant perspective, useful lives and discount rates. 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.

~~Table~~Impact if actual results differ from assumptions. As a result of ~~Contents~~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. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Actual future operating results and the remaining economic lives of our intangible assets could differ from the estimates used in assessing the recoverability of these assets. These differences could result in impairment charges, which could have a material adverse impact on our results of operations.

Assumptions and judgment. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Significant judgment and estimates are required in assessing impairment of long-lived assets, and goodwill including identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, and determining appropriate discount rates. There was no impairment loss recorded on goodwill and acquired intangible assets for the years ended December 31, 2024 and 2023.

Impact if actual results differ from assumptions. As a result of the goodwill and intangibles impairment assessment, management concluded goodwill was not impaired as of December 31, 2024 and does not believe that its reporting unit is at risk of failing the impairment test since the fair value of the reporting unit substantially exceeded the carrying value. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Actual future operating results and the remaining economic lives of our intangible assets could differ from the estimates used in assessing the recoverability of these assets. 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. WeStock-based ~~estimate~~compensation ~~the~~expense ~~fair~~recognized ~~value~~in our consolidated statements of operations relates primarily to restricted stock ~~options~~units granted in the current and ~~certain~~prior ~~performance~~years. We did not grant stock options or market-based restricted stock units ~~granted~~during ~~using~~ the ~~Black-Scholes~~years ~~option~~ended ~~pricing~~December ~~model~~31, 2025 or 2024. For stock options and ~~Monte~~certain ~~Carlo~~performance-based ~~valuation~~restricted ~~model~~stock units granted prior to 2024, ~~respectively.~~we ~~Determining~~estimated the grant-date fair value ~~of equity awards~~ using ~~either~~ the Black-Scholes option- pricing model orand the Monte Carlo ~~method~~valuation ~~requires~~model, ~~management to make assumptions and judgments~~respectively. 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. AsFor weoption dogrants ~~not~~issued ~~have~~in ~~sufficient~~2023, ~~historical~~we ~~stock~~used ~~price~~a ~~information~~blended tovolatility ~~meet~~approach ~~the~~that ~~expected~~combined ~~life~~our ofhistorical ~~the~~ stock ~~option~~price ~~grants,~~volatility wewith ~~use~~the ahistorical ~~blended~~ volatility ~~that~~of ~~includes~~comparable ~~our~~publicly ~~common~~traded ~~stock~~companies, ~~trading~~as ~~history~~we ~~and~~did ~~supplements~~not ~~the~~have ~~remaining~~sufficient ~~historical~~trading ~~information~~history ~~with~~to support the ~~trading~~expected ~~history~~term ~~from~~of ~~the~~those ~~common~~awards ~~stock~~at ofthat atime. ~~set~~As of ~~comparable~~December ~~publicly~~31, ~~traded~~2025, ~~companies.~~we Wehave ~~will~~accumulated ~~continue~~sufficient tohistorical ~~apply~~trading ~~this~~data ~~process~~such ~~until~~that afuture ~~sufficient~~grants, ~~amount~~if ofany, ~~historical~~would ~~information~~be ~~regarding~~expected ~~the~~to ~~volatility~~rely ofprimarily on our ~~stock~~own ~~price~~historical ~~becomes available~~volatility. The expected term of stock options granted ~~has~~in ~~been~~2023 was determined using the simplified method, ~~which~~due ~~uses~~to ~~the~~limited ~~midpoint~~historical ~~between~~exercise ~~the~~data ~~vesting~~at ~~date and~~ the ~~contractual~~time ~~term~~of grant. Volatility used by the Monte Carlo valuation model is based on our common stock trading history for the past three years. The expected term of market-based restricted stock uses a contractual term of three years.

Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. We estimate forfeitures in order to calculate stock-based compensation expense.

Assumptions and judgment. Refer to Note 11, "Stockholders' Equity", of our notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for the range of assumptions used to estimate the fair value of stock options granted to employees.

Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates which could have a material adverse effect on our financial results.

Indirect Tax Reserves

Critical estimates. 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.

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Assumptions and judgment. Reserves are adjusted considering changing facts and circumstances, such as the closing of a tax examination or the refinement of an estimate. We recognize losses from such reserves if it is estimable and probable that our position would not be sustainable upon examination by the taxing authorities.

Impact if actual results differ from assumptions. Although management believes our reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our reserves. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences could have a material impact on our consolidated financial statements.

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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We have operations both within the United States and internationally and we are exposed to market risks in the ordinary course of our business, including the effects of foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Interest Rate Sensitivity

We are exposed to market risk ~~for~~from changes in interest rates ~~related~~ primarily related to ~~balances of~~ our ~~financial~~holdings ~~instruments~~of ~~including~~ cash, ~~and~~ cash equivalents, ~~and~~ short-term investments, and our outstanding variable-rate Term Loan. As of December 31, ~~2024~~2025, we had cash and cash equivalents of $~~416~~299.59 million and ~~short-term~~restricted ~~investments~~cash of $25107.06 million~~, which consisted primarily of money market funds and U~~.S. ~~Treasury bills.~~ The primary objective of our investment approach is to preserve capital principal and provide liquidity. ~~Our~~Borrowings ~~primary~~under ~~exposure~~the toTerm ~~market~~Loan ~~risk~~facility isbear interest ~~income~~at ~~sensitivity,~~a ~~which~~variable israte ~~affected~~based byon ~~changes~~term inSOFR plus an applicable margin. As the ~~general~~Term ~~level~~Loan ofcarries a variable interest ~~rates~~rate, inour ~~the~~interest ~~United~~expense ~~States~~will fluctuate based on changes in market rates. 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. These 2026 Notes therefore are not exposed to financial or economic risk associated with changes in interest rates. 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 ~~convertible~~2026 ~~senior~~Notes ~~notes~~ at face value less unamortized issuance cost on our balance sheet, and we present the fair value for required disclosure purposes only.

Foreign Currency Risk

Many creators live or operate outside the United States, and therefore, we have significant ticket sales denominated in foreign currencies, most notably the British Pound, Euro, Canadian Dollar and Australian Dollar. Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Accordingly, we are subject to foreign currency risk, which may adversely impact our financial results. The functional currency of our international subsidiaries is the U.S. dollar. Movements in foreign exchange rates are recorded in other income (expense), net in our consolidated statements of operations. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in exchange 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.

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Item 8. Financial Statements and Supplementary Data

Eventbrite, Inc.

Index to Consolidated Financial Statements

			Page
Report of Moss Adams LLP, Independent Registered Public Accounting Firm (PCAOB ID 659)			54
Report of Baker Tilly US, LLP, Independent Registered Public Accounting Firm (PCAOB ID 23)			50
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID 238)			56
Consolidated Balance Sheets			52
Consolidated Balance Sheets			57
Consolidated Statements of Operations			53
Consolidated Statements of Operations			58
Consolidated Statements of Stockholders' Equity			54
Consolidated Statements of Stockholders' Equity			59
Consolidated Statements of Cash Flows			55
Consolidated Statements of Cash Flows			60
Notes to Consolidated Financial Statements			57
Notes to Consolidated Financial Statements			62

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Eventbrite, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Eventbrite, Inc. (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2024 and 2023~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024 and 2023~~2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control ~~Over~~over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Chargebacks and refunds reserve - Reserves for estimated advance payout losses

As described in Note 2 to the consolidated financial statements, for certain creators who qualify and accept the Company's terms and conditions, the Company passes ticket sales proceeds to the creator prior to the event, subject to certain limitations, which the Company refers to as advance payouts. If the creator becomes insolvent or has spent the proceeds of the ticket sales for event-related costs, the Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. Management records reserves for estimated advance payout losses as an operating expense classified within sales, marketing and support and on the balance sheet within chargebacks and refunds reserve. Reserves are recorded based on management’s assessment of 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. Due to the nature of macroeconomic events, including but not limited to shifts in consumer behavior, inflation, increased labor costs, and interest rate movements, there is a high degree of uncertainty around these reserves and the Company’s actual losses could be materially different from the Company’s current estimates. The Company will adjust recorded reserves in the future to reflect best estimates of future outcomes, and may pay in cash a portion of, all of, or a greater amount than the provision recorded. As of December 31, 2024, the Company’s reserves for estimated advance payout losses was $5.2 million.

~~The~~Management ~~principal~~records ~~considerations for our determination that the chargebacks and refunds reserve -~~ reserves for estimated advance payout losses isas aan ~~critical~~operating ~~audit~~expense ~~matter~~classified ~~are~~within ~~(i)~~sales, ~~the~~marketing, ~~significant~~and ~~judgment~~support byand ~~management~~on ~~in developing~~ the ~~reserves~~balance ~~for~~sheet ~~estimated~~within ~~advance~~the ~~payout~~chargebacks ~~losses,~~and ~~which~~refunds inreserve. ~~turn~~Reserves ~~led~~are ~~to;~~recorded ~~(ii)~~based ~~significant~~on ~~audit effort in performing procedures related to evaluating~~ management’s assessment of 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. ~~during~~Due to the ~~current~~nature ~~year~~of ~~used~~macroeconomic events, including but not limited to ~~estimate~~shifts ~~the~~in ~~reserve;~~consumer behavior, inflation, increased labor costs, and ~~(iii)~~interest rate movements, there is a high degree of ~~auditor~~uncertainty ~~judgment~~around these reserves and ~~subjectivity~~the inCompany’s ~~evaluating~~actual losses could be materially different from the ~~audit~~Company’s ~~evidence~~current ~~related~~estimates. The Company will adjust recorded reserves in the future to reflect best estimates of future outcomes, and may pay in cash a portion of, all of, or a greater amount than the ~~estimate~~provision recorded. As of December 31, 2025, the ~~reserve~~Company’s reserves for estimated advance payout losses was $4.6 million.

The principal considerations for our determination that the chargebacks and refunds reserve – reserves for estimated advance payout losses is a critical audit matter are (i) the significant judgment by management in developing the reserves for estimated advance payout losses, which in turn led to; (ii) significant audit effort in performing procedures related to evaluating management’s assessment of amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions, and actual chargeback and refund activity during the current year used to estimate the reserve; and (iii) a high degree of auditor judgment and subjectivity in evaluating the audit evidence related to the estimate of the reserve.

How We Addressed the Matter in Our Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. The primary procedures we performed to address this critical audit matter included the following:

•Testing the effectiveness of internal controls relating to advance payouts, including internal controls over the development of reserves for estimated advance payout losses.

•Evaluating management’s process for developing the reserves for estimated advance payout losses, including the review of management’s methodology and the re-calculation of the reserves for estimated advance payout losses.

•Evaluating the reasonableness of management’s assessment of amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions, and actual chargeback and refund activity during the current year.

•Testing the completeness and accuracy of data used by management to derive the reserve for a sample of events.

•Analytically comparing the recorded balance to a predicted balance based on historical information.

•Evaluating chargeback and refund activity subsequent to year end in relation to current year activity to determine reasonableness of the reserve.

/s/ ~~Moss~~Baker ~~Adams~~Tilly US, LLP

San Francisco, California

~~February 27~~March 12, ~~2025~~2026

We have served as the Company’s auditor since 2023.

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~~Report~~EVENTBRITE, ofINC. ~~Independent~~CONSOLIDATED ~~Registered~~BALANCE ~~Public~~SHEETS ~~Accounting~~(in ~~Firm~~thousands, except par value amounts and share data)

To the Board of Directors and Stockholders of Eventbrite, Inc.



	December 31,
	2025		2024

Assets

Cash and cash equivalents	$	299,921	$	416,531
Funds receivable	27,132		37,629
Restricted cash	107,588		48,000
Short-term investments, at amortized cost	—		24,959
Accounts receivable, net	596		2,187
Creator signing fees, net	2,469		3,954
Creator advances, net	8,616		3,380
Prepaid expenses and other current assets	10,887		15,856
Total current assets	457,209		552,496

Creator signing fees, noncurrent	4,015		3,575
Property and equipment, net	8,332		12,640
Operating lease right-of-use assets	392		823
Goodwill	174,388		174,388
Acquired intangible assets, net	—		5,014

Other assets	2,884		3,365
Total assets	$	647,220	$	752,301
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable, creators	$	278,190	$	300,174
Accounts payable, trade	527		1,407
Chargebacks and refunds reserve	10,465		10,315

Accrued compensation and benefits	12,753		4,825
Accrued taxes	4,641		5,932
Current portion of long-term debt	90,515		29,781
Operating lease liabilities	397		2,071
Other accrued liabilities	12,250		11,868
Total current liabilities	409,738		366,373
Accrued taxes, noncurrent	4,281		4,278
Operating lease liabilities, noncurrent	—		377
Long-term debt	53,895		210,938
Other liabilities	165		106
Total liabilities	$	468,079	$	582,072
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2025 and December 31, 2024	—		—
Common stock, $0.00001 par value; 1,100,000,000 shares authorized; 100,430,327 shares issued and outstanding as of December 31, 2025; 94,282,883 shares issued and outstanding as of December 31, 2024	1		1
Treasury stock, at cost; 10,201,720 shares of common stock as of December 31, 2025 and December 31, 2024	(50,286)		(50,159)
Additional paid-in capital	1,070,946		1,051,392
Accumulated deficit	(841,520)		(831,005)
Total stockholders’ equity	179,141		170,229
Total liabilities and stockholders’ equity	$	647,220	$	752,301

~~Opinion~~(See onaccompanying ~~the~~Notes to Consolidated Financial Statements )

We have audited the consolidated statements of operations, of stockholders’ equity and of cash flows of Eventbrite, Inc. and its subsidiaries (the "Company") for the year ended December 31, 2022 including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows for the year ended in conformity with accounting principles generally accepted in the United States of America.52

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

February 28, 2023

We served as the Company’s auditor from 2014 to 2022.

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EVENTBRITE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)

CONSOLIDATED BALANCE SHEETS



	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)

Net loss per share, basic and diluted	$	(0.11)	$	(0.17)	$	(0.26)


Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted	96,580		93,029		100,299

	December 31,
	2024		2023
Assets
Current assets
Cash and cash equivalents	$	416,531	$	489,200
Funds receivable	37,629		48,773
Short-term investments, at amortized cost	24,959		153,746
Accounts receivable, net	2,187		2,814
Creator signing fees, net	3,954		634
Creator advances, net	3,380		2,804
Restricted cash	48,000		—
Prepaid expenses and other current assets	15,856		13,880
Total current assets	552,496		711,851
Creator signing fees, noncurrent	3,575		1,303
Property and equipment, net	12,640		9,384
Operating lease right-of-use assets	823		177
Goodwill	174,388		174,388
Acquired intangible assets, net	5,014		13,314
Other assets	3,365		2,913
Total assets	$	752,301	$	913,330
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable, creators	$	300,174	$	303,436
Accounts payable, trade	1,407		1,821
Chargebacks and refunds reserve	10,315		8,088
Accrued compensation and benefits	4,825		17,522
Accrued taxes	5,932		8,796
Current portion of long-term debt	29,781		—
Operating lease liabilities	2,071		1,523
Other accrued liabilities	11,868		16,425
Total current liabilities	366,373		357,611
Accrued taxes, noncurrent	4,278		4,526
Operating lease liabilities, noncurrent	377		1,768
Long-term debt	210,938		357,668
Other liabilities	106		—
Total liabilities	582,072		721,573
Commitments and contingent liabilities (Note 10)
Stockholders’ equity
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2024 and 2023	—		—
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 94,282,883 shares issued and outstanding as of December 31, 2024; 1,100,000,000 shares authorized, 101,276,416 shares issued and outstanding as of December 31, 2023	1		1
Treasury stock at cost; 10,201,720 shares as of December 31, 2024 and no shares as of December 31, 2023	(50,159)		—
Additional paid-in capital	1,051,392		1,007,190
Accumulated deficit	(831,005)		(815,434)
Total stockholders’ equity	170,229		191,757
Total liabilities and stockholders’ equity	$	752,301	$	913,330

(See accompanying Notes to Consolidated Financial Statements)

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EVENTBRITE, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~STOCKHOLDERS' EQUITY

(in thousands, except ~~per~~ share data)

	Year Ended December 31,
	Common Stock-Class A				Common Stock-Class B				Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	2024		2023		2022
	Shares		Amount		Shares		Amount		Shares	Amount
Net revenue	$	325,068	$	326,134	$	260,927
Balance at December 31, 2022	81,529,265		$	1	17,640,167		$	—	—	$	—	$	955,509	$	(788,955)	$	166,555
Cost of net revenue	98,505		103,130		90,746
Issuance of common stock upon exercise of stock options	202,597		—		—		—		—	—		1,297		—		1,297
Gross profit	226,563		223,004		170,181
Issuance of restricted stock awards	32,817		—		—		—		—	—		—		—		—
Operating expenses:
Issuance of common stock for settlement of RSUs	2,528,522		—		—		—		—	—		—		—		—
Product development	95,283		98,294		86,346
Shares withheld related to net share settlement	(844,985)		—		—		—		—	—		(7,342)		—		(7,342)
Sales, marketing and support	92,014		74,574		49,292
Conversion of Class B common stock to Class A common stock	1,978,734		—		(1,978,734)		—		—	—		—		—		—
General and administrative	70,059		91,269		81,285
Issuance of common stock for 2018 Employee Stock Purchase Plan (ESPP) Purchase	188,033		—		—		—		—	—		1,137		—		1,137
Total operating expenses	257,356		264,137		216,923
Stock-based compensation	—		—		—		—		—	—		56,589		—		56,589
Loss from operations	(30,793)		(41,133)		(46,742)
Net loss	—		—		—		—		—	—		—		(26,479)		(26,479)
Interest income	25,243		27,495		6,432
Balance at December 31, 2023	85,614,983		$	1	15,661,433		$	—	—	$	—	$	1,007,190	$	(815,434)	$	191,757
Interest expense	(8,792)		(11,185)		(11,269)
Issuance of restricted stock awards	53,788		—		—		—		—	—		—		—		—
Other income (expense), net	930		335		(3,679)
Issuance of common stock for settlement of RSUs	4,506,155		—		—		—		—	—		—		—		—
Loss before income taxes	(13,412)		(24,488)		(55,258)
Shares withheld related to net share settlement	(1,541,953)		—		—		—		—	—		(8,068)		—		(8,068)
Income tax provision	2,159		1,991		126
Conversion of Class B common stock to Class A common stock	14,404		—		(14,404)		—		—	—		—		—		—
Net loss	$	(15,571)	$	(26,479)	$	(55,384)
Issuance of common stock for 2018 Employee Stock Purchase Plan (ESPP) Purchase	190,197		—		—		—		—	—		702		—		702
Net loss per share, basic and diluted	$	(0.17)	$	(0.26)	$	(0.56)
Repurchase of common stock	(10,201,720)		—		—		—		10,201,720	(50,159)		—		—		(50,159)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted	93,029		100,299		98,305
Stock-based compensation	—		—		—		—		—	—		51,568		—		51,568
Net loss	—		—		—		—		—	—		—		(15,571)		(15,571)
Balance at December 31, 2024	78,635,854		$	1	15,647,029		$	—	10,201,720	$	(50,159)	$	1,051,392	$	(831,005)	$	170,229
Issuance of restricted stock awards	87,225		—		—		—		—	—		—		—		—
Issuance of common stock for settlement of RSUs	8,366,460		—		—		—		—	—		—		—		—
Issuance of common stock for settlement of PSUs	1,632,688		—		—		—		—	—		—		—		—
Shares withheld related to net share settlement	(4,081,547)		—		—		—		—	—		(13,908)		—		(13,908)
Conversion of Class B common stock to Class A common stock	8,125		—		(8,125)		—		—	—		—		—		—
Issuance of common stock for 2018 Employee Stock Purchase Plan (ESPP) Purchase	142,618		—		—		—		—	—		291		—		291
Excise tax on repurchases of common stock	—		—		—		—		—	(127)		—		—		(127)
Stock-based compensation	—		—		—		—		—	—		33,171		—		33,171
Net loss	—		—		—		—		—	—		—		(10,515)		(10,515)
Balance at December 31, 2025	84,791,423		$	1	15,638,904		$	—	10,201,720	$	(50,286)	$	1,070,946	$	(841,520)	$	179,141

(See accompanying Notes to Consolidated Financial Statements)

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EVENTBRITE, INC.
Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
	Common Stock-Class A			Common Stock-Class B			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2021	79,524,112	$	1	17,722,353	$	—	—	$	—	$	903,470	$	(733,571)	$	169,900
Issuance of common stock upon exercise of stock options	417,083	—		—	—		—	—		3,146		—		3,146
Issuance of restricted stock awards	60,075	—		—	—		—	—		—		—		—
Issuance of common stock for settlement of RSUs	1,947,992	—		—	—		—	—		—		—		—
Shares withheld related to net share settlement	(685,723)	—		—	—		—	—		(6,591)		—		(6,591)
Issuance of common stock for ESPP purchase	183,540	—		—	—		—	—		1,437		—		1,437
Conversion of common stock from Class B to Class A	82,186	—		(82,186)	—		—	—		—		—		—
Stock-based compensation	—	—		—	—		—	—		54,047		—		54,047
Net loss	—	—		—	—		—	—		—		(55,384)		(55,384)
Balance at December 31, 2022	81,529,265	$	1	17,640,167	$	—	—	$	—	$	955,509	$	(788,955)	$	166,555
Issuance of common stock upon exercise of stock options	202,597	—		—	—		—	—		1,297		—		1,297
Issuance of restricted stock awards	32,817	—		—	—		—	—		—		—		—
Issuance of common stock for settlement of RSUs	2,528,522	—		—	—		—	—		—		—		—
Shares withheld related to net share settlement	(844,985)	—		—	—		—	—		(7,342)		—		(7,342)
Issuance of common stock for ESPP purchase	188,033	—		—	—		—	—		1,137		—		1,137
Conversion of common stock from Class B to Class A	1,978,734	—		(1,978,734)	—		—	—		—		—		—
Stock-based compensation	—	—		—	—		—	—		56,589		—		56,589
Net loss	—	—		—	—		—	—		—		(26,479)		(26,479)
Balance at December 31, 2023	85,614,983	$	1	15,661,433	$	—	—	$	—	$	1,007,190	$	(815,434)	$	191,757
Issuance of restricted stock awards	53,788	—		—	—		—	—		—		—		—
Issuance of common stock for settlement of RSUs	4,506,155	—		—	—		—	—		—		—		—
Shares withheld related to net share settlement	(1,541,953)	—		—	—		—	—		(8,068)		—		(8,068)
Issuance of common stock for ESPP purchase	190,197	—		—	—		—	—		702		—		702
Conversion of common stock from Class B to Class A	14,404	—		(14,404)	—		—	—		—		—		—
Repurchase of Common Stock	(10,201,720)	—		—	—		10,201,720	(50,159)		—		—		(50,159)
Stock-based compensation	—	—		—	—		—	—		51,568		—		51,568
Net loss	—	—		—	—		—	—		—		(15,571)		(15,571)
Balance at December 31, 2024	78,635,854	$	1	15,647,029	$	—	10,201,720	$	(50,159)	$	1,051,392	$	(831,005)	$	170,229
(See accompanying Notes to Consolidated Financial Statements)

EVENTBRITE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)




	Year Ended December 31,
	2025		2024		2023
Cash flows from operating activities
Net loss	$	(10,515)	$	(15,571)	$	(26,479)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	13,907		15,104		13,760
Stock-based compensation expense	32,509		49,688		55,056
Amortization of debt discount and issuance costs	1,279		1,837		2,088
(Gain) loss on debt extinguishment	(5,821)		314		—
Unrealized (gain) loss on foreign currency exchange	(3,241)		2,548		(2,703)
Accretion on short-term investments	(41)		(3,405)		(7,362)

Non-cash operating lease expenses	613		617		5,137
Amortization of creator signing fees	2,429		1,193		980
Changes related to creator advances, creator signing fees, and allowance for credit losses	2,101		(127)		(1,340)
Provision for chargebacks and refunds	16,110		27,507		12,435
Gain on litigation settlement	—		(3,927)		—
Other	237		551		1,161
Changes in operating assets and liabilities
Accounts receivable	592		(1,295)		(1,352)
Funds receivable	11,416		10,554		(4,692)
Creator signing fees and creator advances	(7,722)		(4,728)		(1,108)
Prepaid expenses and other assets	5,450		1,499		(1,894)
Accounts payable, creators	(29,445)		1,281		(8,599)
Accounts payable	(880)		(395)		822
Chargebacks and refunds reserve	(15,974)		(25,827)		(17,483)

Accrued compensation and benefits	7,928		(12,697)		5,887
Accrued taxes	(1,620)		(3,676)		(8,707)
Operating lease liabilities	(2,233)		(2,106)		(2,999)
Other accrued liabilities	646		(3,366)		6,410

Net cash provided by operating activities	17,725		35,573		19,018
Cash flows from investing activities
Purchases of short-term investments	—		(136,809)		(370,160)
Maturities of short-term investments	25,000		269,001		308,000
Purchases of property and equipment	(95)		(600)		(1,097)
Capitalized internal-use software development costs	(3,864)		(7,675)		(6,073)

Net cash provided by (used in) investing activities	21,041		123,917		(69,330)
Cash flows from financing activities
Repayment of debt obligations	(149,603)		(120,450)		—

Proceeds from issuance of debt	60,000		—		—
Debt issuance costs	(2,544)		—		—

Repurchase of common stock	—		(49,652)		—
Proceeds from exercise of stock options	—		—		1,297
Taxes paid related to net share settlement of equity awards	(13,908)		(8,068)		(7,342)
Proceeds from issuance of common stock under ESPP	291		702		1,137

Net cash used in 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)

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EVENTBRITE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Year Ended December 31,
	2024		2023		2022
Cash flows from operating activities
Net loss	$	(15,571)	$	(26,479)	$	(55,384)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	15,104		13,760		14,860
Stock-based compensation expense	49,688		55,056		53,356
Non-cash operating lease expense	617		5,137		3,423
Amortization of debt discount and issuance costs	1,837		2,088		2,016
Gain on litigation award	(3,927)		—		—
Loss on debt extinguishment	314		—		—
Unrealized (gain) loss on foreign currency exchange	2,548		(2,703)		6,013
Accretion on short-term investments	(3,405)		(7,362)		(298)
Amortization of creator signing fees	1,193		980		1,189
Changes related to creator advances, creator signing fees, and allowance for credit losses	(127)		(1,340)		(2,727)
Provision for chargebacks and refunds	27,507		12,435		8,126
Other	551		1,161		835
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable	(1,295)		(1,352)		(2,221)
Funds receivable	10,554		(4,692)		(25,550)
Creator signing fees and creator advances	(4,728)		(1,108)		4,405
Prepaid expenses and other assets	1,499		(1,894)		4,734
Accounts payable, creators	1,281		(8,599)		31,358
Accounts payable, trade	(395)		822		(57)
Chargebacks and refunds reserve	(25,827)		(17,483)		(16,385)
Accrued compensation and benefits	(12,697)		5,887		725
Accrued taxes	(3,676)		(8,707)		(3,170)
Operating lease liabilities	(2,106)		(2,999)		(4,301)
Other accrued liabilities	(3,366)		6,410		(12,337)
Net cash provided by operating activities	35,573		19,018		8,610
Cash flows from investing activities
Purchase of short-term investments	(136,809)		(370,160)		(83,926)
Maturities of short-term investments	269,001		308,000		—
Purchases of property and equipment	(600)		(1,097)		(1,425)
Capitalized internal-use software development costs	(7,675)		(6,073)		(3,026)
Cash paid for acquisitions, net of cash acquired	—		—		(1,125)
Net cash provided by (used in) investing activities	123,917		(69,330)		(89,502)
Cash flows from financing activities
Principal repayment of debt obligations	(120,450)		—		—
Repurchase of common stock	(49,652)		—		—
Proceeds from exercise of stock options	—		1,297		3,146
Purchases under employee stock purchase plan	702		1,137		1,437
Taxes paid related to net share settlement of equity awards	(8,068)		(7,342)		(6,591)
Other	—		—		(71)
Net cash used in by 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)

EVENTBRITE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)




	Year Ended December 31,
	2025		2024		2023
Cash, cash equivalents and restricted cash
Beginning of period	464,531		489,200		540,174
End of period	$	407,509	$	464,531	$	489,200
Supplemental cash flow data
Interest paid	$	4,386	$	6,096	$	9,086
Income taxes paid, net of refunds	$	1,369	$	1,726	$	902
Noncash investing and financing activities
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	103	$	1,112	$	—
Reduction of right-of-use assets due to modification or exit	$	—	$	—	$	3,917
Purchases of property and equipment included in accounts payable, trade and other accrued liabilities	$	—	$	—	$	30

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EVENTBRITE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Year Ended December 31,
	2024		2023		2022
Cash, cash equivalents and restricted cash
Beginning of period	489,200		540,174		636,159
End of period	$	464,531	$	489,200	$	540,174
Supplemental cash flow data
Interest paid	$	6,096	$	9,086	$	9,236
Income taxes paid, net of refunds	$	1,726	$	902	$	748
Noncash investing and financing activities
Reduction of right of use asset due to modification or exit	$	—	$	3,917	$	2,223
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	1,112	$	—	$	—
Purchases of property and equipment, accrued but unpaid	$	—	$	30	$	63

(See accompanying Notes to Consolidated Financial Statements)

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EVENTBRITE, INC.

Notes to Consolidated Financial Statements

1. Overview and Basis of Presentation

Description of Business

Eventbrite, Inc. ("Eventbrite" or the "Company") operates a two-sided marketplace that connects millions of creators and consumers every month, enabling them to share their passions, artistry, and causes through live experiences. Creators ~~use~~utilize ~~our~~the Company's highly-scalable self-service ticketing and marketing tools to plan, promote, and sell tickets to their events. ~~and~~Event ~~event~~ seekers use ~~our~~Eventbrite's website and mobile application to discover and purchase tickets to experiences they love.

On December 1, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bending Spoons US Inc. (“Bending Spoons”) and Everest Merger Sub Inc. (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Bending Spoons (the “Merger”). At the effective time of the Merger (the "Effective Time"), each share of the Company’s Class A common stock and Class B common stock was converted into the right to receive $4.50 in cash. The Merger, which was consummated on March 10, 2026, had not been consummated as of December 31, 2025. Refer for Note 16, "Subsequent Events" for additional information. Accordingly, the accompanying consolidated financial statements do not reflect any adjustments related to the Merger.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation.

Reclassifications

The Company reclassified 'Gain (loss) on debt extinguishment' as a separate financial statement line item within the consolidated statements of operations, which was previously included in 'Other income (expense), net' for the year ended December 31, 2024. These reclassifications within the Company's consolidated statements of operations were made to conform to the current period presentation. These reclassifications had no impact on previously reported total income (loss) before income taxes.

2024 Reduction in Force

On August 7, 2024, the board of directors of the Company approved a reduction in force designed to reduce operating costs and which resulted in the termination of approximately 11% of the Company’s workforce, or approximately 100 employees. The Company incurred $5.3 million in connection with the reduction in force, which consisted of costs related to severance and other employee termination benefits. The following table is a summary of the reduction in force related costs (in thousands):


	Year Ended December 31, 2024
	Severance and other termination benefits		Computer equipment disposals		Total

Product development	$	3,421	$	—	$	3,421
Sales, marketing and support	533		—		533
General and administrative	1,313		65		1,378
Total	$	5,267	$	65	$	5,332

The following table is a summary of the changes in the reduction in force related liabilities, included within accrued compensation and benefits and other accrued liabilities on the consolidated balance sheets (in thousands):

Balance as of January 1, 2024	$	—
Reduction in force related costs accrued	5,332
Cash payments	(5,122)
Non-cash items applied	(65)
Balance as of December 31, 2024	$	145

The actions associated with the reduction in force and the costs incurred were substantially complete as of the fourth quarter of 2024.

2023 Restructuring

In February 2023, the board of directors of the Company approved a restructuring plan designed to reduce operating costs, drive efficiencies by consolidating development and support talent into regional hubs, and enable investment for potential long-term growth. The total restructuring related costs incurred were $16.5 million, which consists of $12.1 million in costs ~~related to severance, and other employee termination benefits, and $4.4 million primarily related to lease abandonment costs.~~

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related to severance, and other employee termination benefits, and $4.4 million primarily related to lease abandonment costs. The following table is a summary of the 2023 restructuring related costs for the years ended December 31, 2024 and December 31, 2023 (in thousands):


	Year Ended December 31, 2024						Year Ended December 31, 2023
	Severance and other termination benefits		Lease abandonment and related charges		Total		Severance and other termination benefits		Lease abandonment and related charges		Total
Cost of revenue	$	122	$	—	$	122	$	1,543	$	426	$	1,969
Product development	85		—		85		5,537		1,346		6,883
Sales, marketing and support	—		—		—		1,517		1,041		2,558
General and administrative	36		—		36		3,309		1,575		4,884
Total	$	243	$	—	$	243	$	11,906	$	4,388	$	16,294

The following table is a summary of the changes in the restructuring related liabilities, included within accrued compensation and benefits and other accrued liabilities on the consolidated balance sheets, associated with the restructuring plan (in thousands):

Balance as of January 1, 2023	$	—
Restructuring related costs accrued	16,294
Cash payments	(9,770)
Non-cash items applied	(4,388)
Balance as of December 31, 2023	$	2,136
Restructuring related costs accrued	243
Cash payments	(2,379)
Balance as of December 31, 2024	$	—

Use of Estimates

In order to conform with U.S. GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, chargebacks and refunds reserve, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for credit losses, and indirect tax reserves. The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements.

Comprehensive Loss

For all periods presented, comprehensive loss equaled net loss. Therefore, the consolidated statements of comprehensive loss have been omitted from the consolidated financial statements.

2. Significant Accounting Policies

Recently Adopted Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740),: Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures., ~~This~~which ~~update~~requires ~~improves~~public ~~reportable~~entities, ~~segment~~on an annual basis, to provide disclosure ~~requirements~~of specific categories in the rate reconciliation, ~~primarily~~as ~~through~~well ~~enhanced~~as ~~disclosures~~disclosure ~~about~~of ~~significant~~income ~~segment~~taxes ~~expenses.~~paid ~~The~~disaggregated ~~amendments~~by injurisdiction. ~~this~~ASU ~~Update~~2023-09 ~~are~~is effective for fiscal years beginning after December 15, ~~2023~~2024, with early adoption permitted. The Company adopted ASU 2023-0709 ~~during~~for the year ended December 31, ~~2024~~2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 1413, "~~Segment~~Income ~~and Geographic Information~~Taxes", in the accompanying notes to the consolidated financial statements for further detail.

Recently Issued Accounting Pronouncements Not Yet Adopted

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), ~~Improvements~~and toin January 2025, the FASB issued ASU 2025-01, Income ~~Tax~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. ~~This~~(Subtopic ~~Update~~220-40): ~~enhances~~Clarifying the ~~transparency~~Effective ~~and~~Date ~~usefulness~~(“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income ~~tax~~statement as well as disclosures, ~~particularly~~about specific types of expenses included in the ~~rate~~expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of these standards on our consolidated financial statements.

63In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to the Accounting for Internal-Use Software. This update clarifies the accounting for internal-use software by modernizing the indicators used to determine when the application development stage begins and ends. The guidance does not fundamentally change the types of costs eligible for capitalization. The Company is required to adopt this

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~~reconciliation table and disclosures about income taxes paid. The~~ guidance ~~also eliminates certain existing requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in this Update are effective~~ for ~~annual~~fiscal ~~periods~~years beginning after December 15, ~~2024~~2027. Early adoption ~~of the amendments~~ is permitted. ~~for~~The ~~annual~~Company ~~financial~~is ~~statements~~currently ~~that~~evaluating ~~have~~the ~~not~~impact ~~yet~~that ~~been~~the ~~issued.~~adoption ~~The~~of ~~Company~~this ~~does~~standard ~~not~~will ~~plan~~have toon ~~early~~its ~~adopt~~consolidated ~~the~~financial ~~updates~~statement ~~included~~presentation inand ~~ASU 2023-09~~disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which enhances the consistency of interim financial reporting by providing a comprehensive list of required disclosures and establishing a principle for disclosing material events occurring since the most recent annual reporting period. The Company is required to adopt this guidance for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated interim financial statement presentation and disclosures.

Revenue Recognition

The Company derives its revenues from a mix of marketplace activities. Revenue is primarily derived from ticketing fees and payment processing fees. The Company also derives a portion of revenues from ~~organizer~~advertising ~~fees~~services. ~~and~~Prior ~~advertising~~to ~~services~~September 2024, the Company also derived a portion of revenues from organizer fees. The Company's customers are event creators who use the Company's platform to sell tickets and market events to consumers. Revenue is recognized when or as control of the promised goods or services is transferred to creators, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

Ticketing Revenue

For ticketing services, the Company's service provides a platform to the event creator and consumer to transact. The Company's performance obligation is to facilitate and process that transaction and issue the ticket, and ticketing revenue is recognized by the Company when the ticket is sold. The amount that the Company earns for its ticketing services consists of a flat fee and a fixed percentage-based fee per ticket. The Company records ticketing revenue on a net basis related to its ticketing service fees.

For payment processing services, the Company provides the event creator with the choice of whether to use Eventbrite Payment Processing ("EPP") or to use a third-party payment processor, referred to as Facilitated Payment Processing ("FPP").

Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company's fees, to the event creator. For EPP services, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion in establishing the price of its service. As a result, the Company records revenue on a gross basis related to its EPP service fees. Costs incurred for processing the ticketing transactions are included in cost of net revenues in the ~~condensed~~ consolidated statements of operations. Under the FPP option, the Company is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company records revenue on a net basis related to its FPP service fees.

Revenue is presented net of indirect taxes, customer refunds, payment chargebacks, estimated uncollectible amounts, creator royalties and amortization of creator signing fees. As part of its commercial agreements, the Company offers upfront payments to qualifying creators entering into new or renewed ticketing arrangements in order to incentivize them to organize certain events on the Company's platform or obtain exclusive rights to ticket their events.

If an event is canceled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds.

Advertising Revenue

Advertising revenue represents services that enable creators to promote featured content on the Eventbrite platform or mobile application. The Company considers that it satisfies its performance obligation as it provides the services to customers and recognizes revenue as advertising impressions are displayed to consumers. Advertising revenue is presented net of estimated uncollectible amounts.

Organizer Fee Revenue

In June 2023, the Company expanded access to its comprehensive suite of event marketing tools to all creators and introduced new pricing plans and subscription packages to creators when publishing events on the Eventbrite marketplace. Under this pricing plan, the Company charged an organizer fee under two plan options. The Flex plan was charged per event and the Pro plan was a monthly or annual subscription to publish unlimited events.

In September 2024, the Company discontinued the Flex plan and returned to a model that enables creators to publish their events at no cost on the Eventbrite marketplace. Creators continue to have the option to subscribe to the Pro plan, available on an annual or monthly basis, which offers enhanced event marketing capabilities. The Company considers that it satisfies its performance obligation as it provides the subscribed services under the plan and recognizes revenue ratably over the subscription period. Organizer fees are nonrefundable.59

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Under this pricing plan, the Company charged an organizer fee under two plan options. The Flex plan was charged per event and the Pro plan was a monthly or annual subscription to publish unlimited events.

In September 2024, the Company discontinued the Flex plan and returned to a model that enables creators to publish their events at no cost on the Eventbrite marketplace. Creators continue to have the option to subscribe to the Pro plan, available on an annual or monthly basis, which offers enhanced event marketing capabilities. The Company considers that it satisfies its performance obligation as it provides the subscribed services under the Pro plan and recognizes revenue ratably over the subscription period. Organizer fees are nonrefundable.

Cost of Net Revenue

Cost of net revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology costs, amortization of capitalized internal-use software development costs, customer support costs including stock-based compensation and allocated expenses.

Creator Signing Fees, Net and Creator Advances, Net

Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves on the consolidated balance sheets. The creator signing fees reserves were $1.46 million and $41.84 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations.

Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. The creator advances reserves were $4.80 million and $4.98 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Reserves are recorded based on management’s assessment of various factors, including a creator’s payment history, the rate and timing of recovery for outstanding advances, recent ticket sales activity, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator’s ability to generate future ticket sales.

Accounts Payable, Creators

Accounts payable, creators ~~consist~~consists of unremitted ticket sale proceeds, net of ~~Eventbrite~~the Company service fees and applicable taxes. Amounts are generally remitted to creators within three business days subsequent to the completion of the related event. Creators may apply to receive these proceeds prior to their events as creators often need these funds to pay for event-related costs. For qualified creators, the Company passes ticket sales proceeds to the creator prior to the event, subject to certain limitations. The Company refers to these payments as advance payouts. When an advance payout is made, the Company reduces its cash and cash equivalents with a corresponding decrease to its accounts payable, creators, which reflects the release of the amount due to creators after ticket proceeds are remitted to the creator. As of December 31, 2024 and 2023, advance payouts outstanding was approximately $101.2 million and $115.3 million, respectively.

Creators may apply to receive these proceeds prior to their events as creators often need these funds to pay for event-related costs. For qualified creators, the Company passes ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, the Company refers to these payments as advance payouts. When an advance payout is made, the Company reduces its cash and cash equivalents with a corresponding decrease to its accounts payable, creators. The advance payouts balance at the end of the period may fluctuate due to the timing of events and the creator's payout schedule. As of December 31, 2025 and December 31, 2024, advance payouts outstanding was $101.1 million and $101.2 million, respectively.

Chargebacks and Refunds Reserve

The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. The Company records ~~reserves~~estimates for ~~estimated~~ refunds and chargebacks reserves of its fees as contra-revenue. When the Company provides advance payouts, it assumes risk that the event may be canceled, fraudulent or materially not as described, resulting in significant chargebacks and refund requests. If the creator is insolvent, has spent the proceeds of the ticket sales for event-related costs, has canceled the event, or has engaged in fraudulent activity, the Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. The Company records reserves for estimated advance payout losses as an operating expense classified within sales, marketing, and support.

~~When~~Reserves ~~the~~for ~~Company~~estimated ~~provides~~advanced ~~advance~~payout ~~payouts,~~losses itare ~~assumes~~recorded ~~risk~~based ~~that~~on the ~~event~~Company's ~~may~~assessment beof ~~cancelled,~~various ~~fraudulent~~factors, orincluding ~~materially~~the ~~not~~amounts aspaid ~~described, resulting in potential significant chargebacks~~ and ~~refund~~outstanding ~~requests.~~to Ifcreators ~~the~~in ~~creator~~conjunction iswith ~~insolvent or has spent~~ the ~~proceeds~~advance ofpayout ~~the ticket sales for event-related costs~~program, ~~the~~macroeconomic ~~Company may not be able to recover our losses from these events~~conditions, and ~~such~~actual ~~unrecoverable~~chargeback ~~amounts~~and ~~could~~refund ~~equal~~activity ~~the~~trends. ~~value~~As of ~~the~~December 31, ~~transaction~~2025 orand ~~transactions~~December 31, ~~settled to the creator prior to the event that is disputed~~2024, ~~plus any associated chargeback fees not assumed by~~ the ~~creator.~~

Reserves for estimated advance payout losses are recorded based on the Company's assessment of 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. 60

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.

The reserve balance increased during the year ended December 31, 2024 primarily due to increased chargeback and fraud activity.

Due to ongoing macroeconomic conditions, it is possible that this amount will not be sufficient and the Company's actual losses could be materially different from its current estimates. The Company will adjust reserves in the future to reflect best

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~~estimates~~chargebacks ofand ~~future~~refunds ~~outcomes~~reserve was $10.5 ~~The~~million ~~Company~~and ~~cannot~~$10.3 ~~predict~~million, ~~the~~respectively. ~~outcome~~These ofamounts orinclude ~~estimate~~reserve ~~the~~balances ~~possible~~for ~~recovery~~estimated oradvance ~~range~~payout losses of ~~recovery~~$4.6 ~~from~~million ~~these~~and ~~matters~~$5.2 million, respectively.

The Company will adjust reserves in the future to reflect best estimates of future outcomes. The Company cannot predict the outcome of or estimate the possible recovery or range of recovery from these matters. It is possible that the reserve amount will not be sufficient and the Company's actual losses could be materially different from its current estimates.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid financial instruments, including bank deposits, money market funds and U.S. Treasury securities with an original maturity of three months or less at the date of purchase, to be cash equivalents. Due to the short-term nature of the instruments, the carrying amounts reported in the consolidated balance sheets approximate their fair value.

Cash and cash equivalents balances include the face value of tickets sold on behalf of creators and their share of service charges, which ~~amounts~~ are to be remitted to the creators. Such balances were $~~266~~253.06 million and $~~259~~266.20 million as of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, respectively. ~~These~~Although these ticketing proceeds are legally unrestricted, ~~and~~these ~~the Company invests a portion of ticketing proceeds in U.S. Treasury bills with original maturities of less than one year. These~~ amounts ~~due to creators~~ are ~~included~~not inexpected ~~accounts~~to ~~payable,~~be ~~creators~~used onfor ~~the~~general ~~consolidated~~operating ~~balance sheets~~purposes.

In 2024, the Company established a letter of credit ~~in order~~ to manage and mitigate potential risks related to refunds and chargebacks amounting to $48.0 million. In ~~2022~~August 2025, the Company ~~had~~entered ~~issued~~into ~~letters~~a $60.0 million term loan, the proceeds of ~~credit~~which ~~relating~~are being held in escrow, net of bank fees of $0.4 million, pursuant to ~~contracts~~the ~~entered~~Credit ~~into~~Agreement ~~with~~described ~~other~~in ~~parties~~Note ~~under~~9, ~~lease~~"Debt". ~~agreements~~These ~~and~~funds ~~other~~will ~~agreements~~remain in escrow until certain conditions related to the repayment or repurchase of the Company’s outstanding notes are satisfied, which ~~had~~the ~~been~~Company ~~collateralized~~expects ~~with~~to ~~cash~~meet within twelve months from the balance sheet date. ~~This~~The cash isrelating to both the letter of credit and the funds held in escrow are classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):

	December 31,
	2024		2023		2022
	2025		2024		2023
Cash and cash equivalents	$	~~416~~299,~~531~~921	$	~~489~~416,~~200~~531	$	~~539~~489,~~299~~200
Restricted cash	48107,~~000~~588		—48,000		~~875~~—
Total cash, cash equivalents and restricted cash	$	~~464~~407,~~531~~509	$	~~489~~464,~~200~~531	$	~~540~~489,~~174~~200

Short-term Investments

The Company invests certain of its excess cash in short-term debt instruments which consist of U.S. Treasury bills with original maturities of less than one year. All short-term investments are classified as held-to-maturity and are recorded and held at amortized cost. Investments are considered to be impaired when a decline in fair value is deemed to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, the carrying value of an instrument is adjusted to its fair value on a non-recurring basis. There were no such fair value impairments recognized in any of the periods presented in the consolidated financial statements.

As of December 31, 2025, the Company does not hold any short-term investments. The following table summarizes the Company's financial instruments that were measured at fair value on a non-recurring basis (in thousands):

			December 31, 2024		~~December 31, 2024~~
Description	Classification	~~Classification~~	Amortized cost		~~Amortized cost~~		Gross unrecognized holding gains		~~Gross unrecognized holding gains~~		Gross unrecognized holdings losses		~~Gross unrecognized holdings losses~~		Aggregate fair value		~~Aggregate fair value~~
Saving deposits		Cash equivalents			$	28,601			$	—			$	—			$	28,601
Savings deposits	Cash equivalents		$	28,601			$	—			$	—			$	28,601
US Treasury securities	Short-term investments	~~Short-term investments~~	24,959		~~24,959~~		7		7		—		—		24,966		~~24,966~~
			$	53,560	$	~~53,560~~	$	7	$	7	$	—	$	—	$	53,567	$	~~53,567~~

		December 31, 2023
Description	Classification	Amortized cost		Gross unrecognized holding gains		Gross unrecognized holdings losses		Aggregate fair value
Saving deposits	Cash equivalents	$	51,487	$	—	$	—	$	51,487
US Treasury securities	Short-term investments	153,746		17		(12)		153,751
		$	205,233	$	17	$	(12)	$	205,238

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Fair Value Measurements

The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Other inputs that are directly or indirectly observable in the marketplace.

Level 3 – Unobservable inputs that are supported by little or no market activity.

The Company’s cash equivalents, ~~short-term~~restricted ~~investments~~cash, funds receivable, accounts receivable, accounts payable and other current liabilities approximate their fair value. All of ~~these~~the Company’s financial assets and liabilities measured at fair value are classified as Level 1., ~~The~~except for the Company'’s ~~debt~~Term isLoan and 0.750% Convertible Senior Notes due 2026 (the “2026 Notes”), which are classified as Level 2. ~~Refer~~See to Note 9, “Debt”,” for ~~details~~additional information regarding the fair value of the Company'’s ~~convertible~~Term ~~senior~~Loan ~~notes~~and 2026 Notes.

Concentrations of Risk

Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, funds receivable, accounts receivable, payments to creators and creator advance payouts. In relation to the capped call transactions, the Company is subject to counterparty risk of default with financial institutions (option counterparties). The Company's exposure to the credit risk of the option counterparties under the capped call transactions is not secured by any collateral. The Company holds its cash with high-credit-quality financial institutions and manages credit risk of its short-term investments by investing its cash in money market instruments and U.S. Treasury bills; however, the Company maintains balances in excess of the FDIC insurance limits.

The Company does not require its creators to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection. As of December 31, ~~2024~~2025 and ~~2023~~2024 there were no customers (creators) that represented 10% or more of accounts receivable balance, nor exceeded 10% of net revenue.

Funds Receivable

Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. For periods ending on a weekend or a bank holiday, the funds receivable balance will typically be higher than for periods ending on a weekday, as the Company settles payment processing activity on business days. The funds receivable balance includes the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such amounts were $3424.26 million and $4434.2 million as of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, respectively.

Accounts Receivable, Net

Accounts receivable, net is primarily comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP) or our advertising services. For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts.

In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified.

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Property and Equipment, Net

Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are expensed as incurred. The estimated useful lives of the Company’s property and equipment are as follows:


			Estimated Useful Life
Furniture and fixtures			3-5 years
Computers and computer equipment			2-3 years
Capitalized internal-use software development costs			2 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

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Leases

The Company has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.

Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepayments and lease incentives. In calculating the present value of the lease payments, the Company utilizes its incremental borrowing rate, as the rates implicit in the leases were not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. Generally, the operating lease right-of-use asset and associated lease liability do not consider the option to extend the term, as the Company is not reasonably certain of exercising the extension option.

The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Additionally, the Company elected to combine lease and non-lease components as a single lease component.

Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease.

Internal-Use Software Development Costs

The Company capitalizes certain costs associated with website and application development and software developed for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet.

Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses.

Business Combinations, Goodwill and Acquired Intangible Assets, Net

The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. Such valuations require the Company 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. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. During the year ended December 31, 2024, the Company performed an analysis by comparing its estimated fair value to the carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary.63

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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. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. During the year ended December 31, 2025, the Company performed an analysis by comparing its estimated fair value to the carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary.

Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from 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. There were no impairment charges recorded in any of the periods presented in the consolidated financial statements.

Impairment of Long-lived Assets

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The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset group may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of the asset group is measured by a comparison of the carrying amounts to the undiscounted cash flows the asset group is expected to generate over its remaining life. If such review indicates that the carrying amount of intangible asset group is not recoverable, the carrying amount of such assets is reduced to the fair value.

If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. If the asset group is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset group. The Company had recorded no impairment charges of long-lived assets in any of the periods presented in the consolidated financial statements.

Stock-Based Compensation Expense

Stock-based compensation expense is measured based on the grant-date fair value of the awards. The Company uses the market closing price of its common stock as reported on the ~~New~~NYSE ~~York Stock Exchange~~ for the fair value of equity awards. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Compensation expense is recognized over the vesting period of the stock options and awards using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense.

For performance-based restricted stock units (PSU) that vest based upon continued service and achievement of certain financial performance conditions, the fair value is determined based upon the market closing price of our common stock on the date of the grant. Compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied. The number of PSUs issued could range from 0% up to 200% of the target amount. For market-based PSUs that vest based upon continued service and achievement of certain market conditions, the fair value is determined using the Monte Carlo valuation model. The Company recognizes compensation expense for such awards over the requisite service period using the accelerated attribution method.

Determining the grant-date fair value of options and awards using the Black-Scholes option-pricing model or Monte Carlo simulation model requires management to make assumptions and judgments. The Company uses a blended volatility that includes its 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. The expected term of stock options granted has been determined using the simplified method, which uses the midpoint between the vesting date and the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Treasury Stock

The Company accounts for treasury stock acquisitions using the cost method. Treasury stock is recorded as a reduction to stockholders’ equity, as the Company does not currently intend to retire the treasury stock held.

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Advertising Costs

Advertising costs, which include search engine marketing, search engine optimization, and other forms of digital advertising, are expensed as incurred. Advertising expenses were $810.34 million, $138.3 million and $413.3 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Income Taxes

The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately provided for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company adjusts these allowances when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s consolidated financial statements.

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matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s consolidated financial statements.

Foreign Currency Remeasurement

The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are stated at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in other income (expense), net in the consolidated statements of operations. The Company recorded foreign currency rate remeasurement ~~loss~~gain of $32.65 million, loss of $03.56 million and loss of $60.35 million during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Net Loss Per Share

Basic net loss per share attributable to common stockholders is computed by dividing ~~the~~ net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding ~~for~~during the period.

Diluted net loss per share is computed by ~~utilizing~~giving aneffect ~~if-converted~~to ~~method~~all ~~for~~potentially ~~calculating any potential~~ dilutive ~~effect of its~~ common ~~equivalent~~ shares ~~and~~outstanding ~~convertible~~during ~~senior~~the ~~notes~~period. ~~The~~Potentially ~~potential~~dilutive ~~impact~~common ~~upon~~shares ~~the~~include ~~conversion~~stock ofoptions, ~~the~~restricted stock units, and convertible senior notes. ~~and~~Stock ~~common~~options ~~equivalent~~and ~~shares~~restricted stock units are ~~excluded~~included ~~from~~in ~~the calculation of~~ diluted net loss per share inusing ~~periods~~the ~~for~~treasury ~~which~~stock ~~they~~method. ~~have~~Convertible ansenior ~~anti~~notes are included using the if-~~dilutive~~converted ~~effect~~method. For periods in which the Company reports a net ~~losses~~loss, diluted net loss per share is ~~the~~equal ~~same~~to as basic net loss per share because the inclusion of potentially dilutive common shares ~~are~~would ~~not~~be ~~assumed to have been issued if their effect is~~ anti-dilutive.

3. Accounts Receivable, Net

Accounts receivable, net is comprised of invoiced amounts to customers who use ~~FPP~~a ~~for~~third-party facilitated payment ~~processing~~processor (FPP) or our advertising services. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Bad debt expense was immaterial in all of the periods presented in the consolidated financial statements. The following table summarizes the Company’s accounts receivable balance (in thousands):

	December 31,
	2024		2023		2022
	2025		2024		2023
Accounts receivable, customers	$	31,~~111~~639	$	3,~~524~~111	$	23,~~967~~524
Allowance for credit losses	(~~924~~1,043)		(~~710~~924)		(~~701~~710)
Accounts receivable, net	$	~~2,187~~596	$	2,~~814~~187	$	2,~~266~~814

4. Creator Signing Fees, Net

Creator signing fees are incentives that are offered and paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. Creator signing fees are presented net of reserves on the consolidated balance sheet. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creators and accordingly the amortization of these fees is recorded as a reduction of revenue in the consolidated statements of operations. 65

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	December 31,
	2024		2023
Balance, beginning of period	$	1,937	$	1,748
Creator signing fees paid	4,141		191
Amortization of creator signing fees	(1,193)		(980)
Write-offs and other adjustments	2,644		978
Balance, end of period	$	7,529	$	1,937
As presented in the consolidated balance sheets:
Creator signing fees, net	$	3,954	$	634
Creator signing fees, noncurrent	$	3,575	$	1,303

The balance of creator signing fees, net is being amortized on a straight-line basis over a weighted-average remaining contract life of 3.1 years and 3.7 years as of December 31, 2025 and 2024, respectively. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands):



	December 31,

	2025		2024
Balance, beginning of period	$	7,529	$	1,937
Creator signing fees paid	4,185		4,141
Amortization of creator signing fees	(2,429)		(1,193)
Write-offs and other adjustments	(2,801)		2,644
Balance, end of period	$	6,484	$	7,529
As presented in the consolidated balance sheets:
Creator signing fees, net	$	2,469	$	3,954
Creator signing fees, noncurrent	$	4,015	$	3,575

5. Creator Advances, Net

Creator advances are incentives that are offered by the Company which provide the creator with funds in advance of the event. ~~Creator advances are presented net of reserves on the consolidated balance sheet.~~ These are subsequently recovered by withholding amounts due to the Company from the sale of tickets for the event until the creator advance has been fully ~~recovered~~covered. Creator advances are presented net of reserves on the consolidated balance sheet.

	December 31,
	2024		2023
Balance, beginning of period	$	2,804	$	721
Creator advances paid	5,273		2,077
Creator advances recouped	(4,242)		(688)
Write-offs and other adjustments	(455)		694
Balance, end of period	$	3,380	$	2,804

The following table summarizes the activity in creator advances, net, for the periods indicated (in thousands):



	December 31,

	2025		2024
Balance, beginning of period	$	3,380	$	2,804
Creator advances paid	10,685		5,273
Creator advances recouped	(4,763)		(4,242)
Write-offs and other adjustments	(686)		(455)
Balance, end of period	$	8,616	$	3,380

6. Property and Equipment, Net

Property and equipment, net consisted of the following as of the dates indicated (in thousands):

	~~December 31,~~		December 31,
	2024				2023
			2025				2024
Capitalized internal-use software development costs	$	~~70,210~~	$	74,511	$	~~62,615~~	$	70,210
Furniture and fixtures	~~179~~		176		~~179~~		179
Computers and computer equipment	~~3,820~~		3,665		~~3,617~~		3,820
Leasehold improvements	~~924~~		914		~~924~~		924
	75,133				67,335
Property and equipment			79,266				75,133
Less: Accumulated depreciation and amortization	~~(62,493)~~		(70,934)		~~(57,951)~~		(62,493)
Property and equipment, net	$	~~12,640~~	$	8,332	$	~~9,384~~	$	12,640

	Year Ended December 31,
	2024		2023		2022
Depreciation expense	$	690	$	1,290	$	2,255
Amortization of capitalized internal-use software development costs	$	6,115	$	3,877	$	3,396

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The Company recorded the following amounts related to depreciation of fixed assets and amortization of capitalized internal-use software development costs during the periods indicated (in thousands):



	Year Ended December 31,

	2025		2024		2023
Depreciation expense	$	531	$	690	$	1,290


Amortization of capitalized internal-use software development costs	8,362		6,115		3,877

7. Leases

Operating ~~leases~~Leases

The Company has operating leases ~~its~~primarily for office ~~facilities~~space. ~~under~~Operating lease right-of-use assets and operating lease ~~arrangements~~liabilities ~~with~~are ~~varying~~recognized ~~expiration~~at ~~dates~~the ~~through~~lease ~~2026.~~commencement Asdate ofbased ~~December 31,~~on ~~2024,~~the present value of the ~~remaining~~lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. In calculating the present value of the lease payments, the Company's ~~operating~~utilizes its incremental borrowing rate, as the rates implicit in the leases ~~ranges~~were ~~less~~not ~~than~~readily ~~two~~determinable. ~~years~~The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

The Company subleases certain office spaces to third parties when it identifies excess leased capacity. Sublease income is recorded as a reduction in lease expense.

As part of the 2023 restructuring plan described in Note 1, the Company closed certain offices in April 2023 to reflect the geographic distribution of the Company’s employees and $3.9 million of amortization of the right-of-use assets was accelerated for the year ended December 31, 2023.

	Year Ended December 31,
	2024		2023
Operating lease costs	$	617	$	5,137
Sublease income	—		(104)
Total operating lease costs, net	$	617	$	5,033

The components of operating lease costs were as follows (in thousands):

The Company made cash payments of $2.1 million and $3.0 million for operating lease liabilities during the year ended December 31, 2024 and December 31, 2023, respectively, which is included within the operating activities section on the consolidated statements of cash flows.



	Year Ended December 31,

	2025		2024
Operating lease costs	$	613	$	617
Sublease income	(110)		—
Total operating lease costs, net	$	503	$	617

AsThe ~~of December 31, 2024, the~~ Company's ~~operating~~made ~~leases~~cash ~~had~~payments ~~a weighted-average remaining lease term~~ of 1$2.2 ~~years~~million and a$2.1 million ~~weighted-average~~for ~~discount~~operating ~~rate~~lease ofliabilities ~~4.6%.~~during Asthe ofyear ended December 31, ~~2023,~~2025 ~~the~~and ~~Company's~~December ~~operating~~31, ~~leases~~2024, ~~had~~respectively, awhich ~~weighted-average~~is ~~remaining~~included ~~lease~~within ~~term~~the ofoperating ~~2.2~~activities ~~years~~section ~~and~~on anthe ~~average~~consolidated ~~weighted-average~~statements ~~discount rate~~ of ~~3.9%.~~cash flows.

As of December 31, ~~2024~~2025, ~~maturities~~the Company's operating leases had a weighted-average remaining lease term of 0.4 years and a weighted-average discount rate of 5.3%. As of December 31, 2024, the Company's operating leases had a weighted-average remaining lease ~~liabilities~~term ~~were~~of as1.2 ~~follows~~years ~~(in~~and ~~thousands):~~a weighted-average discount rate of 4.6%.

2025	$	2,140
2026	372
Total operating lease payments	2,512
Less: Imputed interest	(64)
Total operating lease liabilities	$	2,448
Reconciliation of lease liabilities as shown in the consolidated balance sheets
Operating lease liabilities, current	$	2,071
Operating lease liabilities, noncurrent	377
Total operating lease liabilities	$	2,448

The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2026. As of December 31, 2025, the Company’s operating lease liabilities matured within one year, with total remaining undiscounted future lease payments of $0.4 million, including an immaterial amount of imputed interest, resulting in a reported operating lease liability of $0.4 million, all of which is classified as a current operating lease liability on the consolidated balance sheets.

8. Goodwill and Acquired Intangible Assets, Net

The carrying amount of goodwill was $174.4 million as of December 31, ~~2024~~2025 and 2024. The Company did not record any impairment charges related to goodwill during the years ended December 31, 2025, 2024, or 2023.

Acquired intangible assets consisted of the following as of the dates indicated (in thousands):

	December 31, 2024
	Cost		Accumulated Amortization		Net Book Value		Weighted-average remaining useful life (years)
Developed technology	$	22,396	$	22,396	$	—	0.0
Customer relationships	74,884		69,870		5,014		0.7
Tradenames	1,350		1,350		—		0.0
Acquired intangible assets, net	$	98,630	$	93,616	$	5,014

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	December 31, 2023
	December 31, 2025
	Cost		Accumulated Amortization		Net Book Value		Weighted-average remaining useful life (years)
Developed technology	$	22,396	$	21(22,~~679~~396)	$	~~717~~—	0.90
Customer relationships	74,884		62(74,~~287~~884)		~~12,597~~—		10.70
Tradenames	1,350		(1,350)		—		0.0
Acquired intangible assets, net	$	98,630	$	85(98,~~316~~630)	$	~~13,314~~—

			Year Ended December 31,
	December 31, 2024
			2024				2023				2022
	Cost				Accumulated Amortization				Net Book Value				Weighted-average remaining useful life (years)
Cost of net revenue			$	717			$	825			$	825
Developed technology	$	22,396			$	(22,396)			$	—			0.0
Sales, marketing and support			7,583				7,768				8,362
Customer relationships	74,884				(69,870)				5,014				0.7
General and administrative			—				—				22
Tradenames	1,350				(1,350)				—				0.0
Total amortization of acquired intangible assets			$	8,300			$	8,593			$	9,209
Acquired intangible assets, net	$	98,630			$	(93,616)			$	5,014

2025	$	5,014
2026	—
Total expected future amortization expense	$	5,014

The Company recorded amortization expense related to acquired intangible assets in the consolidated statements of operations as follows (in thousands):



	Year Ended December 31,

	2025		2024		2023
Cost of net revenue	$	—	$	717	$	825
Sales, marketing and support	5,014		7,583		7,768

Total amortization of acquired intangible assets	$	5,014	$	8,300	$	8,593

As of December 31, 2025, the Company’s acquired intangible assets were fully amortized. Accordingly, the Company does not expect to recognize any future amortization expense related to these acquired intangible assets. No impairment of acquired intangible assets was recognized during the years ended December 31, 2025, 2024, or 2023.

9. Debt

	December 31, 2024						December 31, 2023
	2026 Notes		2025 Notes		Total		2026 Notes		2025 Notes		Total
Outstanding principal balance	$	212,750	$	30,000	$	242,750	$	212,750	$	150,000	$	362,750
Less: Debt issuance costs	(1,812)		(219)		(2,031)		(2,864)		(2,218)		(5,082)
Carrying amount, debt	$	210,938	$	29,781	$	240,719	$	209,886	$	147,782	$	357,668

As of December 31, 2025 and December 31, 2024, the Company’s outstanding long-term debt was comprised of the following components (in thousands):

	Year Ended December 31,
	December 31, 2025
	2024		2023		2022
	Term Loan		2026 Notes		2025 Notes		Total
Cash interest expense	$	6,954	$	9,096	$	9,096
Outstanding principal balance	$	59,250	$	87,750	$	—	$	147,000
Amortization of debt issuance costs	1,837		2,089		2,016
Less: Debt issuance costs	(2,279)		(311)		—		(2,590)
Total interest expense	$	8,791	$	11,185	$	11,112
Carrying amount, long-term debt	$	56,971	$	87,439	$	—	$	144,410

As of December 31, 2024, the remaining life of the 2025 Notes and 2026 Notes is approximately 0.9 years and 1.7 years, respectively.


	December 31, 2024
	Term Loan		2026 Notes		2025 Notes		Total
Outstanding principal balance	$	—	$	212,750	$	30,000	$	242,750
Less: debt issuance costs	—		(1,812)		(219)		(2,031)
Carrying amount, long-term debt	$	—	$	210,938	$	29,781	$	240,719

~~The following table summarizes the Company's contractual obligation to settle commitments related to the 2026 Notes and 2025 Notes as of December 31, 2024 (in thousands):~~68

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	Payments due by Year
	Total		2025		2026
Convertible Senior Notes Due 2026	$	212,750	$	—	$	212,750
Interest obligations on 2026 Notes(1)	3,191		1,596		1,595
Convertible Senior Notes Due 2025	30,000		30,000		—
Interest obligations on 2025 Notes(1)	1,500		1,500		—

Long-term debt is presented on the consolidated balance sheets as both current and noncurrent liabilities, based on the portion of principal payments due within the next twelve months and those due thereafter. The following table summarizes the classification of outstanding long-term debt as of the dates indicated (in thousands):

(1) The 2026 Notes and 2025 Notes bear interest at a fixed rate of 0.750% and 5.000% per year, respectively.


	December 31, 2025		December 31, 2024
Current portion of long-term debt	$	90,515	$	29,781
Long-term debt	53,895		210,938
Carrying amount, long-term debt	$	144,410	$	240,719

The following tables set forth the total interest expense recognized related to the Term Loan and Convertible Senior Notes for the periods indicated (in thousands):



	Year Ended December 31,

	2025		2024		2023
Cash interest expense	$	4,233	$	6,954	$	9,096


Amortization of debt issuance costs	1,275		1,837		2,089
Total interest expense	$	5,508	$	8,791	$	11,185

The following table summarizes the Company's contractual obligation to settle commitments related to the Term Loan and Convertible Senior Notes as of December 31, 2025 (in thousands):


	Payments due by Year
	Total		2026		2027		2028		2029
Term Loan	$	59,250	$	3,750	$	6,000	$	19,500	$	30,000
Interest obligations on Term Loan (1)	10,259		3,667		3,335		2,831		426
2026 Notes	87,750		87,750		—		—		—
Interest obligations on 2026 Notes (2)	658		658		—		—		—

(1) The Term Loan bears interest at a variable rate of Term SOFR plus 2.50%. Amounts presented in the table for future periods reflect interest payments calculated using an assumed annual rate of 6.28%, in effect as of December 31, 2025.

(2) The 2026 Notes bear interest at a fixed rate of 0.750% per year.

Term Loan

On August 6, 2025, the Company entered into a Credit Agreement (the "Credit Agreement") by and among the Company, as borrower, certain subsidiaries of Eventbrite, Inc., as guarantors, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative and collateral agent and Morgan Stanley Senior Funding, Inc., Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Axos Bank, as joint lead arrangers and bookrunners, which provided for a four-year, $60.0 million senior secured term loan facility (the "Term Loan"), the full amount of which was borrowed by the Company on such date. The proceeds of the Term Loan will be held in escrow until the full amount of the 2025 Notes and an agreed portion of the 2026 Notes are repaid or repurchased and the remaining portion of the 2026 Notes is cash collateralized. Following the release from escrow, the proceeds may be used for general corporate purposes.

At the Company’s election, loans under the Credit Agreement bear interest at either (a) a term SOFR rate or (b) Base Rate (defined in a customary manner), in each case plus, until August 6, 2026, an applicable margin of 2.50% per annum for term SOFR loans and 1.50% per annum for Base Rate loans, and thereafter the applicable margin will vary depending on the Company’s consolidated net total leverage ratio, ranging from 1.50% per annum for Base Rate loans and 2.50% per annum for term SOFR loans if the Company’s consolidated net total leverage ratio is greater than 0.50 to 1.00, down to 1.25% per annum for Base Rate loans and 2.25% per annum for term SOFR loans if the Company’s consolidated net total leverage ratio is equal to or less than 0.50 to 1.00. The Term Loan matures on August 6, 2029. The principal amount of the Term Loan amortizes on quarterly basis in amounts equal to 5% or the initial principal amount in the first year, 10% of the initial principal amount in each of the second and third years and 75% of the initial principal amount in the fourth year. Interest is payable quarterly in arrears on the last day of each interest period in the case of term SOFR rate loans, or on the last business day of each March, June, September and December in the case of Base Rate loans.

The Company incurred total debt issuance and debt discount cash costs of approximately $2.5 million, inclusive of the upfront fee equal to 0.50% of the loan amount payable at closing. The debt issuance costs and discount allocated to the Term

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Loan are recorded as a reduction to the carrying amount of the debt and are being accreted over the contractual term of the loan using the effective interest rate method.

Optional prepayments of borrowings under the Credit Agreement are permitted at any time, in whole or in part, without premium or penalty, subject to customary breakage costs.

The Term Loan and other obligations under the Credit Agreement are (a) guaranteed by each of the Company’s wholly owned material domestic restricted subsidiaries, subject to certain exceptions, and (b) secured by substantially all of the assets of the Company and the subsidiary guarantors, including a pledge of all the capital stock of material domestic subsidiaries held directly by the Company and the subsidiary guarantors, subject to certain customary exceptions and limitations.

The Credit Agreement contains customary events of default and certain covenants applicable to the Company and its restricted subsidiaries, including, without limitation, limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, including sale-leaseback transactions, prepayment of junior financing, changes in business and other limitations customary in senior secured credit facilities. In addition, the Credit Agreement requires the Company to maintain a maximum consolidated net total leverage ratio ranging from 3.25 to 1.00 to 2.00 to 1.00, a minimum fixed charge coverage ratio of 1.10 to 1.00 and minimum revenue of $270.0 million. The Company was in compliance with all covenants as of December 31, 2025.

The fair value of the Term Loan, which is classified as a Level 2 instrument within the fair value hierarchy, was $60.1 million as of December 31, 2025. The fair value was estimated using a discounted cash-flow model that incorporates observable SOFR rates.

Convertible Senior Notes

2026 Notes

In March 2021, the Company issued $212.8 million aggregate principal amount of 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”). The 2026 Notes are senior unsecured obligations, with interest payable semi-annually in arrears on March 15 and September 15 of each year. The 2026 Notes will mature on September 15, 2026, unless earlier converted, redeemed or repurchased.

In August 2025, the Company repurchased $125.0 million aggregate principal amount of the 2026 Notes for $118.9 million in cash, including accrued interest. This transaction resulted in a gain on extinguishment of $5.8 million in the third quarter of 2025. Gains and losses on debt extinguishment are presented as a separate financial statement line item within the consolidated statements of operations and included as an adjustment to reconcile net loss to net cash provided by operating activities in the consolidated statements of cash flows.

The effective interest rate of the 2026 Notes is 1.3%. The Company recorded cash interest of $1.2 million and $1.6 million and amortization of debt issuance costs of $0.8 million and $1.1 million related to the 2026 Notes during the year ended December 31, 2025 and December 31, 2024, respectively.

The fair value of the 2026 Notes, which are classified as Level 2 instruments within the fair value hierarchy, was $86.2 million as of December 31, 2025, and $186.5 million as of December 31, 2024. The fair value of the Convertible Notes is determined using observable market prices on the last business day of the period.

2025 Notes

In June 2020, the Company issued $150.0 million aggregate principal amount of 5.000% ~~convertible~~Convertible ~~senior~~Senior ~~notes~~Notes due 2025 (the 2025 Notes) in a private offering, inclusive of the initial purchaser's exercise in full of their option to purchase additional notes. The 2025 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 5.000% per year. Interest is payable in cash semi-annually in arrears on June 1 and December 1 ~~of each year~~, ~~beginning on December 1, 2020. The~~ 2025 ~~Notes mature on December 1, 2025 unless earlier repurchased, redeemed or converted. The total net proceeds from~~ (the "2025 Notes~~, after deducting the initial purchasers' discounts and debt issuance costs of $5~~").~~7 million, was $144.3 million.~~

~~The~~In ~~effective~~August ~~interest~~2024, ~~rate~~the Company repurchased $120.0 million aggregate principal amount of the 2025 Notes isfor $120.5 million in cash, including accrued interest.~~8%.~~ ~~For~~This ~~each~~transaction resulted in a loss on extinguishment of $0.3 million in the ~~years~~third ~~ended~~quarter ~~December 31,~~of 2024,. ~~2023~~Gains and ~~2022~~losses ~~the~~on ~~Company~~debt ~~recorded~~extinguishment ~~cash~~are ~~interest~~presented ofas ~~$5.4~~a ~~million,~~separate ~~$7.5~~financial ~~million~~statement ~~and~~line ~~$7.5 million~~item ~~and~~within ~~amortization~~the consolidated statements of ~~debt~~operations ~~issuance~~and ~~costs~~included ofas ~~$0.8~~an ~~million,~~adjustment ~~$1.1~~to ~~million~~reconcile ~~and~~net ~~$1.0 million,~~loss ~~respectively~~to net cash provided by (used in) operating activities in our condensed consolidated statements of cash flows.

~~The~~On ~~2025~~December ~~Notes~~1, ~~are~~2025, ~~(i) equal in right of payment with~~ the ~~Company’s~~remaining ~~existing~~$30.0 million ~~and~~aggregate ~~future~~principal ~~senior,~~amount ~~unsecured indebtedness; (ii) senior in right~~ of ~~payment to~~ the ~~Company’s existing and future indebtedness that is expressly subordinated to the~~ 2025 Notes; ~~(iii)~~matured ~~effectively subordinated to the Company’s existing~~ and ~~future~~was ~~secured~~fully ~~indebtedness,~~repaid toin ~~the~~cash. ~~extent~~As of ~~the~~December ~~value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities~~31, ~~including trade payables~~2025, ~~and~~there ~~(to~~was ~~the~~no ~~extent~~outstanding ~~the~~balance ~~Company~~related isto ~~not a holder thereof) preferred equity, if any, of~~ the ~~Company’s~~2025 ~~subsidiaries~~Notes.

~~The~~In ~~terms~~connection ofwith the ~~2025~~issuance ~~Notes~~of ~~are governed by an Indenture by and between~~ the ~~Company and Wilmington Trust, National Association, as Trustee (the Indenture). Upon conversion, the~~ 2025 Notes ~~may be settled in cash~~, ~~shares~~the ofCompany ~~Class~~entered Ainto ~~common~~capped ~~stock,~~call ~~or a combination of cash and shares of Class A common stock, at the Company's election~~transactions. ItThese istransactions ~~the~~expired ~~Company's~~in ~~current~~connection ~~intent~~with ~~to settle~~ the ~~principal~~final ~~amount~~maturity of the 2025 Notes ~~with~~on ~~cash~~December ~~and remaining conversion value~~1, ~~if any, in shares of the Class A common stock~~2025.

The 2025 Notes are convertible at an initial conversion rate of 79.3903 shares of Class A common stock per $1,000 principal amount of 2025 Notes, which is equal to an initial conversion price of approximately $12.60 per share of Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances:70

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price of the 2025 Notes for each of the at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

•during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of that 10 consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day;

•upon the occurrence of certain corporate events or distributions on the Company's Class A common stock, as described in the Indenture;

•if the Company calls the 2025 Notes for redemption; or

•at any time from, and including, June 2, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.

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Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitled to an increase in the conversion rate.

The 2025 Notes are redeemable, in whole or in part, at the Company's option at any time and from time to time, on or after June 1, 2023 and on or before the 40th scheduled trading day immediately prior to the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading dates ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. Additionally, calling any of the 2025 Notes for redemption will constitute a make-whole fundamental change with respect to that portion of the 2025 Notes, in which case the conversion rate applicable to the conversion of those 2025 Notes will be increased in certain circumstances (as described in the Indenture) if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, note holders may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock.

The 2025 Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the 2025 Notes; (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the 2025 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $10,000,000, where such judgments are not discharged or stayed within 45 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $10,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of 2025 Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2025 Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 2025 Notes.

The fair value of the 2025 Notes, which the Company have classified as a Level 2 instrument, was $29.8 million as of December 31, 2024. The fair value of the 2025 Notes is determined using observable market prices on the last business day of the period.

2026 Notes

In March 2021, the Company issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (the 2026 Notes) in a private offering to qualified institutional buyers, inclusive of the initial purchaser's exercise in full of its option to purchase additional notes. The 2026 Notes bear interest at a fixed rate of 0.750% per year. Interest is payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2026 Notes mature on September 15, 2026 unless earlier repurchased, redeemed or converted. The total net proceeds from the 2026 Notes, after deducting debt issuance costs of $5.7 million, was $207.0 million.

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The 2026 Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2026 Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iii) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

Before March 15, 2026, noteholders will have the right to convert their 2026 Notes under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

•during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our Class A common stock on such trading day and the conversion rate on such trading day;

•upon the occurrence of certain corporate events or distributions on our Class A common stock, as described in the Indenture and

•if the Company call such notes for redemption;

From and after March 15, 2026, noteholders may convert their 2026 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. 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 the Company's election. The Company may irrevocably elect a settlement in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock.

The 2026 Notes are convertible at an initial conversion rate of 35.8616 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equal to an initial conversion price of approximately $27.89 per share of Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

No sinking fund is provided for the 2026 Notes. The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In addition, calling any 2026 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note,

Filing Compare · Eventbrite, Inc.