UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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  ☐

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 the impacts of the COVID-19 global health pandemic along with other geopolitical and macroeconomic events, including their impact on us, our operations, or our future financial or operational results; our convertible senior notes, including the intended use of the net proceeds; 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; our plans to remediate the material weakness in our internal controls over financial reporting; and our ability to successfully defend litigation brought against us and the potential effect of any current litigation on our business, financial position,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 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.

SELECTED RISKS AFFECTING OUR BUSINESS

Investing 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:

OurEventbrite’s mission is to bring the world together through live experiences, and sinceexperiences. Since inception, we have been at the center of the experience economy, helping to transform the way people discover and organize events. Our two-sided marketplace connects millions of creators and attend events.

In 2022, more than 800,0002023, Eventbrite creators heldhosted over five5 million free and paid events, using Eventbrite, issuing nearly 285over 300 million tickets to consumers on our global marketplace.

We leverage technology to connect live experience creators with consumers looking to discover new things to do or do more of what they love. Our creator and consumer experiences are purpose-builtthe Eventbrite brand to engage each audienceaudiences and collectively, connect them in ways tothat help maximize the business opportunityopportunities for event creators and satisfy consumer demand.

We aspire to be the trusted choice for event discovery by helping consumers find new experiences and connect them with others who share their passions. When consumers come to Eventbrite, we wantare committed to deliver a personalized, easily navigabledelivering an engaging experience that feels personalized to their interests and location. We believe that initiatives such as improving our machine learning-based personalization models, enabling consumer vitality, and refreshing the mobile application experience, including increased express payment options, will connect them with events that resonate. To help us buildcontinue to position Eventbrite as the demand sideleading consumer destination for live events.

In 2023, we strengthened our consumer presence and elevated the appeal of our marketplace for consumers seeking niche live events and experiences. We invested to create a richer browsing experience by introducing videos, enhanced imagery, and updated design for event listings that make events more attractive to the highest-intent consumers. We debuted multiple search and discovery channels that better match consumer preferences, such as curated lists of top events by metro areas, which we are

Event creators are an integral part of the Eventbrite community, and we built our platform to provide a seamless event discovery, building consumer trustcreation process, for both creators new to hosting events and optimizing checkout conversion. Eventbrite is alreadyfor frequent creators with years of experience. We offer a self-service approach that drives our business model and go-to-market strategy and we efficiently serve a large and broad creator base with minimal training, support, or professional services. As a meaningful source of audience growth for many creators, and we believe that as we engage consumers and scalefurther enhancing the consumer appeal and audiencescale of our marketplace we will be able tohelp us drive more demand and ticket sales on behalf of creators.

In 2023, we invested in tools that deliver on our commitment to improve reliability and usability for creators. With the launch of our new pricing and packaging plans beginning in June 2023, we expanded creators’ access to a comprehensive suite of event marketing tools which, in addition to Eventbrite Ads, helps creators drive more ticket salesaudience growth. We enable creators to market events on third-party social media websites through our ad generation tools, and on Eventbrite-owned platforms via Eventbrite Ads. We also continue to deploy generative artificial intelligence across our creator products with features such as well as growauto-completion during event creation, content generation for social media advertisements, and copywriting for email marketing campaigns. These products and investments are expected to strengthen the ease of use, marketing performance and overall demand generation value proposition of our marketing tools business.marketplace.

Our platformmarketplace operates on a global scale and our technology platform is designed to perform consistently, securely, efficiently and reliably at high loads.volume. Our platform supportsmust support transaction volumequantities associated with high-demand events and peak ‘on-sale’ transaction volumes, and handleshandling millions of events each year. We are continuing toTo strengthen our platform infrastructure, as we continue to shift from a monolithic architecture to a more scalable one based on microservices. We believe the microservices infrastructure we are buildingdelivering will improve our innovation velocity and our platform's overall velocity, scalability and availabilityavailability. As we continue to evolve our platform technology, we are focused on investments in machine-learning approaches to search and ultimately benefit ourdiscovery, fraud protection and generative AI to reduce creator effort in the event creators.creation process.

Eventbrite is committed to bringing the world together through live experiences, and we like to think about working at Eventbrite as the ultimate live experience. In orderWe seek to continue building oncreate a special culture in which our innovative self-service ticketingemployees, whom we refer to as Britelings, are motivated by helping people get together to explore their interests and experience technology platform,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 a competitive compensation and a benefits program tailored to our employees' needs across our global locations. We also work to foster a diverse workforce and inclusive culture.

As of December 31, 2022,2023, we had a total of 881866 full-time employees, of which 508433 were in the United States and 373433 were outside the United States.

Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to drive our business objectives, help achieve our strategic goals and create long-term value for our stockholders. We provide employees with compensation packages that include base salary, cash bonuses, and long-term incentives in the form of stock. We believe that a competitive compensation program with both short-term and long-term award opportunities, tied to the achievement of meaningful performance metrics, allows us to align employees with stockholdersour stockholders' interests. In addition to our compensation programs, we focus on promoting the total wellness of our people through resources, services and programs that support the physical, mental, and financial health of our Britelings and their families. We offer a wide range of benefits, such as comprehensive health insurance, access to certified coaches and therapists, paid time off, paid parental leave, retirement plans and other support. We further support Britelings' wellness through our BriteBreak program, which was established in 2020 to increase productivity, mitigate burnout, and drive increased engagement and retention with designated daysglobal time off onceone day per month. With the change from a primarily in-office to a primarily remote workforce, we have enhanced our benefit offerings to include home office stipends and have built more virtual, rather than in-office, engagement programs. We aim to create a highly coordinated working culture, and as such, will continue to promote ways to keep employees highly engaged and connected, as well as curating employee collaboration sessions either in the office or at off-site locations.

We believe progress as a society and as a company comes from proactively fostering diversity, equity and inclusion with tangible, evidence-based practices that we believe are key to attracting and retaining top talent. We are committed to hiring and retaining a diverse equitable and inclusive team through initiatives that ensure we consider a diverse slate of candidates for all mid-level and higher positionspositions. We are committed to creating an inclusive and conductingequitable environment where all of our employees can do their best work. We are committed to fair pay practices and conduct audits to ensure pay equity.equality, as well as practice pay transparency both internally and externally.

We are also focused on supporting Britelings across the full employee lifecycle and have implemented programs and practices designed to promote inclusion and diversity, employee engagement, and employee wellness. For example, to foster an increased sense of inclusion at Eventbrite, we are committed to hosting ongoing workshops, conversations, exercises and training to explore how we can create change in our roles to foster more diversity, equity, and inclusion. We also support employee “BriteBelonging''“BriteBelonging” groups, an important component of our culture, which help to build an inclusive culture through company events and education, networking and mentorship opportunities, participation in our recruitment efforts, and input into our hiring strategies. Further, we are using our platform and marketing channels to amplifycelebrate the diversity of our event creators that promote racial and social justice, equality, equity and civic action.their communities. To strengthen the communities we work and live in, we advocated for national policies that promote genderdiversity, equity, inclusion, and racial equity including paid family and medical leave and advancing voting rights in the United States.civic engagement.

The market forlandscape of event managementmarketplace and planning solutions is highly fragmented and is impacted by shifting creator and attendee needs, and changingadvancing technology, and consumer trends. We also compete with internally-developed systems. Thisoperate in a competitive landscape that provides creatorsconsumers and attendeescreators with many channels to promote or engage with live experiences.

We believe that our competitors for consumers fall into fourthree broad groups: internally-developed(1) social media platforms with large influencer presences that cater to audiences based on recent patterns and algorithms; (2) localized search platforms that pinpoint specific types of events in target geographical regions such as Tripadvisor, Viator and Airbnb Experiences; and (3) personal blogs and articles for activity recommendations that can be discovered via search engines such as Google or through community-interest engines such as Reddit.

We believe that our competitors for creators fall into three broad groups: (1) creator-developed ad hoc systems that creators cobble together on their own;systems; (2) event management software vendors, whomarketplaces with planning solutions, which are typically dedicated to a particular category of events in a limited number of countries; smaller niche or regionalgeographies; and (3) ticketing providers, who are typicallyusually far smaller in consumer scale and have more limited technology and feature functionality; and large technology companies who have added products in the events space and whose userbases have substantial event-related activity, such as Facebook, LinkedIn, Spotify and Zoom.functionality.

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

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 U.S.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.”

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.

Information about geographic revenue is set forth in Note 1514 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.

Eventbrite, Inc. was incorporated in Delaware in March 2008. Our corporate headquarters are located at 535 Mission95 Third Street, 8th floor,2nd Floor, San Francisco, California 94105.94103. 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.

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.

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

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.

We helpEventbrite brings together event creators organize,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 registrationsother consumer-facing interactions, we enable consumers to find experiences they love while serving as a broad range of events.demand generating engine for event creators. Our business is directly affected by the success of suchthe events in our marketplace and our ability to attract and retain event creators, consumers and a catalog of highly popular events. Our revenue is impacted by the number and mix of events typesin our marketplace and the quantity and price of events and ticket prices oftickets sold to the events produced by creators.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 revenuebusiness, financial condition and operating income.

Further, ourOur business depends on discretionary consumer and corporate spending. During periods of economic slowdown and recession, as well as other periods of economic instability or uncertainty, consumers may have historically reducedless disposable income and/or reduce their discretionary spending. In addition,Global and regional macroeconomic developments, such as a result ofincreased unemployment, volatility in financial and capital markets, increased interest rates, laborreduced access to credit and materials shortagesdecreased liquidity, political uncertainty and supply chain delays exacerbated by COVID-19, many regions have experienced and are continuing to experience rising consumer prices. With the rise in prices of essential goods and services, consumers have historically reduced their discretionary spending. The impact of economic slowdowns and rising consumer prices on our business is difficult to predict, but they may result in reductions in ticket and registration sales and our ability to generate revenue. Many factors related to discretionaryarmed conflicts, could negatively affect consumer and corporate spending, including employment, fuel prices, interest and tax rates and inflation, can adversely impact our results spending.

In addition, the occurrence and threat of extraordinary events impacting the ability to conduct live gatherings, such as public health concerns, epidemics and pandemics, (including the COVID-19 pandemic),wars, terrorist attacks, mass-casualty incidents such as the mass casualty event at a Houston music festival in November 2021,or natural disasters, or similar events, or loss or restriction of individuals’ rights to assemble, may deter creators from producing large events and substantially decrease theor halt attendance at live events. Terrorism and security incidents, military actions in foreign locations and periodic elevated terrorism alerts have increased public concerns regarding air travel, military actions and national or local catastrophic incidents. These concerns have led to numerous challenging operating factors at live events, including additional logistics for event safety and increased costs of security. These challenges may impact the creator and attendeeconsumer 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, attendeesconsumers 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, that could lead to unsatisfied event attendeesconsumers and require refunds or chargebacks or increase complexity and costs for creators and us, would harm our business, financial condition and results of operations and financial condition.

Our quarterly and annual results of operations have fluctuated significantly in the past due to a variety of factors, many of which are outside of our control and difficult to predict.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 highly popular events on our platform. We may need to make business decisions that could adversely affect our operating results, such as modifications to our pricing strategy, business structure or operations. As a result, it is difficult for us to forecast the level or source of our revenue accurately.

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. In addition to other risk factors listed in this “Risk Factors” section, factors that may cause our results of operations to fluctuate include:

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. Between 2020 and 2023, we focused our strategy on acquiringattracting new creators and retaining existing creators who arewere able to use our platform with limited live training, support or professional services, leveragingservices. As part of this effort, we reduced the scalesize of our event discovery platformsales, customer success and field operations teams. As we shift our strategy to more effectively connect creators withbecome the indispensable marketplace for live events, we are focusing on driving consumer demand and acquiring a catalog of highly popular events. To support this transition, we are focusing on engaging consumers to scale our platform, and making related changes to our organizational structure and priorities, including increasing our marketing spending to help them sell more ticketspromote our brand and fuel the success of their businesses,drive consumer demand and transitioning from a ticketing platformincreasing our hiring efforts in our event and creator acquisition and retention teams to a global marketplace.help attract highly popular events for our consumers. We recently beganmay not be successful in implementing a restructuring plan that eliminates approximately 8% of our workforce and relocates approximately 30% of remaining roles, which includes moving certain of our development roles from Argentinathis transition, and the United Stateschanges to Spainour organizational structure and Indiapriorities have in the past and relocating nearly all ofmay disrupt our customer supportcurrent business and operations roles to locations outside the United States. The restructuring plan also includes a real estate reduction to reflect the geographicfinancial performance.

distribution of our employees as well as other cost-reduction measures. The success of our corporate strategy and our restructuring plan will dependalso 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 development functions in Spainevent acquisition and India. While we have maintained operations in Spain for over five years, we only recently opened a talent hub in India in 2022, and as a new entrant into the Indian talent market, we may be unable to attract highly qualified personnel. If we are unable to hire and retain highly qualified employees in Spain and India, or if we are unable to do so in a cost effective manner, we may not be able to fully execute our strategy or realize returns on our investment in these geographies.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 and financial condition may be adversely affected.

Beginning in 2020, we have refocusedThe successful execution of our strategy on acquiring and retaining creators who are able to use our platform with limited live training, support or professional services, rather than creators who required significant support from our customer success and/or field operations functions, and more recently, on our transition from a ticketing platform to a global marketplace. As part of this effort, we have reduced the size of our sales, customer success and field operations teams, and are increasing our marketing spending to help drive consumer demand. To support our transition to a global marketplace, we are focusing on engaging consumers to scale our platform, and making related changes to our organizational structure and priorities. We may not be successful in implementing this transition, and the changes to our organizational structure and priorities may disrupt our current business.

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 and financial condition. Furthermore,operations.

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 historyportion of lossesthe 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 generate sufficient revenue to achieverecover our losses from these events. These losses could be many multiples of the fees we collected from such transactions. As of December 31, 2023 and maintain profitability.

Non-recoupable payments, net, including noncurrent balances, were $1.9 million and $1.7 million as of December 31, 2023 and 2022, respectively, and, as of December 31, 2022, we had an accumulated deficit2023, these payments were being amortized over a weighted-average remaining life of $789.0 million. Our2.4 years on a straight-line basis.

Creator advances, net, revenue for the year endedincluding noncurrent balances, were $2.8 million and $0.7 million as of December 31, 2020 was $106.0 million, a decrease of $220.8 million from the year ended December 31, 2019,2023 and our net revenue was $260.9 million and $187.1 million for the years ended December 31, 2022, respectively. We pay these advances 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 December 31, 2021, respectively.

Maintaining and maintain profitability.

We invest in brand and improveperformance 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 develop successfulSEO data available to us or make other changes to the way results are displayed, which can negatively affect

Further, the growing use of online ad-blocking software and enhancementstechnological changes to browsers and mobile operating systems that, for example, limit access to usage information for platforms like Eventbrite, impact the effectiveness of, or improve existing ones, our business will suffer.

IfIn addition to the marketing strategies described above, we cannot reachalso engage with celebrities and attract attendees forinfluencers 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 events hosted by creators inevent they undertake actions inconsistent with our brand and values.

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 will be harmed.

We seek to shiftsenforce these community guidelines in consumer behavior, inflation, labor challenges, increased labor costs, rising interest rates, economic recessionorder to uphold the safety and other factors, impactintegrity 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 reachenforce our policies across our marketplace could lead to negative public perception, distrust from our creators and attract new attendees will dependconsumers, 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 future developments, whichour platform. Some creators may not have, or are highly uncertainperceived not to have, legal and cannot be predicted.

Our event creators can select from different pricing packages based on the experiencefeatures required, service level desired and expertisebudget. We assess the pricing and composition of our senior management team, key technical employeespricing packages based on prior experience, feedback from creators and other highly skilled personneldata insights, and we periodically adjust the pricing and composition of our packages, and may periodically adjust the structure of our pricing model. Creators’ price sensitivity may vary by location, and as we seek to expand into different countries, our pricing packages may not enable us to compete effectively in these countries. For example, in Australia and the failureUnited Kingdom, we decided to lower our pricing to remain competitive in those markets. In early 2023, we raised ticketing fees for the first time in five years, and we plan to continue making changes to our pricing structure from time to time. We have implemented pricing increases since January 2023 to reflect enhanced product features, and in June 2023, we introduced a new pricing model which introduces 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. Our business will depend, in part, on existing creators selecting and renewing subscription plans with us as well as new creators opting into our subscription packages. Some current and prospective creators have indicated that they find our new pricing model to be confusing and complex, and we may be unable to retain motivate or integrate anygrow our creator base if we are unable to demonstrate the value of these individualsour packages and solutions or if our packages do not find product-market fit. Further, creators who opt into our subscription programs have no obligation to renew their subscriptions, and it is difficult to accurately predict long-term customer retention. If we are unable to provide subscription-based creators with the services and products they expect, we might be unable to retain or grow our subscriber base and thus adversely affect our subscription-based revenues. Additionally, changes to our pricing model and package composition, or our inability to effectively or competitively price our packages and solutions, could have an adverse effect onharm our business, financial condition and results of operations and financial condition.

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 additional highly qualified personnel. Our future success dependscreators willing to advertise on our continuingplatform, the quantity and quality of ads shown to our consumers, the cost of advertising, the return on ad spend, our ability to identify, hire, develop, motivate, retain and integrate highly skilled personnelcompete effectively 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 businessadvertising spend and our relationships. Competition in our industry for qualified employees is intense. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees.

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 vulnerabilities, some of which may only be discovered after the code has been used in a production environment to deliver products and services.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 attendees,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 attendeesconsumers on our platform, our business, financial condition and results of operations and financial condition.operations. In such an event, we may be required or may choose to expend additional resources in order

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, over the past decade, 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 and financial condition could be harmed.

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-demandhigh-

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. We have experienced, and may in the futureFrom time to time we experience occasional system interruptions caused by outages by our partners that made, or may make some or all systems or data unavailable or prevented, or may prevent us from efficiently providing services or fulfilling orders. For example, in August of 2022, most of our website experienced a 1.9 hour outage due to a failure of internal infrastructure running Eventbrite’s primary analytics platform, and in October of 2021, most of our website experienced a 3.7 hour outage because of a datastore issue with our infrastructure partners. Neither of these events hadplatform. While this event did not have a material impact on the Company, butour business, such events may reduce consumer trust in our platform. On February 27, 2024, we experienced an approximate 1 hour outage of our website.

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 attendeesconsumers 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. 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 suchAWS 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 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. Our headquarters are located in the San Francisco Bay Area, an area subject to

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 and financial condition.operations.

Our platform and solutions are accessed by a large number of creators and attendeesconsumers often at the same time. As we continue to expand the volume of creators and attendeesconsumers using the platform and the solutions available to those creators and attendees,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.

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.condition and results of operations.

We receive, transmit, store and storeprocess a large volume of personal data about actual and prospective creators, consumers, employees and other userindividuals. 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 protectionother processing of personal datadata. These requirements, and other user data. The legaltheir application, interpretation and compliance landscape in this area isamendment are continually evolving and compliance requirements continue to expand.

In the United States, numerous states already have adopted new or modified data privacy and are lookingsecurity laws that apply to expand, data protection legislation requiring companies like ours to consider solutions to meet differing needs and expectations of creators and attendees.ours. For example, California enacted the California Consumer Privacy Act (CCPA), which took effect on January 1, 2020, and was recently amended by the California Privacy Rights Act (CPRA), which went into effect on January 1, 2023.2020. The CCPA establishes a privacy framework for covered businesses such as ours and has required, and will likely continue to require, us to modify our data processing practices and policies and incur compliance related costs and expenses. TheAmong other things, the CCPA provides certain data privacy rights to California residents, such as affording consumers the right to opt out of the salecertain sales or transfers of personal information (including for cross-context behavioral advertising) and prohibits covered businesses from discriminating against consumers (e.g., charging more for services) for exercising any of their CCPA rights.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 resulting from a failure to implement reasonable security procedures and practices. The CPRA significantly amends the CCPA and imposes additional data protection obligations on covered companies doing business in California, including additional consumer rights such as opt outs for cross-context behavioral advertising and the right to limit the use and disclosure of sensitive data in certain contexts.breaches. It also createscreated a new California data protection agency specifically tasked to enforce the law, which will likely result in increased regulatory scrutiny of California businesses in the areas of data protection and security. Moreover,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 of Nevada enacted a law thatlaws which make compliance challenging. For example, since the CCPA went into force on October 1, 2019 and was amended and expanded in 2021 that requires companies to honor consumers’ requests to no longer sell their data. Violators may be subject to injunctions and civil penalties. Further, similareffect, laws have passedgoverning the processing of personal information, including for marketing purposes, took effect in Virginia, Colorado, Connecticut, and Utah, and have been passed or proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging.

Outside the United States, personal data and other user data is increasingly subject to legislation and regulationsregulation in numerous jurisdictions aroundin which we operate, and the world, the intent of which is to protect the privacy of information that is collected, processed and transmitted in or from the governing jurisdiction. Foreign data protection, privacy, information security, user protection and other laws and regulations are oftenrequirements can be more restrictive and rigorous than those in the United States. In particular, the European Union and the European Economic Area (EEA) and their member states traditionally have taken broad views as to types of data thatwe are subject to privacy and data protection laws and regulations and have imposed greater legal obligations on companies in this regard. In the EEA, we are subject toEurope 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 applies to any company established in the EEA as well as to those outside the EEA if they collect and use personal data in connection with the offering of goods or services to individuals in the EEA or the monitoring of their behavior. The GDPR enhancesimpose stringent data protection obligations for processors and controllers of personal data including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements and onerous new obligations on services providers.

In addition, some countrieswe are consideringsubject to other laws, regulations and requirements regarding the protection, security or have passed legislation implementingprocessing of personal data, protectionincluding the cross-border transfer of personal data or requirements or requiringfor local storage and processing of data, or similar requirements that could increase the costincluding in Australia, Brazil and complexity of delivering our services. For example, on September 18, 2020, Brazil enacted a data protection law that imposes strict obligations related to data processing that are similar to those in the GDPR. The penalties for non-compliance with this law became applicable on August 1, 2021 and allow for, among other corrective measures, fines of up to R$50 million per violation. The GDPR and otherIndia. Other changes in laws, or regulations and other requirements associated with the enhanced protection of certain types of personal data, such as healthcareconsumer health data or other sensitive information, could greatly increase ourthe 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.

Recent legal developments in Europe have created complexity and uncertainty regardingThe GDPR regulates cross-border transfers of personal data fromout of the EEAEuropean Economic Area (EEA) and the United Kingdom to the United States. For example, on July 16, 2020,UK. Case law from the Court of Justice of the European Union (CJEU) invalidated the EU-US Privacy Shield Framework (Privacy Shield) under which personal data could be

In addition, the EU Commission has proposed a new ePrivacy Regulation that would address various matters,We and our third-party providers are also subject to evolving laws, including provisions specifically aimed at the use ofin Europe, relating to cookies, to identify an individual’s online behavior,tracking technologies and any such ePrivacy Regulation may provide for new compliance obligations and significant penalties. While the text of the ePrivacy Regulation is still under development, recent European courte-marketing. Recent litigation, decisions and regulators’ recent 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. For example, in December 2022, the CNIL fined Microsoft EUR 60 million for cookie consent violations. Further, in December 2022, the Irish data protection authority fined Meta EUR 210 million and Instagram EUR 180 million for unlawful behavioral advertising activities, including the failure to have a legitimate legal basis for processing and failure to provide sufficient transparency in processing. Any of these changes to European data protection lawlaws relating to cookies, tracking technologies and e-marketing or itsthe 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.

The interpretation and application of many privacy, and data protection, consumer protection and e-marketing laws are, and will likely remain, uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features. If so,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 addition to the possibilitya 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, we could be requiredor require us to fundamentally change our business activities and practices or modify our products, any of which could harm our business.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. Any inability to adequately address privacy, data protectionus, and data security concerns or complycomplying with applicable privacy, data protection or data security laws, regulations, policies and other obligationssuch regulatory standards could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.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 significant datacybersecurity 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 abovebelow titled “Data“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 security breachesother cybersecurity incidents, we could harmexperience a loss of creators or consumers, exposure to liability, or an adverse impact on our business, reputation, brand, andbusiness, financial condition or results of operations” for information regarding the Ticketfly cyber incident.. 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.

WeAs an online platform, we rely heavily on Internet search engines, such as Google, to generate trafficcomputer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our websites, principally through freebusiness. Despite the implementation of security measures, we and our third-party providers are vulnerable to power outages, telecommunications failures, interruptions or organic searches. Search engines frequently update and change the logic that determines the placement 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 rankingshutdowns of our websites or those of our partners, our business, results of operationsplatform and financial condition would be harmed. Furthermore, our failure to successfully manage our search engine optimization could result in a substantial decrease in traffic to our websites,catastrophic events, as well as increased costs if we were to replace free traffic with paid traffic, which may harmcybersecurity risks that threaten the confidentiality, integrity and availability of our business, results of operations and financial condition.

Cyber attacks and our user growth could be harmed.

As we continue to grow our business, expand to new geographical locations, and gain greater public visibility, we may continue to face a higher risk of being targeted by cyber attacks. As a result of our (and some of our providers’) transition to a primarily remote workforce, we may face increased cybersecurity risks due to our reliance on internetInternet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminalsthreat actors to exploit vulnerabilities. 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. In addition to unauthorized access to or acquisition of confidential information (including personal data, confidential information, intellectual property or other sensitive information, suchinformation), attacks against us or our third party providers could include the deployment of harmfulmalicious or destructive code, malware andor ransomware, and may use a variety of methods, including denial-of-service attacks, social engineeringengineering/phishing and other means, to attain such unauthorized access or acquisition or otherwise affect service reliability and threaten the confidentiality,availability, integrity and availabilityconfidentiality of information.our information systems and information stored thereon. For example, we have experienced in the past, and could experience in the future, credential stuffing attacks in which malicious third parties used or attempted to use credentials compromised in data breaches suffered by other companies to access accounts on our platform. 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 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 user 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 data securitycybersecurity incidents. In addition, misplaced,Misplaced, stolen or compromised mobile devices used at

In addition, our platform involves the storage and transmission of personal information of users of our platformcreators and consumers in our facilities and on our third-party equipment, networkscomputer systems, hardware, software, technology infrastructure and internal or third-party systems. Security breaches couldonline sites and networks. Cybersecurity incidents expose us to litigation, remediation costs, increased costs for security measures, loss of revenue, damage to our reputation and potential liability. User dataInformation 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 data or data ofinformation systems and confidential information, including information relating to our creators and attendees.consumers. Additionally, outside parties may attempt to fraudulently induce employees, creators or attendeesconsumers to disclose sensitive information in order to gain access to creator or attendeeconsumer data. We must continuously examine and modify our security controls and business policies to address the use of new devices and technologies, and the increasing focus by usersconsumers and regulators on controlling and protecting userpersonal data. We may need to expend significant resources to protect against and remedy any potential security breachescybersecurity incidents and their consequences.consequences, including making notifications to governmental authorities and affected individuals. For example, laws in the EU and UK and all 50 U.S. states may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach. Any security breachcybersecurity 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 operationsoperations.

As any investigation of a cybersecurity incident is inherently unpredictable, the extent of a particular cybersecurity incident and financial condition.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

While we have a cybersecurity risk management program and have implemented security measurespolicies and controls intended to protect our information technology systems, infrastructure and infrastructure,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 furtherhardware 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 or disclosed.

Although it is difficult to determine what harm may directly result from any specific interruption or breach,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 attendeesconsumers may harm our reputation and our ability to retain existing creators and attendeesconsumers and attract new creators and attendees.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 data may include:our information systems or information include, but are not limited to the following:

If an actual or perceived breach of our security or other cybersecurity incident occurs, the market perception of the effectiveness of our securitycybersecurity risk management program and measures could be harmed, we could lose existing or future creators and attendees or we couldconsumers, face lawsuits (including class actions), regulatory investigations orand enforcement actions, other legal or regulatory proceedings, and we coulddamage to our reputation, suffer financial exposure due to such events or in connection with regulatory

We have experienced,incorporated a number of third-party generative AI features into our products. This technology, which is a new and willemerging technology that is in its early stages of commercial use, presents a number of risks inherent in its use. AI 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 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

Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to experience, chargebacks relatedattract and retain additional highly qualified personnel. Our future success depends on our continuing ability to postponedidentify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization. Each of our employees could terminate his or cancelled eventsher 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 claims from attendees that creatorscould 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 not performed their obligations or that events did not match their descriptions. These claims could arise from creator fraud or misuse, an unintentional failurehad difficulty quickly filling certain open positions in the past, and we expect to have significant future hiring needs. We face significant competition for personnel, specifically for engineers experienced in designing and developing cloud-based platform products.

Many of the event,companies with which includes reschedules, indefinite postponementswe compete for experienced personnel have greater resources than we have, and cancellations, or from fraudulent claims by an attendee.

We rely on third-party providers to support our payments system. Over 90% of revenue on our platform is associated withOur payments processed through our internal payment processing capabilities, called EPP. EPP uses a combination of multiple external vendors to provide a single, seamless payments option for creators and attendees. In 2023, we plan to begin onboarding and facilitating payouts for creators through Stripe, Inc. in certain geographies as part of our EPP offering. Beyond EPP, the remainder of creators’ paid ticket sales are processed through linked, creator-owned, third-party accounts, including PayPal and Authorize.net, which we call Facilitated Payment Processing (FPP). We plan to transition creators to EPP and consider discontinuing FPP in the near- to medium-term (except in global markets where we do not support EPP). While we do not believe transitioning creators to EPP will have a material impact on creators' or consumers' user experience, it is possible that creators currently using FPP will choose to leave our platform rather than transition to EPP, which would harm our business, results of operations and financial condition.

We must also continually integrate various payment methods used both within the United States and internationally into EPP,our payments system, including new features such as Apple Pay, Google Pay, and “buy now, pay later” functionality provided by

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 an attendee’sa 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.

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:

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.

Components of our platform include various types of software and services licensed from unaffiliated third parties. Our business would be disrupted if any of the software or services we license from others or functional equivalents thereof were either no longer available to certain creators whenus or no longer offered on commercially reasonable terms. In either case, we would be required to either redesign our platform to function with software or services available from other parties or develop these components ourselves, which would result in increased costs and could result in delays in the release of new solutions and services on our platform. 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.

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 contractually obligatedunable to enforce our rights or if we do so. Wenot 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.

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 past,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.

There is considerable patent and other intellectual property development activity in our industry. Our success depends on our not infringing upon the intellectual property rights of others. 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 pay recoupable advancesclaim that our products or technologies may infringe their intellectual property rights and may assert patent, copyright, trade secret and other claims based on intellectual property rights against us and our creators and vendors. 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:

Our platform uses payment services for ticket purchases and to make payments to certainevent organizers. We accept payments using a variety of methods, including credit and debit cards. As we offer new payment options to our creators when entering into exclusive ticketing orand consumers, we may be subject to additional rules, regulations, compliance requirements and higher fraud losses.

We rely upon third-party payment services agreements.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 arrangementsservice providers do not perform asadequately 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.

Under current credit, debit and payment card practices and network rules, we expectare 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 scheduled events are cancelled,use of fraudulent payments on our business,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.

Global laws and regulations that govern payment methods and processing are complex, and we may be harmed.

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 circumstancesUnited 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.

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 contracts with certain creators when such creators have missed contractual minimumsNOLs could expire or otherwise be unavailable to qualifyoffset future income tax liabilities, including for upfront payments, when such creators have experienced material adverse changesstate tax purposes. For these reasons, we may not be able to their business or operations, or as partutilize some portion of contract renewal or restructuring discussions. We are continuing to evaluate our practices on upfront payments, and we do not know when, orNOLs even if we will expand the circumstances under which we offer upfront payments to new or renewing creatorsattain profitability.

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, these payments were being amortized2022. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a weighted-average remaining lifereasonable possibility that a material misstatement of 3.6 yearsthe annual or interim financial statements will not be prevented or detected on a straight-linetimely 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.

Creator advances, net,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 noncurrent balances, were $0.7 millionthe quarterly periods therein, as of and $0.9 millionfor 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, 20222023, 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 December 31, 2021, respectively. We pay these advances basedprocedures 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

As of December 31, 2022,2023, we had cash and cash equivalents of $539.3$489.2 million, of which $309.3$259.2 million was cash held on behalf of and due to our creators. Our net revenue for the year ended December 31, 2020 was $106.0 million, a decrease of $220.8 million from the year ended December 31, 2019. Our net revenues were $260.9$326.1 million and $187.1$260.9 million for the year ended December 31, 20222023 and 2021,2022, respectively, and the net cash provided by operating activities was $8.6$19.0 million and $85.8$8.6 million for the year ended December 31, 20222023 and 2021,2022, 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:

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.

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), 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.”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:

Our inability to do any of the foregoing could reduce our ability to compete successfully and could have an adverse effect on our business.business, financial condition and results of operations.

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,

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.

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 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 have 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 expect to 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

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.

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.

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.

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 indentureindentures 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

Prior to our initial public offering, there was no public market for shares of our Class A common stock. The market prices of the securities of other newly publictechnology companies have historically 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:

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many technology companies’ stock prices. Often, their stock prices have fluctuated in ways unrelated or disproportionate to the companies’ operating performance. 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. The COVID-19 pandemicCertain macroeconomic factors and other 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. See the risk factor above titled “Unfavorable outcomes in legal proceedings may harm our business and results of operations.”

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 may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the

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, 2022,2023, our directors, executive officers and stockholders holding more than 5% of our outstanding shares, and their affiliates, beneficially owned in the aggregate a very largesubstantial 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.

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

Our paid ticket volume for events outside of the United States represented 39%40%, 35%39% and 39%35% for the years ended December 31, 2023, 2022 2021 and 2020,2021, 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 and in evaluating acquisition opportunities.

We calculate Adjusted EBITDA as net loss adjusted to exclude depreciation and amortization, stock-based compensation expense, interest income, interest expense, loss on debt extinguishment, direct and indirect acquisitions related costs, employer taxes related to employee equity transactions, other income (expense), net, which consisted of interest income, foreign exchange rate gains and losses and changes in fair value of term loan embedded derivatives, and income tax provision (benefit). Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.

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.

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, 20212022 and 2020,2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 20212022 Annual Report on Form 10-K filed with the SEC on February 18, 2022.28, 2023. The following tables set forth our consolidated results of operations data and such data as a percentage of net revenue for the periods presented:

Net Revenue

We currently generate revenues primarily from service fees and payment processing fees from the sale of paid tickets on our platform. We also derive a smaller portion of revenues from marketing services comprised of Eventbrite Boost, our suite of marketing tools, and Eventbrite Ads, our promoted listings feature, which help creators drive audience growth and increase reach to attendees. Our ticketing fee structure typically consists of a flat fee and a percentage of the price of each ticket sold by a creator. Revenue is recognized when control of promised goods or services is transferred to the creator, which is when the ticket is sold for service fees and payment processing fees. We also derive a portion of revenues from fees associated with advertising and other marketplace services for creators to publish and promote events. In the second quarter of 2023, we launched new pricing plans and subscription packages, which may include an organizer fee to creators in order to publish an event on the Eventbrite marketplace. 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.

The increase in net revenue during 20222023 compared to 20212022 was primarily driven by an increase in revenue from service fees and payment processing fees attributed to the growth in our paid ticket volume, which increased by 19.6and related pricing increases implemented since January 2023 to reflect enhanced product features.

Revenue from marketplace activities included $8.1 million or 29%.from the launch of organizer fees in June 2023, with expansion to existing Eventbrite creators continuing throughout the six months ended December 31, 2023. Additionally, there was a decrease in refunds reserves of $2.4 million during the year ended December 31, 2022. This was attributable to lower cancellations and a decline in refund activity compared to 2021. The remainder of the increase in net revenue during 2022 consisted of a $1.6 million decrease in amortization of creator signing fees and $1.3$5.6 million increase in revenue from marketing services.advertising services during year ended December 31, 2023, compared to December 31, 2022.

Net revenue per paid ticket was $3.00$3.49 in the year ended December 31, 20222023 compared to $2.78$3.00 in 2021.2022. The increase in net revenue per paid ticket during the year was primarily driven by the increase in our average ticket price and lower refunds per paid ticket reflecting a reduced impact of COVID-related event cancellations.pricing increases implemented since January 2023.

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

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. As our total net revenue increases or decreases and our fixed costs are unaffected, our cost of net revenue as a percentage of net revenue will similarly fluctuate.

The increase in cost of net revenue during the year ended December 31, 20222023 compared to 20212022 was primarily due to an increase of $20.7 million in payment processing costs associated with the increase in paid ticket volumesales volume.

Additionally, during the year ended December 31, 2023 we incurred restructuring related costs of which $2.0 million was included in cost of net revenue. This consisted of $1.6 million in severance and an increaseother employee termination benefits and $0.4 million in website hosting feeslease abandonment and related costs. For information on the costs associated with the restructuring, see Note 1 - Overview and Basis of $1.8 million, partially offset by a $2.2 million decreasePresentation in amortization of capitalized internal-use software development costs.the notes to the consolidated financial statements.

Our gross margin improved during the year ended December 31, 20222023 compared to 20212022 primarily due to revenue growth from marketplace and advertising revenue, as well as improved fixed cost absorption as ticket volume and revenue increased.

Operating Expenses

Operating expenses consist of product development, sales, marketing and support and general and administrative expenses. Direct and indirect personnel costs, including stock-based compensation expense, are the most significant recurring component of operating expenses.

Product development.

Product 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. Over the long term, we anticipate our product development expenses will decrease as a percentage of net revenue, as weWe expect our revenue to grow at a faster pace compared to product development expenses and as we plan to continue to expand our development staff in lower cost markets.

The increase in product development costs during 20222023 compared to 20212022 was primarily driven by $19.1a $8.0 million employee-related costs, of which $3.2 million related to increased stock-based compensation. The increase in employee-related costs, wasincluding stock-based compensation, due to headcount growth in our product development and engineering organization as we continue to focus our investment in building technology products onthe functionality, scalability and security of our platform.

Sales, marketing and support expenses consist primarily of costs associated with our employees involved in selling and marketing our products and in public relations and communication activities, in addition to marketing programs spend. For our sales teams, this also includes commissions. Sales, marketing and support expenses are driven by investments to grow and retain creators and attendees on our platform and improve the customer experience. Additionally, we classify certain creator-related expenses, such as refunds of the ticket price paid by us on behalf of a creator and reserves for estimated advance payout losses, as sales, marketing and support expenses.

The increase in sales, marketing and support expenses during 20222023 compared to 2021 consisted of increases of $6.72022 was primarily driven by a $11.0 million employee-related costs of which $2.7increase in marketing spend associated with our consumer marketing campaigns, search engine marketing, and advertising. Additionally, there was a $6.3 million increase in employee compensation related to increasedexpenses, including stock-based compensation, primarily due to headcount growth. Additionally, wecompensation. We recorded a $7.0$4.4 million release to our chargebacks and refunds reserve decrease during the year ended December 31, 2022,2023, compared to a $10.0$7.0 million decreaserelease recorded in 2021,2022, due to the continued resolution of our advanced payout exposure, which resulted in a $3.0$2.6 million increase in our expense driven byexpense.

Additionally, there was $2.6 million in restructuring related costs recorded as sales, marketing, and support, consisting of $1.5 million in severance and other employee termination benefits and $1.1 million in lease abandonment and related costs. For information on the advance payout reserve. The further reduction in advance payout reserve is attributed to continued improvementscosts associated with the restructuring, see Note 1 - Overview and Basis of Presentation in the overall COVID-19 situation andnotes to the lower than anticipated losses since the start of the pandemic. The remaining increase was attributable to expenses for marketing our product and building brand awareness.consolidated financial statements.

The decreaseincrease in general and administrative expenses during 20222023 compared to 2021 consisted2022 was primarily driven by restructuring related costs of $4.9 million, consisting of $3.3 million in severance and other employee termination benefits and $1.6 million in lease abandonment and related costs. 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. Additional increases were driven by a $6.6$1.8 million decreaseincrease in employee compensation related expenses, including stock-based compensation and a $1.7 million increase related to the release of our creator upfront reserves, attributablereserve compared to improvements since the startprior year.

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

Interest expense remained relatively consistent for the year ended December 31, 2021 also included cash interest expense, payment in kind interest expense and amortization of debt discount and issuance costs on our term loan under the May 2020 credit agreement, which was terminated on March 11, 2021.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income and foreign exchange rate remeasurement gains and losses recorded from consolidating our subsidiaries each period-end. The primary driver of our other income (expense), net is fluctuation in the value of the U.S. dollar against the local currencies of our foreign subsidiaries.

The increase in other income during 20222023 compared to 20212022 was driven by a $6.4$5.8 million increasedecrease in interestforeign currency rate remeasurement loss fluctuations, offset by a $1.8 million decrease in other income primarily due to rising interest rates in 2022. Additionally, there was a $2.7 million increase related to thea COVID-19 employee retention credit recorded during the year ended December 31, 2022, which is a refundable credit against certain employment taxes incurred during COVID-19 for companies that meet certain requirements. The credit recorded in 2022 reflects the total amount the Company expects to recover for eligible expenses. See Note 2 "Employee Retention Credit". This was offset by a $2.7 million decrease due to foreign currency rate remeasurement fluctuations. We recognized foreign currency rate remeasurement losses during the year ended December 31, 2022, as a result of the strengthening of the U.S. dollar compared to the currencies with which we operate and process transactions.

Income Tax Provision (Benefit)

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.

The provision for income taxes decreasedincreased by $1.3$1.9 million in 20222023 compared to 20212022 and was primarily attributable to insignificant non-routine tax benefitsyear-over-year business growth and changes in our year-over-year jurisdictional mix of taxable earnings.earnings mix.