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目錄

美國

證券交易委員會

華盛頓特區20549

____________________________________________________________________________

表格 10-Q

____________________________________________________________________________

☒			根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束日期的財務報告2024年9月30日

or

☐			根據1934年證券交易法第13或15(d)節的轉型報告書

過渡期從_____到_____

委託文件編號：001-39866001-38658

_______________________________________________________________________________

EVENTBRITE, INC.

(根據其章程規定的註冊人準確名稱)

________________________________________________________________________________

特拉華州			14-1888467
（國家或其他管轄區的 公司成立或組織）			（IRS僱主 唯一識別號碼）
95 Third Street, 2樓 （主要營業地址，包括郵政編碼）, 加利福尼亞州 94103 （總部地址）（郵政編碼） (415) 692-7779 （註冊人的電話號碼，包括區號） 不適用 （前名稱、地址及財政年度，如果自上次報告以來有更改）

在法案第12(b)條的規定下注冊的證券：

每一類的名稱			交易標的			在其上註冊的交易所的名稱
超A類普通股，面值0.00001美元			EB			紐約證券交易所有限責任公司

_________________________________________________________________

請勾選以下內容。申報人是否（1）在過去12個月內（或申報人需要報告這些報告的時間較短的期間內）已提交證券交易法規定的第13或15（d）條要求提交的所有報告；以及（2）過去90天內已被要求提交此類報告。    Yes  ☒    否  ☐

請勾選以下內容。申報人是否已在過去12個月內（或申報人需要提交此類文件的時間較短的期間內）逐個以電子方式提交了根據規則405提交的互動數據文件。這章的交易中規定。    Yes  ☒    否  ☐

請在以下選項前打勾表示公司屬於大型快速記錄者、快速記錄者、非快速記錄者、小額報告公司還是新興增長公司。可參考《交易所法規》規則120億.2中對「大型快速記錄者」、「快速記錄者」、「小額報告公司」和「新興增長公司」的定義。

大型加速報告人			☒			加速文件申報人			☐
非加速文件提交人			☐			更小的報告公司			☐
						新興成長公司			☐

如果是新興增長公司，請勾選選擇，說明註冊者已選擇不使用交易所法案第13(a)條規定的任何新的或修訂後的財務會計準則的過渡期。☐

請勾選表示註冊人是否爲殼公司（如《證券交易法》12b-2規定所述）。是 ☐ 否 ☐☒

截至2024年10月31日， 81,233,850 Registrant的A類普通股股份爲________股。 15,647,029 Registrant的b類普通股股份爲________股。

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目錄

EVENTBRITE, INC.

目錄

有關前瞻性聲明的特別說明						1
第一部分 財務信息
項目1。			未經審計的簡明合併財務報表。			2
			簡明合併資產負債表			2
			簡明合併利潤表			3
			簡明綜合股東權益表			4
			基本報表			6
			簡明聯合財務報表附註(未經審計)			8
事項二			分銷計劃			22
第3項。			有關市場風險的定量和定性披露			31
事項4。			控制和程序			31
第二部分.其他信息
項目1。			法律訴訟			32
項目1A。			風險因素			32
事項二			未註冊的股權證券銷售，款項使用以及發行人購買的股權			34
第3項。			對優先證券的違約			34
事項4。			礦山安全披露			34
項目5。			其他信息			34
項目6。			展示資料			35
簽名						36

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目錄

有關前瞻性聲明之特別說明

本季度表格10-Q的這份季度報告中包含根據1933年證券法修正案（證券法）第27A條和1934年證券交易法修正案（證券交易法）第21E條的前瞻性陳述，涉及重大風險和不確定性。前瞻性陳述通常涉及未來事件或我們未來的財務或經營績效。在某些情況下，您可以通過這些詞語識別前瞻性陳述，因爲它們包含"可能"，"將"，"似乎"，"應"，"應該"，"預期"，"計劃"，"預測"，"可能繼續"，"打算"，"目標"，"方案"，"考慮"，"相信"，"估計"，"預測"，"潛力"或"繼續"等詞語，或這些詞語的否定形式或其他類似涉及我們期望、策略、計劃或意圖的術語或表達方式。本季度報告10-Q中包含的前瞻性陳述包括但不限於與我們未來財務或運營結果有關的聲明；我們可轉換票據（如下所定義）；我們未來的財務績效，包括我們的營業收入、營業成本和營業費用；我們預期的增長和增長策略；我們的預付計劃；我們的現金、現金等價物和投資與滿足我們流動性需求的充足性；我們成功捍衛針對我們提起的訴訟的能力，以及任何當前訴訟對我們的業務、財務狀況、經營成果或流動性可能產生的影響。

這些前瞻性聲明中描述的事件結果取決於已知和未知的風險、不確定性和其他因素，包括《風險因素》部分和我們截至2023年12月31日的年度報告以及這份關於第10-Q表格的季度報告中描述的內容。我們提醒您，上述列表可能並未包含10-Q表格中所有前瞻性聲明。您不應將前瞻性聲明作爲未來事件的預測。

所有前瞻性聲明均基於公司在此Form 10-Q季度報告編制時所掌握的信息和估計，不代表未來業績的保證。我們不承擔更新此Form 10-Q季度報告中所做的任何前瞻性聲明的義務，以反映此Form 10-Q季度報告發布日期之後發生的事件或情況，或反映新信息或意外事件的發生，除非法律要求。

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目錄

第一部分財務信息

未經審計的簡明合併財務報表

eventbrite公司
簡明合併資產負債表
(單位：千美元，除每股面值及股票數據外) (未經審計)
			2024年9月30日						2023年12月31日
資產
流動資產
現金及現金等價物			$	530,957					$	489,200
所有基金類型應收款項			30,190						48,773
已攤銷成本短期投資			24,665						153,746
應收賬款淨額			3,224						2,814
創作者簽約費用淨額			4,399						634
創作者預付款淨額			6,157						2,804
預付費用和其他流動資產			11,692						13,880
流動資產合計			611,284						711,851
創建者簽署費淨額，非流動資產			3,924						1,303
資產和設備，淨值			13,549						9,384
經營租賃權使用資產			950						177
商譽			174,388						174,388
已取得無形資產，淨額			7,017						13,314
其他			6,261						2,913
總資產			$	817,373					$	913,330
負債和股東權益
流動負債
應付賬款，創作者			$	355,074					$	303,436
應付賬款，交易			1,127						1,821
退款儲備			9,057						8,088
應計薪酬和福利			5,506						17,522
應計稅收			5,243						8,796
營運租賃負債			2,010						1,523
其他應計負債			13,542						16,425
總流動負債			391,559						357,611
應計稅款（長期）			4,546						4,526
非流動營業租賃負債			956						1,768
長期債務			240,395						357,668
其他負債			79						—
總負債			637,535						721,573
承諾和或有事項（第17注）
股東權益
優先股，$0.00010.00001每股面值; 100,000,000 no 2024年9月30日和2023年12月31日股份發行或已發行			—						—
普通股，每股面值爲 $0.0001；0.00001每股面值; 1,100,000,000 96,399,619 截至2024年9月30日，已發行並流通的股份數量爲 101,276,416 截至2023年12月31日，已發行並流通股數爲。			1						1
額外實收資本			1,041,894						1,007,190
即期收購庫藏股；截至2022年9月25日，共計157,773股，截至2022年6月26日，共計157,087股。7,243,283 2024年9月30日普通股份 no截至2023年12月31日，持有的股票爲32,663股，而；			(39,428)						—
累積赤字			(822,629)						(815,434)
總股東權益			179,838						191,757
總負債和股東權益			$	817,373					$	913,330
(請參閱附註以未經審計的簡明綜合財務報表)

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EVENTBRITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Net revenue			$	77,801					$	81,544					$	248,604					$	238,370
Cost of net revenue			24,543						25,867						74,186						76,865
Gross profit			53,258						55,677						174,418						161,505
Operating expenses
Product development			22,586						23,041						75,327						73,091
Sales, marketing and support			23,694						21,063						69,084						53,802
General and administrative			15,930						23,137						52,983						66,681
Total operating expenses			62,210						67,241						197,394						193,574
Loss from operations			(8,952)						(11,564)						(22,976)						(32,069)
Interest income			6,056						7,569						20,845						19,948
Interest expense			(2,084)						(2,821)						(7,690)						(8,359)
Other income (expense), net			1,420						(2,357)						3,892						(3,230)
Loss before income taxes			(3,560)						(9,173)						(5,929)						(23,710)
Income tax provision			208						762						1,266						1,832
Net loss			$	(3,768)					$	(9,935)					$	(7,195)					$	(25,542)
Net loss per share, basic and diluted			$	(0.04)					$	(0.10)					$	(0.08)					$	(0.26)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted			96,498						100,540						95,571						100,030

(See accompanying Notes to Unaudited Condensed Consolidated Financial Statements)

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EVENTBRITE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)

			Common Stock-Class A												Common Stock-Class B												Treasury Stock												Additional Paid-In Capital						Accumulated Deficit						Total Stockholders’ Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance at December 31, 2023			85,614,983						$	1					15,661,433						$	—					—						$	—					$	1,007,190					$	(815,434)					$	191,757
Issuance of restricted stock awards			9,665						—						—						—						—						—						—						—						—
Issuance of common stock for settlement of RSUs			887,751						—						—						—						—						—						—						—						—
Shares withheld related to net share settlement			(305,537)						—						—						—						—						—						(2,612)						—						(2,612)
Repurchase of common stock			(2,652,174)						—						—						—						2,652,174						(15,055)						—						—						(15,055)
Stock-based compensation			—						—						—						—						—						—						14,523						—						14,523
Net loss			—						—						—						—						—						—						—						(4,490)						(4,490)
Balance at March 31, 2024			83,554,688						$	1					15,661,433						$	—					2,652,174						$	(15,055)					$	1,019,101					$	(819,924)					$	184,123
Issuance of restricted stock awards			11,754						—						—						—						—						—						—						—						—
Issuance of common stock for settlement of RSUs			1,836,278						—						—						—						—						—						—						—						—
Shares withheld related to net share settlement			(604,997)						—						—						—						—						—						(3,164)						—						(3,164)
Issuance of common stock for 2018 Employee Stock Purchase Plan (ESPP) Purchase			107,266						—						—						—						—						—						454						—						454
Repurchase of common stock			(4,135,795)						—						—						—						4,135,795						(22,129)						—						—						(22,129)
Stock-based compensation			—						—						—						—						—						—						15,814						—						15,814
Net income			—						—						—						—						—						—						—						1,063						1,063
Balance at June 30, 2024			80,769,194						$	1					15,661,433						$	—					6,787,969						$	(37,184)					$	1,032,205					$	(818,861)					$	176,161
Issuance of restricted stock awards			13,867						—						—						—						—						—						—						—						—
Issuance of common stock for settlement of RSUs			638,242						—						—						—						—						—						—						—						—
Shares withheld related to net share settlement			(227,803)						—						—						—						—						—						(1,061)						—						(1,061)
Conversion of Class B common stock to Class A common stock			13,004						—						(13,004)						—						—						—						—						—						—
Repurchase of common stock			(455,314)						—						—						—						455,314						(2,244)						—						—						(2,244)
Stock-based compensation			—						—						—						—						—						—						10,750						—						10,750
Net loss			—						—						—						—						—						—						—						(3,768)						(3,768)
Balance at September 30, 2024			80,751,190						$	1					15,648,429						$	—					7,243,283						$	(39,428)					$	1,041,894					$	(822,629)					$	179,838

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			Common Stock-Class A												Common Stock-Class B												Treasury Stock												Additional Paid-In Capital						Accumulated Deficit						Total Stockholders’ Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance at December 31, 2022			81,529,265						$	1					17,640,167						$	—					—						$	—					$	955,509					$	(788,955)					$	166,555
Issuance of common stock upon exercise of stock options			77,378						—						—						—						—						—						463						—						463
Issuance of restricted stock awards			10,375						—						—						—						—						—						—						—						—
Issuance of common stock for settlement of RSUs			551,060						—						—						—						—						—						—						—						—
Shares withheld related to net share settlement			(193,445)						—						—						—						—						—						(1,822)						—						(1,822)
Stock-based compensation			—						—						—						—						—						—						12,365						—						12,365
Net loss			—						—						—						—						—						—						—						(12,686)						(12,686)
Balance at March 31, 2023			81,974,633						$	1					17,640,167						$	—					—						$	—					$	966,515					$	(801,641)					$	164,875
Issuance of common stock upon exercise of stock options			46,035						—						—						—						—						—						285						—						285
Issuance of restricted stock awards			1,964						—						—						—						—						—						—						—						—
Issuance of common stock for settlement of RSUs			609,839						—						—						—						—						—						—						—						—
Shares withheld related to net share settlement			(199,245)						—						—						—						—						—						(1,379)						—						(1,379)
Issuance of common stock for 2018 Employee Stock Purchase Plan (ESPP) Purchase			91,827						—						—						—						—						—						567						—						567
Stock-based compensation			—						—						—						—						—						—						14,987						—						14,987
Net loss			—						—						—						—						—						—						—						(2,921)						(2,921)
Balance at June 30, 2023			82,525,053						$	1					17,640,167						$	—					$	—					$	—					$	980,975					$	(804,562)					$	176,414
Issuance of common stock upon exercise of stock options			25,296						—						—						—						—						—						182						—						182
Issuance of restricted stock awards			13,261						—						—						—						—						—						—						—						—
Issuance of common stock for settlement of RSUs			623,096						—						—						—						—						—						—						—						—
Shares withheld related to net share settlement			(205,863)						—						—						—						—						—						(2,285)						—						(2,285)
Conversion of Class B common stock to Class A common stock			1,977,495						—						(1,977,495)						—						—						—						—						—						—
Stock-based compensation			—						—						—						—						—						—						14,958						—						14,958
Net loss			—						—						—						—						—						—						—						(9,935)						(9,935)
Balance at September 30, 2023			84,958,338						$	1					15,662,672						$	—					$	—					$	—					$	993,830					$	(814,497)					$	179,334
(See accompanying Notes to Unaudited Condensed Consolidated Financial Statements)

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EVENTBRITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, Unaudited)
			Nine Months Ended September 30,
			2024						2023
Cash flows from operating activities
Net loss			$	(7,195)					$	(25,542)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			11,189						9,934
Stock-based compensation expense			39,484						41,161
Amortization of debt discount and issuance costs			1,512						1,557
Loss on debt extinguishment			315						—
Unrealized (gain) loss on foreign currency exchange			741						(103)
Accretion on short-term investments			(3,112)						(5,477)
Non-cash operating lease expenses			463						5,088
Amortization of creator signing fees			777						742
Changes related to creator advances, creator signing fees, and allowance for credit losses			(2,434)						(1,671)
Provision for chargebacks and refunds			21,015						9,549
Gain on litigation settlement			(3,927)						—
Other			796						1,464
Changes in operating assets and liabilities
Accounts receivable			(1,731)						(1,181)
Funds receivable			18,480						10,917
Creator signing fees and creator advances			(6,327)						44
Prepaid expenses and other assets			2,767						2,900
Accounts payable, creators			53,423						64,711
Accounts payable			(675)						328
Chargebacks and refunds reserve			(20,461)						(12,681)
Accrued compensation and benefits			(12,016)						4,198
Accrued taxes			(4,315)						(7,846)
Operating lease liabilities			(1,561)						(2,563)
Other accrued liabilities			(1,580)						6,271
Net cash provided by operating activities			85,628						101,800
Cash flows from investing activities
Purchases of short-term investments			(136,808)						(273,677)
Maturities of short-term investments			269,001						211,000
Purchases of property and equipment			(585)						(991)
Capitalized internal-use software development costs			(6,964)						(4,848)
Net cash provided by (used in) investing activities			124,644						(68,516)
Cash flows from financing activities
Principal repayment of debt obligations			(120,450)						—
Repurchase of common stock			(39,296)						—
Proceeds from exercise of stock options			—						930
Taxes paid related to net share settlement of equity awards			(6,837)						(5,486)
Proceeds from issuance of common stock under ESPP			454						567
Principal payments on finance lease obligations			—						(1)
Net cash used in financing activities			(166,129)						(3,990)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(2,386)						(925)
Net increase in cash, cash equivalents and restricted cash			41,757						28,369
Cash, cash equivalents and restricted cash
Beginning of period			489,200						540,174
End of period			$	530,957					$	568,543

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EVENTBRITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, Unaudited)
			Nine Months Ended September 30,
			2024						2023
Supplemental cash flow data
Interest paid			$	5,346					$	5,336
Income taxes paid, net of refunds			1,229						517
Non-cash investing and financing activities
Operating lease right-of-use assets obtained in exchange for operating lease liabilities			$	1,112					—
Reduction of right-of-use assets due to modification or exit			$	—					$	3,917
(See accompanying Notes to Unaudited Condensed Consolidated Financial Statements)

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EVENTBRITE, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Overview and Basis of Presentation

Description of Business

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations and cash flows for the interim periods. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited consolidated financial statements as of that date. All intercompany transactions and balances have been eliminated. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Form 10-K).

Significant Accounting Policies

There have been no changes to the Company's significant accounting policies described in the 2023 Form 10-K that have had a material impact on the Company's unaudited condensed consolidated financial statements and related notes.

Use of Estimates

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

Comprehensive Loss

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

Segment Information

The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reportable segment.

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2. Restructuring

2024 Reduction in Force

On August 7, 2024, the board of directors of the Company approved a reduction in force designed to reduce operating costs and which resulted in the termination of approximately 11% of the Company’s workforce, or approximately 100 employees. The Company incurred $5.4 million in connection with the reduction in force during the three months ended September 30, 2024, which consisted of costs related to severance and other employee termination benefits. The actions associated with the reduction in force and the costs incurred were substantially complete as of the third quarter of 2024.

The following table is a summary of the reduction in force related costs for the three months ended September 30, 2024 (in thousands):

			Three Months Ended September 30, 2024
			Severance and other termination benefits						Computer equipment disposals						Total
Product development			3,424						—						3,424
Sales, marketing and support			535						—						535
General and administrative			1,395						63						1,458
Total			$	5,354					$	63					$	5,417

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

Balance as of January 1, 2024			$	—
Reduction in force related costs accrued			5,417
Cash payments			(4,409)
Non-cash applied			(63)
Balance as of September 30, 2024			$	945

2023 Restructuring

In February 2023, the board of directors of the Company approved a restructuring plan designed to reduce operating costs, drive efficiencies by consolidating development and support talent into regional hubs, and enable investment for potential long-term growth. As of September 30, 2024, the Company has substantially completed the 2023 restructuring plan.

The following table is a summary of the 2023 restructuring related costs for the three and nine months ended September 30, 2023 (in thousands):

			Three Months Ended September 30, 2023																		Nine Months Ended September 30, 2023
			Severance and other termination benefits						Lease abandonment and related charges						Total						Severance and other termination benefits						Lease abandonment and related charges						Total
Cost of net revenue			$	237					$	—					$	237					$	1,259					$	426					$	1,685
Product development			140						—						$	140					5,385						1,346						6,731
Sales, marketing and support			94						—						$	94					1,406						1,041						2,447
General and administrative			279						4						$	283					2,778						1,491						4,269
Total			$	750					$	4					$	754					$	10,828					$	4,304					$	15,132

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The following table is a summary of the changes in the 2023 restructuring related liabilities included within accrued compensation and benefits and other accrued liabilities on the condensed consolidated balance sheets (in thousands):

Balance as of January 1, 2023			$	—
Restructuring related costs accrued			16,294
Cash payments			(9,770)
Non-cash applied			(4,388)
Balance as of December 31, 2023			$	2,136
Restructuring related costs accrued			242
Cash payments			$	(2,378)
Balance as of September 30, 2024			$	—

3. Revenue Recognition

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

Ticketing Revenue

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

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

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

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

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

Advertising Revenue

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

Organizer Fee Revenue

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

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

4. Cash, Cash Equivalents and Restricted Cash

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

Cash and cash equivalents balances include the face value of tickets sold on behalf of creators and their share of service charges, which are to be remitted to the creators. Such balances were $327.6 million and $259.2 million as of September 30, 2024 and December 31, 2023, respectively. These ticketing proceeds are legally unrestricted, and the Company invests a portion of ticketing proceeds in U.S. Treasury bills with original maturities less than one year. These amounts due to creators are included in accounts payable, creators on the condensed consolidated balance sheets.

During 2023, the Company issued letters of credit relating to contracts entered into with other parties under lease agreements and other agreements which were collateralized with cash. This cash was classified as noncurrent restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):

			September 30, 2024						December 31, 2023						September 30, 2023
Cash and cash equivalents			$	530,957					$	489,200					$	567,646
Restricted cash			—						—						897
Total cash, cash equivalents and restricted cash			$	530,957					$	489,200					$	568,543

5. Short-term Investments

The Company invests certain of its excess cash in short-term debt instruments, which consist of U.S. Treasury bills with original maturities less than one year. All short-term investments are classified as held-to-maturity and are recorded and held at amortized cost. Investments are considered to be impaired when a decline in fair value is deemed to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, the carrying value of an instrument is adjusted to its fair value on a non-recurring basis. No such fair value impairment was recognized during the nine months ended September 30, 2024 or year ended December 31, 2023.

The following tables summarize the Company's financial instruments that were measured at fair value on a non-recurring basis (in thousands):

									September 30, 2024
Description			Classification						Amortized cost						Gross unrecognized holding gains						Gross unrecognized holdings losses						Aggregate fair value
Savings deposits			Cash equivalents						$	26,834					$	—					$	—					$	26,834
US Treasury securities			Cash equivalents						49,634						12						—						$	49,646
US Treasury securities			Short-term investments						24,665						10						—						24,675
									$	101,133					$	22					$	—					$	101,155

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

6. Funds Receivable

Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. For periods ending on a weekend or a bank holiday, the funds receivable balance will typically be higher than for periods ending on a weekday, as the Company settles payment processing activity on business days. The funds receivable balance includes the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such amounts were $27.5 million and $44.2 million as of September 30, 2024 and December 31, 2023, respectively.

7. Accounts Receivable, Net

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

			September 30, 2024						December 31, 2023
Accounts receivable, customers			$	4,144					$	3,524
Allowance for credit losses			(920)						(710)
Accounts receivable, net			$	3,224					$	2,814

8. Creator Signing Fees, Net

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

As of September 30, 2024, the balance of creator signing fees, net is being amortized over a weighted-average remaining contract life of 4.0 years on a straight-line basis. The write-offs and other adjustments for the nine months ended September 30, 2024 include a reserve release to reflect losses recovered from a litigation settlement in June 2024. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Balance, beginning of period			$	5,154					$	2,569					$	1,937					$	1,748
Creator signing fees paid			3,195						—						4,046						30
Amortization of creator signing fees			(375)						(275)						(777)						(742)
Write-offs and other adjustments			349						16						3,117						1,274
Balance, end of period			$	8,323					$	2,310					$	8,323					$	2,310

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Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands):

			September 30, 2024						December 31, 2023						September 30, 2023
Creator signing fees, net			$	4,399					$	634					$	913
Creator signing fees, net noncurrent			3,924						1,303						1,397
Total creator signing fees			$	8,323					$	1,937					$	2,310

9. Creator Advances, Net

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

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Balance, beginning of period			$	6,852					$	695					$	2,804					$	721
Creator advances paid			827						722						4,502						822
Creator advances recouped			(1,617)						(110)						(2,222)						(528)
Write-offs and other adjustments			95						357						1,073						649
Balance, end of period			$	6,157					$	1,664					$	6,157					$	1,664

10. Accounts Payable, Creators

Accounts payable, creators consists of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five business days subsequent to the completion of the related event. Creators may apply to receive a portion of these proceeds prior to completion of their events.

For qualified creators, the Company passes ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, the Company refers to these payments as advance payouts. When an advance payout is made, the Company reduces its cash and cash equivalents with a corresponding decrease to its accounts payable, creators. The advance payouts balance at the end of the period may fluctuate due to the timing of events and the creator's payout schedule. As of September 30, 2024 and December 31, 2023, advance payouts outstanding was $131.5 million and $115.3 million, respectively.

11. Chargebacks and Refunds Reserve

The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. When the Company provides advance payouts, it assumes risk that the event may be canceled, fraudulent or materially not as described, resulting in significant chargebacks and refund requests. See Note 10, “Accounts Payable, Creators.” If the creator is insolvent, has spent the proceeds of the ticket sales for event-related costs, has canceled the event, or has engaged in fraudulent activity, the Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. The Company records reserves for estimated advance payout losses as an operating expense classified within sales, marketing and support.

Reserves are recorded based on the Company's assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions, and actual chargeback and refund activity trends. The chargebacks and refunds reserve was $9.1 million and $8.1 million, which primarily includes reserve balances for estimated advance payout losses of $5.9 million and $6.0 million, as of September 30, 2024 and December 31, 2023, respectively.

The Company will adjust reserves in the future to reflect best estimates of future outcomes. The Company cannot predict the outcome of or estimate the possible recovery or range of recovery from these matters. It is possible that the reserve amount

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will not be sufficient and the Company's actual losses could be materially different from its current estimates.

12. Property and Equipment, Net

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

						September 30, 2024						December 31, 2023
Capitalized internal-use software development costs						$	71,182					$	62,615
Furniture and fixtures						179						179
Computers and computer equipment						3,935						3,617
Leasehold improvements						924						924
Property and equipment						76,220						67,335
Less: Accumulated depreciation and amortization						(62,671)						(57,951)
Property and equipment, net						$	13,549					$	9,384

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Depreciation expense			$	154					$	241					$	549					$	962
Amortization of capitalized internal-use software development costs			1,679						870						4,344						2,493

13. Leases

Operating Leases

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

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Operating lease costs			$	190					$	86					$	463					$	5,088
Sublease income			—						—						—						(104)
Total operating lease costs, net			$	190					$	86					$	463					$	4,984

As part of the 2023 restructuring plan, the Company closed certain offices in April 2023 to align with the geographic distribution of its employees, resulting in the acceleration of $3.9 million in amortization of right-of-use assets for the nine months ended September 30, 2023.

As of September 30, 2024, the Company's operating leases had a weighted-average remaining lease term of 1.5 years and a weighted-average discount rate of 4.6%.

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As of September 30, 2024, maturities of operating lease liabilities were as follows (in thousands):

			Operating Leases
The remainder of 2024			$	547
2025			2,142
2026			372
Total future operating lease payments			3,061
Less: Imputed interest			(95)
Total operating lease liabilities			$	2,966
Operating lease liabilities, current			$	2,010
Operating lease liabilities, noncurrent			956
Total operating lease liabilities			$	2,966

14. Goodwill and Acquired Intangible Assets, Net

The carrying amount of the Company's goodwill was $174.4 million as of September 30, 2024 and December 31, 2023. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances would more likely than not reduce the fair value of its single reporting unit below its carrying value. The Company did not record any goodwill impairment during the three or nine months ended September 30, 2024 and 2023.

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

			September 30, 2024																		December 31, 2023
			Cost						Accumulated Amortization						Net Book Value						Cost						Accumulated Amortization						Net Book Value
Developed technology			$	22,396					$	(22,299)					$	97					$	22,396					$	(21,679)					$	717
Customer relationships			74,884						(67,964)						6,920						74,884						(62,287)						12,597
Tradenames			1,350						(1,350)						—						1,350						(1,350)						—
Acquired intangible assets, net			$	98,630					$	(91,613)					$	7,017					$	98,630					$	(85,316)					$	13,314

The following table set forth the amortization expense recorded related to acquired intangible assets during the periods indicated (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Cost of net revenue			$	208					$	208					$	619					$	617
Sales, marketing and support			1,906						1,906						5,677						5,862
Total amortization of acquired intangible assets			$	2,114					$	2,114					$	6,296					$	6,479

As of September 30, 2024, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands):

The remainder of 2024			$	2,003
2025			5,014
Total expected future amortization expense			$	7,017

15. Fair Value Measurement

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

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input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

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

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

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

The Company’s cash equivalents, funds receivable, accounts receivable, accounts payable and other current liabilities approximate their fair value. All of the Company's financial assets and liabilities are Level 1, except for debt. See Note 16, “Debt,” for details regarding the fair value of the Company's 0.750% convertible senior notes due 2026 (the 2026 Notes) and 5.000% convertible senior notes due 2025 (the 2025 Notes, and together with the 2026 Notes, the Convertible Notes).

16. Debt

As of September 30, 2024 and December 31, 2023, the Convertible Notes classified as long-term debt consisted of the following (in thousands):

			September 30, 2024																		December 31, 2023
			2026 Notes						2025 Notes						Total						2026 Notes						2025 Notes						Total
Outstanding principal balance			$	212,750					$	30,000					$	242,750					$	212,750					$	150,000					$	362,750
Less: Debt issuance costs			(2,080)						(275)						(2,355)						(2,864)						(2,218)						(5,082)
Carrying amount, long-term debt			$	210,670					$	29,725					$	240,395					$	209,886					$	147,782					$	357,668

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Cash interest expense			$	1,628					$	2,274					$	6,176					$	6,801
Amortization of debt issuance costs			456						548						1,512						1,557
Total interest expense			$	2,084					$	2,822					$	7,688					$	8,358

The following table summarizes the Company's contractual obligation to settle commitments related to the Convertible Notes as of September 30, 2024 (in thousands):

			Payments due by Year
			Total						2024						2025						2026
2026 Notes			$	212,750					$	—					$	—					$	212,750
Interest obligations on 2026 Notes (1)			3,192						—						1,596						1,596
2025 Notes			30,000						—						30,000						—
Interest obligations on 2025 Notes (1)			2,250						750						1,500						—

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

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2025 and 2026 Notes

The effective interest rate of the 2026 Notes is 1.3%. The Company recorded cash interest of $1.2 million and amortization of debt issuance costs of $0.8 million related to the 2026 Notes during each of the nine months ended September 30, 2024 and September 30, 2023.

The effective interest rate of the 2025 Notes is 5.8%. The Company recorded cash interest of $5.0 million and $5.6 million, and amortization of debt issuance costs of $0.7 million and $0.8 million related to the 2025 Notes during the nine months ended September 30, 2024 and September 30, 2023, respectively.

The fair value of the 2026 Notes and 2025 Notes, which the Company has classified as Level 2 instruments, was $184.3 million and $29.6 million respectively, as of September 30, 2024. The fair value of the Convertible Notes is determined using observable market prices on the last business day of the period.

Note Repurchases

On August 21, 2024, the Company announced that it had entered into separate, privately negotiated repurchase transactions (collectively, the “Repurchases”) with certain holders of the Company’s outstanding 2025 Notes, pursuant to which the Company repurchased $120 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of $120.5 million, which included accrued and unpaid interest on such 2025 Notes. The Repurchases resulted in a $0.3 million loss on extinguishment in the third quarter of 2024.

Gains and losses on extinguishment are included within other income (expense), net on our condensed consolidated statements of operations and included as an adjustment to reconcile net loss to net cash provided by (used in) operating activities in our condensed consolidated statements of cash flows.

The Company had previously entered into capped call transactions with certain financial institutions in connection with the issuance of the 2025 Notes. All of these transactions remain in effect notwithstanding the Repurchases.

17. Commitments and Contingencies

The Company's principal commitments consist of obligations under the Convertible Notes (including principal and coupon interest); and operating leases for office space, as well as non-cancellable purchase commitments. See Note 16, "Debt" for contractual obligations to settle commitments relating to the Convertible Notes and Note 13, "Leases" for operating leases for office space.

Other than as described in Note 13 and Note 16, there were no material changes to the Company's contractual obligations from those disclosed in the 2023 Form 10-K.

Litigation and Loss Contingencies

In addition to the litigation discussed below, from time to time, the Company may become a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, breach of contract claims, tax and other matters. Future litigation may be necessary to defend the Company or its creators.

The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

The Company accrues estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable. The Company's assessment of losses is re-evaluated each accounting period and is based on all available information, including impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to each case. Nevertheless, it is possible that additional future legal costs including settlements, judgments, legal fees and other related defense costs could have a material adverse effect on the Company’s business, consolidated financial position, results of operations or liquidity.

The matter discussed below summarizes the Company’s current significant litigation.

Commercial Contract Litigation

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On June 18, 2020, the Company filed a Complaint in the United States District Court for the Northern District of California against M.R.G. Concerts Ltd. (MRG) and Matthew Gibbons (Gibbons), asserting claims for breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory judgment, unfair competition and common counts under California law, arising out of MRG and Gibbons' termination of certain contracts with the Company and their refusal to make various payments to the Company required by those contracts. On June 28, 2024, MRG and Eventbrite executed an agreement for MRG to pay Eventbrite the settlement amount of $8.3 million. The Company determined that the gain was realizable and recognized a loss recovery of $4.4 million as a credit to general and administrative expenses and a gain of $3.9 million to other income in relation to this verdict during the second quarter of 2024.

Tax Matters

The Company is currently under audit in certain jurisdictions with regard to indirect tax matters. The Company establishes reserves for indirect tax matters when it determines that the likelihood of a loss is probable and the loss is reasonably estimable. Accordingly, the Company has established a reserve for the potential settlement of issues related to sales and other indirect taxes in the amount of $0.5 million and $1.1 million as of September 30, 2024 and December 31, 2023, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $0.1 million and $0.2 million as of September 30, 2024 and December 31, 2023, respectively.

The Company does not believe that any ultimate liability resulting from any of these matters will have a material adverse effect on its business, consolidated financial position, results of operations or liquidity. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

Indemnification

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s online ticketing platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has indemnification agreements with its directors and executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations vary.

18. Stockholders' Equity

Common Stock Repurchase

On March 14, 2024, the Company announced that its board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of the Company’s Class A common stock, which does not have an expiration date. During the nine months ended September 30, 2024, the Company repurchased 7,243,283 shares of its Class A common stock for an aggregate amount of $39.4 million, which includes amounts accrued for the 1% excise tax as a result of the Inflation Reduction Act of 2022. As of September 30, 2024, approximately $60.6 million remained available and authorized for future repurchases.

Equity Incentive Plans

In August 2018, the 2018 Stock Option and Incentive Plan (2018 Plan) was adopted by the board of directors and approved by the stockholders and became effective in connection with the IPO. The 2018 Plan replaced the 2010 Stock Plan (2010 Plan) as the board of directors determined not to make additional awards under the 2010 Plan. The 2010 Plan will continue to govern outstanding equity awards granted thereunder.

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The 2018 Plan allows for the granting of options, stock appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted stock awards, performance-based restricted stock units (PSUs), dividend equivalent rights and cash-based awards. Every January 1, the number of shares of stock reserved and available for issuance under the 2018 Plan will cumulatively increase by five percent of the number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31, or a lesser number of shares as approved by the board of directors.

As of September 30, 2024, there were 5,270,216 and 5,955,438 options issued and outstanding under the 2010 Plan and 2018 Plan, respectively (collectively, the Plans). As of September 30, 2024, 7,770,415 shares of Class A common stock were available for grant under the 2018 Plan.

Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the Plans are exercisable for up to ten years.

Stock Option Activity

Stock option activity for the nine months ended September 30, 2024 is presented below:

			Outstanding options						Weighted average exercise price						Weighted average remaining contractual term (years)						Aggregate intrinsic value (thousands)
Balance as of December 31, 2023			12,318,335						$	12.06					5.4						$	2,845
Canceled			(1,092,681)						10.55
Balance as of September 30, 2024			11,225,654						12.21						4.5						$	—
Vested and exercisable as of September 30, 2024			10,359,394						12.24						4.3						$	—
Vested and expected to vest as of September 30, 2024			11,187,681						$	12.22					4.5						$	—

The aggregate intrinsic value in the table above represents the difference between the fair value of Class A common stock and the exercise price of outstanding, in-the-money stock options at September 30, 2024.

As of September 30, 2024, the total unrecognized stock-based compensation expense related to stock options outstanding was $5.0 million, which will be recognized over a weighted-average period of 1.6 years. There were no options granted during the nine months ended September 30, 2024.

Stock Award Activity

Stock award activity, which includes RSUs, PSUs and restricted stock awards (RSAs), for the nine months ended September 30, 2024 is presented below:

			Outstanding RSUs, RSAs and PSUs						Weighted-average grant date fair value per share						Weighted average remaining contractual term (years)						Aggregate intrinsic value (thousands)
Balance as of December 31, 2023			12,478,798						$	9.40					1.2						$	104,315
Awarded			8,025,636						5.24
Released			(3,398,539)						10.02
Canceled			(3,594,313)						8.05
Balance as of September 30, 2024			13,511,582						7.13						1.1						36,887
Vested and expected to vest as of September 30, 2024			12,636,979						$	7.15					1.1						$	34,499

As of September 30, 2024, the total unrecognized stock-based compensation expense related to stock awards, was $57.2 million, which will be recognized over a weighted-average period of 1.6 years.

Stock-based Compensation Expense

Stock-based compensation expense recognized in connection with stock options, RSUs, RSAs, PSUs and the Employee Stock Purchase Plan (ESPP) during each of the three and nine months ended September 30, 2024 and 2023 was as follows (in

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thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Cost of net revenue			$	151					$	213					$	430					$	637
Product development			4,732						5,635						17,766						15,143
Sales, marketing and support			1,484						2,018						5,768						7,037
General and administrative			3,879						6,602						15,520						18,344
Total			$	10,246					$	14,468					$	39,484					$	41,161

The Company capitalized $0.5 million and $1.6 million of stock-based compensation expense related to capitalized software costs during the three and nine months ended September 30, 2024, respectively, compared to $0.5 million and $1.1 million during the three and nine months ended September 30, 2023, respectively.

19. Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):

			Three Months Ended September 30,									Nine Months Ended September 30,
			2024						2023						2024						2023
Net loss			$	(3,768)					$	(9,935)					$	(7,195)					$	(25,542)
Weighted-average shares used in computing earnings per share, basic and diluted			96,498						100,540						95,571						100,030
Net loss per share, basic and diluted			$	(0.04)					$	(0.10)					$	(0.08)					$	(0.26)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands):

						September 30, 2024						September 30, 2023
Shares related to Convertible Notes						10,011						19,538
Stock options to purchase common stock						11,226						12,446
Restricted stock units						13,284						12,610
ESPP						182						136
Total shares of potentially dilutive securities						34,703						44,730

For the 2025 Notes and 2026 Notes, the conversion spread of 2.4 million shares and 7.6 million shares, respectively, will have a dilutive impact on diluted net income per share of Class A common stock when the average market price of the Company’s Class A common stock for a given period exceeds the conversion price of $12.60 per share for the 2025 Notes and $27.89 per share for the 2026 Notes.

20. Income Taxes

The Company recorded an income tax expense of $0.2 million and $1.3 million for the three and nine months ended September 30, 2024, respectively, compared to $0.8 million and $1.8 million for the three and nine months ended September 30, 2023, respectively. The increase was primarily attributable to insignificant non-routine tax expenses recorded during the prior year and changes in taxable earnings mix.

The differences in the tax provision for the periods presented and the U.S. federal statutory rate is primarily due to foreign taxes in profitable jurisdictions and the recording of a full valuation allowance on the Company's net deferred tax assets.

The computation of the provision for income taxes for interim periods is determined by applying the estimated annual effective tax rate to year-to-date earnings from recurring operations and adjusting for discrete tax items recorded in the period.

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21. Geographic Information

The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction (in thousands):

			Three Months Ended September 30,									Nine Months Ended September 30,
			2024						2023						2024						2023
United States			$	56,335					$	59,963					$	181,431					$	175,836
International			21,466						21,581						67,173						62,534
Total net revenue			$	77,801					$	81,544					$	248,604					$	238,370

Net revenue for the United Kingdom represented 10% of the total consolidated net revenue for three months ended September 30, 2024. For the nine months ended September 30, 2024 and 2023, no individual country included in international net revenue represented more than 10% of the total consolidated net revenue.

Substantially all of the Company's long-lived assets are located in the United States.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (2023 Form 10-K) filed with the United States Securities and Exchange Commission (SEC) on February 27, 2024. In addition to historical condensed consolidated financial information, the following discussion and analysis contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in our 2023 Form 10-K and this Quarterly Report on Form 10-Q. References herein to "Eventbrite," the "Company," "we," "us" or "our" refer to Eventbrite, Inc. and its subsidiaries, unless the context requires otherwise.

Overview

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

Key Business Metrics and Non-GAAP Financial Measures

We monitor key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to revenue, net loss and other results under generally accepted accounting principles (GAAP), the following tables set forth key business metrics and non-GAAP financial measures we use to evaluate our business. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business performance. We believe that the use of Adjusted EBITDA is helpful to our investors as this metric is used by management in assessing the health of our business and our operating performance, making operating decisions, evaluating performance and performing strategic planning and annual budgeting. This measure is not prepared in accordance with GAAP and has limitations as an analytical tool, and you should not consider this in isolation or as substitutes for analysis of our results of operations as reported under GAAP. You are encouraged to evaluate the adjustments and the reasons we consider them appropriate.

Paid Ticket Volume

Paid ticket volume is measured by the number of tickets sold on our platform that generate ticket fees, referred to as paid ticket volume. We consider paid ticket volume an important indicator of the underlying health of the business. The table below sets forth the paid ticket volume for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
			(in thousands)
Paid ticket volume			19,736						22,855						62,195						69,342

Our paid ticket volume for events in the United States and outside of the United States was 59% and 41% in the three months and 60% and 40%, respectively, in the nine months ended September 30, 2024, compared to 60% and 40% in the three months and 61% and 39%, respectively, in nine months ended September 30, 2023.

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, employer taxes related to employee equity transactions, other (income) expense, net, and income tax provision. 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.

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The following table presents our Adjusted EBITDA for the periods indicated and a reconciliation of our Adjusted EBITDA to the most comparable GAAP measure, net loss, for each of the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
			(in thousands)
Net loss (1)			$	(3,768)					$	(9,935)					$	(7,195)					$	(25,542)
Add:
Depreciation and amortization			3,946						3,226						11,189						9,934
Stock-based compensation			10,246						14,468						39,484						41,161
Interest income			(6,056)						(7,569)						(20,845)						(19,948)
Interest expense			2,084						2,821						7,690						8,359
Employer taxes related to employee equity transactions			97						273						889						832
Other (income) expense, net			(1,420)						2,357						(3,892)						3,230
Income tax provision			208						762						1,266						1,832
Adjusted EBITDA			$	5,337					$	6,403					$	28,586					$	19,858

(1) Restructuring related costs are included in Net Loss and Adjusted EBITDA.

Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital spending that occurs off of the income statement or account for future contractual commitments, (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures and (iii) Adjusted EBITDA does not reflect the interest and principal required to service our indebtedness. Our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

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Results of Operations

The following tables set forth our condensed consolidated results of operations data and such data as a percentage of net revenue for the periods presented (in thousands):

Condensed Consolidated Statements of Operations			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Net revenue			$	77,801					$	81,544					$	248,604					$	238,370
Cost of net revenue			24,543						25,867						74,186						76,865
Gross profit			53,258						55,677						174,418						161,505
Operating expenses:
Product development			22,586						23,041						75,327						73,091
Sales, marketing and support			23,694						21,063						69,084						53,802
General and administrative			15,930						23,137						52,983						66,681
Total operating expenses			62,210						67,241						197,394						193,574
Loss from operations			(8,952)						(11,564)						(22,976)						(32,069)
Interest income			6,056						7,569						20,845						19,948
Interest expense			(2,084)						(2,821)						(7,690)						(8,359)
Other income (expense), net			1,420						(2,357)						3,892						(3,230)
Loss before income taxes			(3,560)						(9,173)						(5,929)						(23,710)
Income tax provision			208						762						1,266						1,832
Net loss			$	(3,768)					$	(9,935)					$	(7,195)					$	(25,542)

Condensed Consolidated Statements of Operations, as a percentage of net revenue			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Net revenue			100		%				100		%				100		%				100		%
Cost of net revenue			32		%				32		%				30		%				32		%
Gross profit			68		%				68		%				70		%				68		%
Operating expenses:
Product development			29		%				28		%				30		%				31		%
Sales, marketing and support			30		%				26		%				28		%				23		%
General and administrative			20		%				28		%				21		%				28		%
Total operating expenses			80		%				82		%				79		%				81		%
Loss from operations			(12)		%				(14)		%				(9)		%				(13)		%
Interest income			8		%				9		%				8		%				8		%
Interest expense			(3)		%				(3)		%				(3)		%				(4)		%
Other income (expense), net			2		%				(3)		%				2		%				(1)		%
Loss before income taxes			(5)		%				(11)		%				(2)		%				(10)		%
Income tax provision			—		%				1		%				1		%				1		%
Net loss			(5)		%				(12)		%				(3)		%				(11)		%

Net Revenue

We currently generate revenues primarily from service fees and payment processing fees from the sale of paid tickets on our platform. Our ticketing fee structure typically consists of a flat per ticket fee and a percentage of the price of each ticket sold by a creator. Revenue is recognized when control of promised goods or services is transferred to the creator, which is when the ticket is sold for service fees and payment processing fees. We also derive a portion of revenues from fees associated with advertising and other marketplace services. Net revenue excludes sales taxes and value-added taxes (VAT) and is presented net of estimated customer refunds, chargebacks and amortization of creator signing fees.

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			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Total net revenue			$	77,801					$	81,544					$	(3,743)					(5)		%				$	248,604					$	238,370					$	10,234					4		%

Net revenue decreased during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 primarily due to a decrease in ticketing revenue due to a lower paid ticket volume. Revenue for the three months ended September 30, 2024 also reflects changes to organizer fees, including the discontinuation of the Flex plan and a reduction to Pro plan pricing.

Net revenue increased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 primarily due to an increase in marketplace revenue, which consisted of organizer fees launched in June 2023 and advertising services. This increase was offset by a decrease in ticketing revenue due to a lower paid ticket volume.

Cost of Net Revenue

Cost of net revenue consists of variable costs related to payment processing fees and fixed costs related to making our platform generally available. Our fixed costs consist primarily of expenses associated with the operation and maintenance of our platform, including website hosting fees and platform infrastructure costs, amortization of capitalized software development costs, on-site operations costs and customer support costs. Cost of net revenue also includes the amortization expense related to our acquired developed technology assets, which may be incurred in future periods related to future acquisitions.

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.

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Cost of net revenue			$	24,543					$	25,867					$	(1,324)					(5)		%				$	74,186					$	76,865					$	(2,679)					(3)		%
Percentage of total net revenue			32		%				32		%																30		%				32		%
Gross margin			68		%				68		%																70		%				68		%

Cost of net revenue decreased during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 primarily due to reduced processing fees and lower personnel costs due to the 2023 restructuring.

Our gross margin remained consistent during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Our gross margin improved during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 primarily due to higher margin attributed to marketplace revenue streams.

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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.

As our total net revenue increases or decreases, to the extent our operating expenses are not equally affected, our operating expenses as a percentage of net revenue will similarly fluctuate.

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. Our product development expenses remained generally consistent year-over-year as a percentage of net revenue.

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Product development			$	22,586					$	23,041					$	(455)					(2)		%				$	75,327					$	73,091					$	2,236					3		%
Percentage of total net revenue			29		%				28		%																30		%				31		%

Product development expenses remained generally consistent during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily driven by costs during the period associated with the reduction in force, offset by adjustments to our full-year compensation expense.

Product development expenses increased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 primarily due to increased employee related costs, including stock-based compensation, due to headcount growth in our product development and engineering organization as we continue to focus our investment in building the functionality, scalability and security of our platform.

Sales, marketing and support

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

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Sales, marketing and support			$	23,694					$	21,063					$	2,631					12		%				$	69,084					$	53,802					$	15,282					28		%
Percentage of total net revenue			30		%				26		%																28		%				23		%

Sales, marketing and support expenses remained generally consistent during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to an increase to the chargeback reserve and refunds to consumers issued by the company due to greater chargeback and fraud activity, offset by a decrease in advertising spend and adjustments to our full-year compensation expense.

Sales, marketing and support expenses increased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily driven by changes in reserves, including a $8.6 million increase due to greater chargeback and fraud activity and a $4.7 million change to our advanced payouts reserve compared to the prior year. The increase also included an increase in employee related costs, including stock-based compensation, offset by a decrease in advertising spend and restructuring costs.

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 General and administrative

General and administrative expenses consist of personnel costs, including stock-based compensation, and professional fees for finance, accounting, legal, risk, human resources and other corporate functions. Our general and administrative expenses also include accruals for sales and business taxes, as well as reserves and impairment charges related to creator upfront payments. Over the long-term, we anticipate general and administrative expenses to decline as a percentage of net revenue as we expect to grow our net revenues and scale our business.

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
General and administrative			$	15,930					$	23,137					$	(7,207)					(31)		%				$	52,983					$	66,681					$	(13,698)					(21)		%
Percentage of total net revenue			20		%				28		%																21		%				28		%

General and administrative expenses decreased during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, primarily due to decreased personnel costs, including stock-based compensation, as a result of adjustments to our full-year compensation expense during the period and our workforce reductions in the third quarter of 2024 and first quarter of 2023.

Interest Income

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

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Interest income			$	6,056					$	7,569					$	(1,513)					(20)		%				$	20,845					$	19,948					$	897					4		%
Percentage of total net revenue			8		%				9		%																8		%				8		%

Interest income decreased during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to a lower balance of short-term investments in U.S. Treasury bills.

Interest income increased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to higher interest rates in the current year.

Interest Expense

In March 2021, we issued $212.75 million aggregate principal amount of the 2026 Notes and in June 2020, we issued $150.0 million aggregate principal amount of the 2025 Notes.

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

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Interest expense			$	2,084					$	2,821					$	(737)					(26)		%				$	7,690					$	8,359					$	(669)					(8)		%
Percentage of total net revenue			3		%				3		%																3		%				4		%

Interest expense decreased for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, due to the repurchase of $120 million aggregate principal amount of the 2025 Notes during August 2024.

Other Income (Expense), Net

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

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			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Other income (expense), net			$	1,420					$	(2,357)					$	3,777					160		%				$	3,892					$	(3,230)					$	7,122					220		%
Percentage of total net revenue			2		%				(3)		%																2		%				(1)		%

Other income increased during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, driven by foreign currency rate measurement fluctuations and a $3.9 million gain awarded from a litigation settlement in June 2024.

Income Tax Provision

Income tax provision consists primarily of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. The differences in the tax provision 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 computation of the provision for income taxes for interim periods is determined by applying the estimated annual effective tax rate to year-to-date earnings from recurring operations and adjusting for discrete tax items recorded in the period.

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						$ Change						% Change						2024						2023						$ Change						% Change
			(in thousands except percentages)
Income tax provision			$	208					$	762					$	(554)					(73)		%				$	1,266					$	1,832					$	(566)					(31)		%
Percentage of total net revenue			—		%				1		%																1		%				1		%

The decrease in provision for income taxes for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 was primarily attributable to insignificant non-routine tax expenses recorded during both years and changes in taxable earnings mix.

Liquidity and Capital Resources

As of September 30, 2024, we had cash and cash equivalents of $531.0 million, short-term investments of $24.7 million and funds receivable of $30.2 million. Our cash and cash equivalents include bank deposits, U.S. Treasury bills and money market funds held by financial institutions. Our short-term investment portfolio, which consists of U.S. Treasury bills, is designed to preserve principal and provide liquidity. Our funds receivable represents cash-in-transit from credit card processors that is received to our bank accounts within five business days of the underlying ticket transaction. As of September 30, 2024, approximately 25% of our cash was held outside of the United States. We do not expect to incur significant taxes related to these amounts. The cash was held primarily to fund our foreign operations and on behalf of, and to be remitted to, creators. Collectively, our cash and cash equivalents balances represent a mix of cash that belongs to us and cash that is due to creators.

The amounts due to creators, which were $355.1 million as of September 30, 2024, are captioned on our condensed consolidated balance sheets as accounts payable, creators. These ticketing proceeds are legally unrestricted, and we invest a portion of creator cash in U.S. Treasury bills with original maturities less than one year. For qualified creators, we pass ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, we refer to these payments as advance payouts. When we provide advance payouts, we assume risk that the event may be canceled, fraudulent or materially not as described, resulting in significant chargebacks and refund requests. The terms of our standard merchant agreement obligate creators to repay us for ticket sales advanced under such circumstances. If the creator is insolvent, has spent the proceeds of the ticket sales for event-related costs, has canceled the event, or has engaged in fraudulent activity, we may not be able to recover our advance payout losses from these events. Such unrecoverable amounts could equal up to the value of the ticket sales or amounts settled to the creator prior to the event that has been postponed or canceled or is otherwise disputed. We record estimates for losses related to chargebacks and refunds based on various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, macroeconomic conditions, and actual chargeback and refund activity trends. Due to the nature of macroeconomic events, including but not limited to shifts in consumer behavior, inflation, increased labor costs, and increased interest rates, there is uncertainty around these reserves and our actual losses could be materially different from our current estimates. We will adjust our recorded reserves in the future to reflect our best estimates of future outcomes, and we may pay in cash a portion of, all of, or a greater amount than the $9.1 million provision recorded as of September 30, 2024.

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In June 2020, we issued the 2025 Notes, and in March 2021, we issued the 2026 Notes. The 2025 Notes mature on December 1, 2025 and the 2026 Notes mature on September 15, 2026. Under certain circumstances, holders may surrender their notes of a series for conversion prior to the applicable maturity date. Upon conversion, the notes may be settled in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at our election. During the third quarter of 2024, we entered into separately, privately negotiated Repurchases, pursuant to which we repurchased $120 million aggregate principal amount of the 2025 Notes. See Note 16, "Debt", for details regarding the Repurchases.

On March 14, 2024, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of the Company’s Class A common stock, which does not have an expiration date. Through September 30, 2024, we repurchased 7,243,283 shares of our Class A common stock for an aggregate amount of $39.4 million. As of September 30, 2024, approximately $60.7 million remained available and authorized for future repurchases.

We believe that our existing cash, together with cash generated from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect.

Cash Flows

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

			Nine Months Ended September 30,
			2024						2023
			(in thousands)
Net cash provided by (used in):
Operating activities			$	85,628					$	101,800
Investing activities			124,644						(68,516)
Financing activities			(166,129)						(3,990)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(2,386)						(925)
Net increase in cash, cash equivalents and restricted cash			$	41,757					$	28,369

Comparison of Nine Months Ended September 30, 2024 and 2023

Cash Flows from Operating Activities

The net cash provided by operating activities of $85.6 million for the nine months ended September 30, 2024 was primarily due to our net loss of $7.2 million, adjusted for non-cash charges of $66.8 million primarily driven by stock-based compensation expense, and changes in our operating assets and liabilities that used $26.0 million in cash, primarily driven by timing of accounts payable to creators and funds receivable.

The net cash provided by operating activities of $101.8 million for the nine months ended September 30, 2023 was primarily due to our net loss of $25.5 million, adjusted for non-cash charges of $62.2 million primarily driven by stock-based compensation expense and changes to our operating assets and liabilities that provided $65.1 million in cash, primarily driven by timing of accounts payable to creators and funds receivable.

Cash Flows from Investing Activities

Net cash provided by investing activities of $124.6 million for the nine months ended September 30, 2024 primarily consisted of $269.0 million maturity of short-term investments, offset by $136.8 million in purchases of short-term investments.

Net cash used in investing activities of $68.5 million for the nine months ended September 30, 2023 primarily consisted of $273.7 million in purchases of short-term investments, offset by a $211.0 million maturity of short-term investments.

Cash Flows from Financing Activities

Net cash used in financing activities of $166.1 million during the nine months ended September 30, 2024 was primarily due to the $120.5 million repurchase of the 2025 Notes, $39.3 million repurchase of our Class A common stock and $6.8 million in taxes paid related to net share settlement of equity awards.

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Net cash used in financing activities of $4.0 million during the nine months ended September 30, 2023 was primarily due to $5.5 million in taxes paid related to net share settlement of equity awards, offset by $0.9 million in proceeds from the exercise of stock options.

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

The effect of exchange rate changes on cash, cash equivalents and restricted cash on our condensed consolidated statements of cash flows relates to certain of our assets, primarily cash balances held on behalf of creators that are denominated in currencies other than the functional currency. These cash assets held for creators are directly offset by a corresponding liability to creators. During the nine months ended September 30, 2024 and September 30, 2023, we recorded a $2.4 million and $0.9 million decrease in cash, cash equivalents and restricted cash, respectively, primarily due to the strengthening of the U.S. dollar. The impact of the effect of exchange rate changes are primarily attributed to creator cash balances, which can serve as a natural hedge for the effect of exchange rates on accounts payable, creators presented within operating activities.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under the Convertible Notes (including principal and coupon interest) and operating leases for office space, as well as non-cancellable purchase commitments. See Note 17, "Commitments and Contingencies" to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements and did not have any such arrangements as of September 30, 2024.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, and we evaluate our estimates and assumptions on an ongoing basis. We are not aware of any specific event or circumstance that would require an update to our estimates or assumptions or a revision of the carrying value of assets or liabilities as of the date of filing of this Quarterly Report on Form 10-Q. These estimates and assumptions may change in the future, however, as new events occur and additional information is obtained. Our actual results could differ from these estimates.

Our significant accounting policies are discussed in the "Notes to Consolidated Financial Statements, Note 2 "Significant Accounting Policies" in the 2023 Form 10-K. There have been no significant changes to these policies that have had a material impact on our unaudited condensed consolidated financial statements and related notes.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

We are exposed to market risk for changes in interest rates related primarily to balances of our financial instruments including cash and cash equivalents and short-term investments. As of September 30, 2024, we had cash and cash equivalents of $531.0 million and short-term investments of $24.7 million, which consisted primarily of money market funds and U.S. Treasury bills. The primary objective of our investment approach is to preserve capital principal and provide liquidity. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of interest rates in the United States. A 10% change in the level of market interest rates would not have a material effect on our business, financial conditions or results of operations. In addition, our Convertible Notes are subject to fixed annual interest charges. These Convertible Notes therefore are not exposed to financial or economic risk associated with changes in interest rates. However, the fair value of these Convertible Notes may fluctuate when interest rates change or can be affected when the market price of our Class A common stock fluctuates. We carry the Convertible Notes at face value less unamortized issuance cost on our balance sheet, and we present the fair value for required disclosure purposes only.

Foreign Currency Risk

Many creators live or operate outside the United States, and therefore, we have significant ticket sales denominated in foreign currencies, most notably the British Pound, Euro, Canadian Dollar and Australian Dollar. Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Accordingly, we are subject to foreign currency risk, which may adversely impact our financial results. The functional currency of our international subsidiaries is the U.S. dollar. Movements in foreign exchange rates are recorded in other income (expense), net in our consolidated statements of operations. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in exchange rates. If our foreign-currency denominated assets, liabilities, revenues or expenses increase, our results of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we do business. A 10% increase or decrease in individual currency exchange rates would not have a material impact on our consolidated results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that the information required for disclosure in reports filed or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to Company management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended September 30, 2024 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 17, "Commitments and Contingencies" to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in Part I, Item 1A, of our 2023 Form 10-K, except for the following risk factors which supplement the risk factors previously disclosed and should be considered in conjunction with the risk factors set forth in the 2023 Form 10-K. You should carefully consider the risks and uncertainties described in the 2023 Form 10-K, together with all of the other information in the 2023 Form 10-K and this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in the 2023 10-K and this Quarterly Report on Form 10-Q may not be the only ones we face. If any of the risks actually occur, our business, results of operations, financial condition and prospects could be harmed. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

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

Our event creators can select from different pricing packages based on the features required, service level desired and budget. We assess the pricing and composition of our pricing packages based on prior experience, feedback from creators and data insights, and we periodically adjust the pricing and composition of our packages, and may periodically adjust the structure of our pricing model.

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

In June 2023, we introduced a new pricing model which introduced new plans, fee types and subscription packages for event creators, which may include an organizer fee to creators in order to publish an event on the Eventbrite marketplace. In September 2024, we updated our pricing model to remove upfront fees, enabling creators to publish unlimited events of any size on Eventbrite. Creators who would like a broader set of marketing features are still able to opt into a subscription package to access our all-in-one marketing suite and enhanced customer support. Despite returning to a “free to publish” model, we may be unable to win back the business of departed creators, attract new creators or retain existing creators if we are unable to regain creators’ trust and demonstrate the value of our marketplace.

Although events of all sizes can now be published for free in our marketplace, our business will still depend, in part, on creators selecting and renewing subscription plans with us. 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 harm our business, financial condition and results of operations and impact our ability to predict our future performance.

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

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

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platform or the use of our platform and solutions on such third-party platforms are restricted in the future, our business may be harmed.

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

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

Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing ability to identify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization. Each of our employees could terminate his or her relationship with us at any time. The loss of any member of our senior management team or key personnel might significantly delay or prevent the achievement of our business objectives and could harm our business and our relationships. Competition in our industry for qualified employees is intense.

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

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

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

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

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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

There were no sales of unregistered equity securities during the three months ended September 30, 2024.

Issuer Purchases of Equity Securities

The table below provides information regarding our share repurchases during the three months ended September 30, 2024:

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands)(1)
July 1, 2024 - July 31, 2024						455,314						$	4.94					7,243,283						$	60,704
August 1, 2024 - August 31, 2024						—						$	—					7,243,283						$	60,704
September 1, 2024 - September 30, 2024						—						$	—					7,243,283						$	60,704
Total						455,314						$	4.94					7,243,283						$	60,704

(1) On March 14, 2024, we announced that our board of directors had approved a share repurchase program with authorization to purchase up to $100 million of our Class A common stock (the Share Repurchase Program). The Share Repurchase Program does not obligate us to repurchase any specific number of shares, has no expiration date or time limit and may be modified, suspended or discontinued at any time at our discretion.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

Director and Officer 10b5-1 Trading Plans (10b5-1 Plans)

There were no written trading arrangements under Rule 10b5-1 that were adopted, terminated or modified by our directors or officers during the three months ended September 30, 2024.

There were no "non-Rule 10b5-1 trading arrangements," as defined in item 408(c) of Regulation S-K, adopted, terminated or modified by our directors or officers during the three months ended September 30, 2024.

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Item 6. Exhibits

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

Exhibit Index

Description of Exhibits

Incorporated by Reference

Exhibit Number

Form

Exhibit Number

Date Filed

3.1

Amended and Restated Certificate of Incorporation.

S-1/A

3.2

August 28, 2018

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation

8-K

3.1

June 12, 2024

3.3

Second Amended and Restated Bylaws.

8-K

3.1

December 21, 2022

4.1

Form of Class A Common Stock Certificate.

S-1/A

4.1

September 7, 2018

10.1#

Form of Incentive Stock Option Agreement

Filed herewith

10.2#

Form of Non-Qualified Stock Option Agreement

Filed herewith

10.3#

Form of Global Restricted Stock Unit Award Agreement

Filed herewith

31.1

Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

31.2

Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

101.INS

Inline XBRL Instance Document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith

# Indicates compensatory plan

*The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Eventbrite, Inc.
November 7, 2024			By:			/s/ Julia Hartz
						Julia Hartz
						Chief Executive Officer
						(Principal Executive Officer)
November 7, 2024			By:			/s/ Charles Baker
						Charles Baker
						Chief Operating and Financial Officer
						(Principal Accounting and Financial Officer)

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