Eventbrite Inc

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in Part I, Item 1A, of our 2024 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 2024 Form 10-K. You should carefully consider the risks and uncertainties described in the 2024 Form 10-K, together with all of the other information in the 2024 Form 10-K and this Quarterly Report on Form 10-Q, including the section titled Managements 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 2024 Form 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.

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

As of December 31, 2024, we had cash and cash equivalents of $416.5 million, of which $266.0 million was cash held on behalf of and due to our creators. Our net revenues were $325.1 million and $326.1 million for the year ended December 31, 2024 and 2023, respectively, and the net cash provided by operating activities was $35.6 million and $19.0 million for the year ended December 31, 2024 and 2023, respectively.

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

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

the availability of credit from banks or other lenders;

investor confidence in us; 

restrictions and requirements of the agreement governing our new credit facility; and

our results of operations.

We cannot assure you that our business will generate sufficient cash flow from operations, or that we will be able to obtain financing, in an amount sufficient to fund our operations or other liquidity needs.

If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock and Class B common stock.

In June 2020, we issued $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 (2025 Notes), of which $120 million aggregate principal amount was repurchased in August 2024, and in March 2021, we issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (2026 Notes and, together with the 2025 Notes, the Convertible Notes). On August 6, 2025 we entered into a credit agreement which provided for a four-year, $60.0 million senior secured term loan facility. The Convertible Notes, the term loan and any additional funding from debt financings may make it more difficult for us to operate our business because a portion of our cash generated from internal operations will be used to make principal and interest payments on the indebtedness and we are, or may be, obligated to abide by restrictive covenants contained in the debt financing agreements. See the risk factor below titled Substantial levels of indebtedness could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness for additional information.

If we need additional capital and cannot raise it on acceptable terms, if at all, we may not be able to, among other things:

develop and enhance our platform and solutions;

continue to expand our technology development, sales and marketing organizations;

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continue to expand to other geographical locations;

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attract new creators, consumers and a catalog of locally relevant, high-quality events;

hire, train and retain employees;

respond to competitive pressures or unanticipated working capital requirements; or

pursue acquisition opportunities.

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

Substantial levels of indebtedness could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.

Although we repurchased $120 million of the aggregate principal amount of the 2025 Notes in August 2024, we have substantial outstanding debt, and we may incur additional indebtedness to meet future financing needs. The credit agreement governing our new term loan facility contains customary events of default and certain covenants applicable to us and our restricted subsidiaries, including, without limitation, limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, including sale-leaseback transactions, prepayment of junior financing, changes in business and other limitations customary in senior secured credit facilities. In addition, the credit agreement requires us to maintain a maximum consolidated net total leverage ratio ranging from 3.25 to 1.00 to 2.00 to 1.00, a minimum fixed charge coverage ratio of 1.10 to 1.00 and minimum revenue of $270.0 million. Our ability to comply with such covenants in future periods will depend on our ongoing financial and operating performance.

Our substantial levels of indebtedness increase the possibility that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due in respect of, these obligations. Other risks relating to long-term indebtedness include:

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

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

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

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

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

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

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

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

Certain provisions in the Convertible Notes, the indentures governing the Convertible Notes and the credit agreement governing the term loan could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change (as defined in the indentures governing the Convertible Notes), then noteholders will have the

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right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change (as defined in the indentures governing the Convertible Notes), then we may be required to temporarily increase the conversion rate. Pursuant to the credit agreement governing our term loan, the occurrence of a change of control (as defined in the credit agreement) is an event of default giving the lenders the right to accelerate the obligations due with respect to our term loan. In any case, and in other cases, our obligations under the Convertible Notes and the indentures governing the

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Convertible Notes or the credit agreement governing our term loan could increase the cost of acquiring us or otherwise discourage a third-party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

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