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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 14, 2024
EVENTBRITE, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38658 | 14-1888467 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 95 Third Street, 2nd Floor |
| San Francisco, California 94103 |
| (Address of principal executive offices) (Zip Code) |
(415) 692-7779
(Registrant’s telephone number, include area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Class A common stock, par value $0.00001 per share | EB | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure |
On March 14, 2024, Eventbrite, Inc. (the “Company”) announced that its Board of Directors has approved a share repurchase program with authorization to purchase up to $100 million of the Company’s Class A common stock (the “Share Repurchase Program”). Share repurchases under the Share Repurchase Program may be made through a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase transactions or by any combination of such methods, and any repurchases may be made pursuant to Rule 10b5-1 plans. The volume and timing of any repurchases will be subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities and other factors. The Share Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit and may be modified, suspended or discontinued at any time at the Company’s discretion. A copy of the press release announcing the Share Repurchase Program is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 14, 2024. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 14, 2024 | EVENTBRITE, INC. | |||||
| By: | /s/ Julia Hartz |
|||||
| Julia Hartz | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
Eventbrite Announces $100 Million Share Repurchase Program
3/14/2024
SAN FRANCISCO—(BUSINESS WIRE)— Eventbrite, Inc. (NYSE:EB), a global events marketplace, today announced its Board of Directors has authorized the repurchase of up to $100 million of outstanding Class A common stock. Under the program, Eventbrite may purchase shares of Class A common stock through open market purchases, block trades, privately negotiated transactions, accelerated share repurchase transactions, and/or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The volume and timing of any repurchases will be subject to general market conditions, as well as Eventbrite’s management of capital, general business conditions, other investment opportunities, and other factors. The repurchase program does not obligate Eventbrite to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the company’s discretion.
Eventbrite currently expects to fund the repurchase program from existing cash and cash equivalents and/or future cash flows. As of December 31, 2023, Eventbrite had available liquidity of approximately $391.1 million. Eventbrite had approximately 86,206,862 shares of Class A common stock and 15,661,433 shares of Class B common stock outstanding as of February 29, 2024.
Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding expected funding of the repurchase program. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions.
Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause the Company’s actual results, performance, or achievements to differ materially from results expressed or implied in this press release, including those more fully described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these statements. Actual results could differ materially from those expressed or implied. All forward-looking statements are based on information and estimates available to the Company at the time of this release, and are not guarantees of future performance, and reported results should not be considered as an indication of future performance. Except as required by law, the Company assumes no obligation to update any of the statements in this press release.
About Eventbrite
Eventbrite is a global events marketplace that serves event creators and event goers in nearly 180 countries. Since inception, Eventbrite has been at the center of the experience economy, transforming the way people organize and attend events. The company was founded by Julia Hartz, Kevin Hartz, and Renaud Visage, with a vision to build a self-service platform that would make it possible for anyone to create and sell tickets to live experiences. With over 300 million tickets distributed for over 5 million total events in 2023, Eventbrite is where people all over the world discover new things to do or new ways to do more of what they love. Eventbrite has also earned industry recognition as a top employer with special designations that include a coveted spot on Fast Company’s prestigious The World’s 50 Most Innovative Companies and Fast Company’s Brands That Matter lists, the Great Place to Work® Award in the U.S., and Inc.’s Best-Led Companies honor. Learn more at www.eventbrite.com.
Eventbrite Investor Relations
investors@eventbrite.com
Source: Eventbrite, Inc.