26 unchanged sentences
Other Information
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the year ended December 31, 2023, the following officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, for the sale of our common stock.
+Added: Shares in each 10b5-1 trading arrangement that are subject to restricted stock units ("RSUs") and stock options may only be traded following satisfaction of applicable vesting requirements.
+Added: In addition, because of pricing (such as future share price targets) and timing conditions in each 10b5-1 trading arrangement, it is not yet determinable how many shares actually will be sold under each plan prior to its expiration date.
+Added: On September 11, 2023 , Thomas Etergino , our Chief Financial Officer , entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to 18,000 shares of our common stock.
+Added: This trading arrangement is scheduled to expire on July 31, 2024.
+Added: On September 15, 2023 , Nancy Hood , our Chief Marketing Officer , entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to (i) 8,400 shares of our common stock and (ii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations subject to the vesting of up to 28,207 RSUs.
+Added: This trading arrangement is scheduled to expire on December 13, 2024.
+Added: On September 15, 2023 , Matthew Rubinger , our Chief Commercial Officer , entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to the net shares (not yet determinable) after shares are withheld to satisfy tax obligations subject to the vesting of up to 48,434 RSUs.
+Added: This trading arrangement is scheduled to expire on December 31, 2024.
+Added: These Rule 10b5-1 trading arrangements were entered into in writing during an open trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities.
+Added: During the year ended December 31, 2023, no other directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
30 unchanged sentences
10.6+ 2021 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.6 to the registrant’s Annual Report on Form 10-K filed March 3, 2022).
−Removed: 10.7+ Offer Letter from the Registrant to Matthew Rubinger, dated Ju ly 30, 2021 (incorporated by reference from Exhibit 10.7 to the registrant’s Annual Report on Form 10-K filed March 3, 2021).
+Added: 10.7+ Offer Letter from the Registrant to Matthew Rubinger, dated July 30, 2021 (incorporated by reference from Exhibit 10.7 to the registrant’s Annual Report on Form 10-K filed March 3, 2021).
10.8+ Offer Letter from the Registrant to David S.
Rosenblatt, dated February 5, 2021 (incorporated by reference from Exhibit 10.7 to the Form S-1).
−Removed: 10.9+ Offer Letter from the Registrant to Thomas Etergino , dated February 2 5, 202 2 (incorporated by reference from Exhibit 10.
−Removed: 1 filed with the registrant ’ s Current Report on Form 8-K filed March 1, 2022).
+Added: 10.9+ Offer Letter from the Registrant to Thomas Etergino, dated February 25, 2022 (incorporated by reference from Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K filed March 1, 2022).
10.10+ Offer Letter from the Registrant to Ross A.
3 unchanged sentences
Executive Severance Plan (incorporated by reference from Exhibit 10.11 to the Form S-1).
−Removed: 10.13+ Amended and Restated Non-Employee Director Compensation Policy of the Board of Directors of 1stdibs.com, Inc.
−Removed: (incorporated by reference from Exhibit 10.1 to the r egistrant’s Quarterly Report on Form 10-Q filed on August 11, 2022).
+Added: 10.13+* Second Amended and Restated Non-Employee Director Compensation Policy of the Board of Directors of 1stdibs.com, Inc.
+Added: 10.14 Sublease Agreement, dated as of August 16, 2023, by and between 1stdibs.com, Inc.
+Added: and Intuit Inc.
+Added: (incorporated by reference from Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K filed August 22, 2023).
+Added: 10.15 Lease Agreement, dated as of November 3, 2023, by and between 300 Park Ave.
+Added: and 1stdibs.com, Inc.
+Added: (incorporated by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 9, 2022).
21.1* List of Subsidiaries .
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97* 1stdibs.com, Inc.
+Added: Incentive-Based Compensation Recoupment Policy, effective October 2, 2023.
101.INS* Inline XBRL Instance Document:
10 unchanged sentences
# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.
−Removed: 34 47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the Company specifically incorporates it by reference.
+Added: 34 47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the Company specifically incorporates it by reference.
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on March 3, 2023.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on February 29, 2024.
1STDIBS.COM, INC.
8 unchanged sentences
Signature Title Date
−Removed: Rosenblatt Chief Executive Officer and Director March 3, 2023
+Added: Rosenblatt Chief Executive Officer and Director February 29, 2024
(Principal Executive Officer)
−Removed: /s/ Thomas Etergino Chief Financial Officer March 3, 2023
+Added: /s/ Thomas Etergino Chief Financial Officer February 29, 2024
Thomas Etergino
1 unchanged sentence
/s/ Matthew R.
−Removed: Cohler Director March 3, 2023
−Removed: Hickok Director March 3, 2023
+Added: Cohler Director February 29, 2024
+Added: Hickok Director February 29, 2024
/s/ Andrew G.
−Removed: Robb Director March 3, 2023
−Removed: Schipper Director March 3, 2023
−Removed: Volent Director March 3, 2023
+Added: Robb Director February 29, 2024
+Added: Schipper Director February 29, 2024
+Added: /s/ Everette Taylor Director February 29, 2024
+Added: Everette Taylor
+Added: Volent Director February 29, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.