What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-02-29 · 253 added, 293 removed, 751 unchanged (42% of the section changed)

6 unchanged sentences

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of 1stdibs.com, Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

Adoption of Accounting Standard Update (ASU) No.

2016-02, Leases (Topic 842)

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases effective January 1, 2022 due to the adoption of Accounting Standards Update (ASU) No.

2016-02, Leases (Topic 842).

Basis for Opinion

15 unchanged sentences

New York, New York

February 29, 2024

March 3, 2025

1STDIBS.COM, INC.

4 unchanged sentences

Short-term investments 77,919 101,926

Restricted cash, current — 1,500

Accounts receivable, net of allowance for doubtful accounts of $ 13 and $ 188 at December 31, 2024 and 2023, respectively

30 unchanged sentences

Treasury stock, at cost;

823,483 and zero shares as of December 31, 2023 and December 31, 2022, respectively

6,443,522 and 823,483 shares as of December 31, 2024 and December 31, 2023, respectively

( 31,618 ) ( 3,496 )

Additional paid-in capital 463,224 451,282

28 unchanged sentences

Net loss $ ( 18,633 ) $ ( 22,699 ) $ ( 22,538 )

Accretion of redeemable convertible preferred stock to redemption value — — ( 7,061 )

Net loss attributable to common stockholders $ ( 22,699 ) $ ( 22,538 ) $ ( 28,024 )

Net loss per share attributable to common stockholders—basic and diluted $ ( 0.57 ) $ ( 0.59 ) $ ( 1.08 )

Net loss per share—basic and diluted $ ( 0.49 ) $ ( 0.57 ) $ ( 0.59 )

Weighted average common shares outstanding—basic and diluted 37,820,400 39,724,697 38,479,437

9 unchanged sentences

( 131 ) 75 ( 127 )

Unrealized gains on marketable securities, net of tax of $ 0 for the years ended December 31, 2023, 2022, and 2021

Unrealized (losses) gains on short-term investments, net of tax of $ 0 for the years ended December 31, 2024, 2023, and 2022

Comprehensive loss $ ( 18,818 ) $ ( 22,529 ) $ ( 22,665 )

1 unchanged sentence

1STDIBS.COM, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Amounts in thousands, except share amounts)

Redeemable Convertible

Preferred Stock Common Stock Additional

Capital Accumulated

Deficit Accumulated Other

Comprehensive

Stockholders’ Equity (Deficit)

Shares Amount Shares Amount

Balances as of December 31, 2020 19,243,795 $ 298,525 11,376,048 $ 114 $ — $ ( 243,858 ) $ ( 202 ) $ ( 243,946 )

Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering ( 19,243,795 ) ( 305,586 ) 19,243,795 192 305,394 — — 305,586

Issuance of common stock in connection with initial public offering, net of issuance costs of $ 14,762

— — 6,612,500 66 117,422 — — 117,488

Accretion of redeemable convertible preferred stock to redemption value — 7,061 — — ( 3,400 ) ( 3,661 ) — ( 7,061 )

Issuance of common stock for acquisition of Design Manager — — 45,152 1 766 — — 767

Issuance of common stock for exercise of stock options — — 677,569 7 2,722 — — 2,729

Issuance of common stock for cashless exercise of warrants — — 35,665 — — — —

Vested restricted stock units converted to common shares — — 800 — — — — —

Stock-based compensation — — — — 2,865 — — 2,865

Foreign currency translation adjustment — — — — — ( 27 ) ( 27 )

Net loss — — — — — ( 20,963 ) — ( 20,963 )

Balances as of December 31, 2021 — $ — 37,991,529 $ 380 $ 425,769 $ ( 268,482 ) $ ( 229 ) $ 157,438

See accompanying notes to the consolidated financial statements

1STDIBS.COM, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Amounts in thousands, except share amounts)

5 unchanged sentences

Balances as of December 31, 2021

37,991,529 $ 380 $ 425,769 $ ( 268,482 ) $ ( 229 ) $ — $ 157,438

Issuance of common stock for exercise of stock options 509,694 5 2,030 — — — 2,035

4 unchanged sentences

Balances as of December 31, 2022

39,260,193 $ 393 $ 439,005 $ ( 291,020 ) $ ( 356 ) $ — $ 148,022

Issuance of common stock for exercise of stock options 89,251 1 352 — — — 353

Vested restricted stock units converted to common shares, net of shares net settled for taxes 1,389,175 13 ( 621 ) — — — ( 608 )

Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 1,389,175 13 ( 621 ) — — — ( 608 )

Stock-based compensation — — 12,546 — — — 12,546

4 unchanged sentences

39,915,136 $ 407 $ 451,282 $ ( 313,719 ) $ ( 186 ) $ ( 3,496 ) $ 134,288

Issuance of common stock for exercise of stock options 201,779 2 815 — — — 817

Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 1,330,990 13 ( 3,794 ) — — — ( 3,781 )

Stock-based compensation — — 14,921 — — — 14,921

Repurchase of common stock ( 5,620,039 ) — — — — ( 28,122 ) ( 28,122 )

Other comprehensive loss — — — — ( 185 ) — ( 185 )

Net loss — — — ( 18,633 ) — — ( 18,633 )

Balances as of December 31, 2024

35,827,866 $ 422 $ 463,224 $ ( 332,352 ) $ ( 371 ) $ ( 31,618 ) $ 99,305

See accompanying notes to the consolidated financial statements

9 unchanged sentences

Stock-based compensation expense 14,776 12,363 11,214

Change in fair value of deferred acquisition consideration — — 427

Provision for transaction losses, returns and refunds 1,080 875 781

1 unchanged sentence

Amortization of operating lease right-of-use assets 3,423 2,596 2,541

Deferred rent — — ( 194 )

Gain on sale of Design Manager — — ( 9,684 )

Accretion of discounts and amortization of premiums on marketable securities, net ( 3,390 ) — —

Accretion of discounts and amortization of premiums on short-term investments, net 41 ( 3,390 ) —

Other, net ( 137 ) ( 318 ) 195

10 unchanged sentences

Cash flows from investing activities:

Purchase of short-term investments ( 191,093 ) — —

Maturities of short-term investments 91,983 92,653 —

Sales of short-term investments 18,296 — —

Purchases of short-term investments ( 86,368 ) ( 191,093 ) —

Development of internal-use software ( 1,304 ) ( 1,706 ) ( 1,871 )

2 unchanged sentences

Other, net 302 2 ( 6 )

Net cash (used in) provided by investing activities ( 100,232 ) 12,641 ( 2,269 )

Net cash provided by (used in) investing activities 22,291 ( 100,232 ) 12,641

Cash flows from financing activities:

Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions — — 122,993

Proceeds from exercise of stock options 817 353 2,035

1 unchanged sentence

Payments for taxes related to net share settlement of stock-based compensation awards ( 3,780 ) ( 608 ) —

Payment of deferred acquisition consideration — — ( 640 )

Payment of deferred offering costs — — ( 5,032 )

Net cash (used in) provided by financing activities ( 30,706 ) ( 3,629 ) 2,035

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 29 ) 349 ( 278 )

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 117,068 ) ( 13,516 ) 113,364

Net decrease in cash, cash equivalents, and restricted cash ( 11,354 ) ( 117,068 ) ( 13,516 )

Cash, cash equivalents, and restricted cash at beginning of the period 40,975 158,043 171,559

4 unchanged sentences

Supplemental disclosure of non-cash activities:

Accretion of redeemable convertible preferred stock to redemption value $ — $ — $ 7,061

Conversion of redeemable convertible preferred stock in connection with initial public offering — — 305,586

Change in deferred offering costs included in accounts payable and accrued expenses — — ( 872 )

Issuance of common stock for Design Manager acquisition — — 767

Recording of right of use asset $ 3,483 $ — $ —

Recording of lease liability $ ( 3,483 ) $ — $ —

See accompanying notes to the consolidated financial statements

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of the Business and Basis of Presentation

Nature of the Business

Description of the Business and Basis of Presentation

Description of the Business

1stdibs.com, Inc.

(“1stDibs” or the “Company”) is one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage & antique furniture, contemporary furniture, home décor, jewelry, watches, art, and fashion.

The Company’s thoroughly vetted seller base, in-depth marketing content, and custom-built technology platform create trust in the Company’s brand and facilitate high-consideration purchases of luxury design products online.

By disrupting the way these items are bought and sold, 1stDibs is both expanding access to, and growing the market for, luxury design products.

The Company’s sellers, who undergo an evaluation by its in-house experts to vet the integrity of their listings, in-depth marketing content, and custom-built technology platform create trust in the Company’s brand and facilitate high-consideration purchases of luxury design items online.

By disrupting the way these items are bought and sold, 1stDibs is both expanding access to, and growing the market for, luxury design items.

The Company was incorporated in the state of Delaware on March 10, 2000 and is headquartered in New York, NY.

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, 1stdibs.com, Ltd.

and 1stdibs Design Manager, Inc.

(“Design Manager”).

The Company sold its equity interest in Design Manager on June 29, 2022, therefore, the consolidated statements of operations for the year ended December 31, 2022 include activity relating to Design Manager through the sale date.

The consolidated balance sheets as of December 31, 2023 and 2022 no longer includes the assets, liabilities, and equity amounts associated with Design Manager.

See Note 3 “Acquisitions & Disposals” for further details.

All intercompany accounts and transactions have been eliminated in consolidation.

1 unchanged sentence

Summary of Significant Accounting Policies

Initial Public Offering

The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective by the SEC on June 9, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on June 10, 2021.

On June 14, 2021, the Company completed its initial public offering of 6,612,500 shares of its common stock at a price to the public of $ 20.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 862,500 shares of the Company’s common stock.

The Company received net proceeds of $ 123.0 million after deducting underwriters’ discounts and commissions, before deducting offering costs.

Upon the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 19,243,795 shares of common stock.

Prior to the IPO, deferred offering costs, which consisted of direct incremental legal, accounting, and other third-party fees relating to the IPO, were capitalized in other current assets in the consolidated balance sheets.

Upon completion of the IPO, the $ 5.5 million of deferred offering costs were reclassified into additional paid-in capital and accounted for as a reduction of the IPO proceeds in the consolidated balance sheets.

On May 25, 2021, the Company’s Board of Directors approved an amended and restated certificate of incorporation of the Company effecting a 1-for-3 reverse stock split of the Company’s issued and outstanding shares of redeemable convertible preferred stock and common stock.

This was approved by the stockholders on May 28, 2021, and the split was effected on May 28, 2021 without any change in the par value per share.

All information related to the Company’s redeemable convertible preferred stock, common stock, common stock warrants, and stock options, as well as the per share amounts, have been retroactively adjusted to give effect to the 1-for-3 reverse stock split for all periods presented.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of useful lives, income taxes, and the valuation of stock-based compensation and leases.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, provision for transaction losses, allowance for doubtful accounts, impairment assessment of goodwill, capitalization of internal-use software and the determination of useful lives, income taxes, and the valuation of stock-based compensation and leases.

The Company evaluates its estimates and assumptions on an ongoing basis.

1 unchanged sentence

Foreign Currency and Currency Translation

The Company has determined that the functional currency for its foreign operation is the currency of the primary cash flow of the operation, which is generally the local currency in which the operation is located.

The Company has determined that the functional currency for its foreign operations is the currency of the primary cash flow of the operation, which is generally the local currency in which the operation is located.

All assets and liabilities are generally translated into U.S.

1 unchanged sentence

Income and expenses are translated at the average exchange rate in effect during the period.

Unrealized translation gains and losses are recorded as a translation adjustment, which is included in the consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) as a component of accumulated other comprehensive loss.

Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in foreign exchange gain (loss) in other, net in the consolidated statements of operations.

Unrealized translation gains and losses are recorded as a translation adjustment, which is included in the consolidated statements of stockholders’ equity as a component of accumulated other comprehensive loss.

Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other, net in the consolidated statements of operations.

Segment Information

An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision maker.

An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”).

The Company operates and manages its business as one reportable and operating segment.

1 unchanged sentence

The Company’s single reportable and operating segment contains one reporting unit, which consists of the Company’s online marketplace that enables commerce between sellers and buyers.

The CODM regularly reviews the GAAP consolidated statement of operations from a significant expense perspective when evaluating financial performance and allocating resources.

While the CODM also reviews other funnel metrics regularly (GMV, Number of Orders, etc.), there are no additional significant segment expenses other than those disclosed in the consolidated statements of operations included within this section, Item 8.

Financial Statements.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business Combinations

6 unchanged sentences

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments.

Cash and cash equivalents are placed with large financial institutions that management believes are of high credit quality.

At times, the Company’s cash balances with individual banking institutions are in excess of federally insured limits.

The Company has not experienced any credit losses related to its cash and cash equivalents balance.

As of December 31, 2023 and 2022, the Company had no single customer that represented more than 10% of its net revenue.

The risk for short-term investments is mitigated by the high quality nature of the investments.

The Company has not experienced any credit losses related to its cash, cash equivalents and short-term investments.

As of December 31, 2024 and 2023, the Company had no single seller, who the Company considers its customers, that represented more than 10% of its net revenue.

Cash, Cash Equivalents, and Restricted Cash

8 unchanged sentences

During the year ended December 31, 2024, the Company purchased $ 28.8 million of available-for-sale securities classified as cash equivalents.

During the years ended December 31, 2022 and 2021, there were no purchases

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of available-for-sale securities.

The Company’s restricted cash relates to a $ 3.3 million Letter of Credit for its office lease at 51 Astor Place, New York, NY, and a $ 0.2 million Letter of Credit for its office lease at 300 Park Avenue South, New York, NY.

Additionally, $ 1.5 million was held in a joint escrow account in connection with the sale of Design Manager during the year ended December 31, 2022.

During the year ended December 31, 2023, the Company purchased $ 43.1 million of available-for-sale securities classified as cash equivalents, and there were no purchases of available-for-sale securities during the year ended December 31, 2022.

As of December 31, 2024, the Company’s restricted cash relates to $ 3.7 million in Letters of Credit for its office leases in New York, New York.

Additionally, $ 1.5 million was held in a joint escrow account in connection with the sale of 1stdibs Design Manager, Inc.

(“Design Manager”) during the year ended December 31, 2022.

During the year ended December 31, 2023, the restriction was lifted and the funds were released.

6 unchanged sentences

Additionally, the Company records accrued interest receivable within other current assets on its consolidated balance sheets.

Accrued interest receivable was $ 0.5 million as of December 31, 2023 and there was no accrued interest receivable as of December 31, 2022.

Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of other comprehensive income (loss) until the security is sold, has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss.

Accrued interest receivable was $ 0.6 million and $ 0.5 million as of December 31, 2024 and December 31, 2023, respectively.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

security has declined below its adjusted cost basis and the decline is not due to a credit loss.

Realized gains and losses on short-term investments are calculated based on the specific identification method and are reclassified from accumulated other comprehensive loss to other, net in the Company’s consolidated statements of operations.

6 unchanged sentences

The ultimate value realized on these securities is subject to market price volatility until they are sold.

The Company did not recognize any credit losses related to available-for-sale debt securities during the year ended December 31, 2023.

The Company did not recognize any credit losses related to available-for-sale debt securities during the years ended December 31, 2024 and 2023.

Accounts Receivable, net

3 unchanged sentences

The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

Losses are charged against the allowance when management believes the un-collectability of a receivable is confirmed and subsequent recoveries, if any, are credited to the allowance.

Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed and subsequent recoveries, if any, are credited to the allowance.

Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable.

1 unchanged sentence

Receivables from Payment Processors and Payables Due to Sellers

Receivables from payment processors represent amounts received from buyers via third-party payment processors which will be deposited by the payment processors to 1stDibs’ bank accounts for payment to sellers and shipping carriers.

The Company also collects sales tax from buyers on behalf of sellers in certain jurisdictions as a marketplace facilitator and remits these collected taxes directly to the tax authorities.

The portion of the cash and related receivable remaining after deducting the Company’s commission and processing fees represents the total payables due to third parties, which consists of payables due to sellers, payables due to shipping carriers in instances where 1stDibs’ shipping services are elected by sellers, and payables due to tax authorities.

The Company establishes

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

an allowance for seller refunds for amounts that sellers owe the Company after a return is processed.

Receivables from payment processors represent amounts received from buyers via third-party payment processors which

will be deposited by the payment processors to 1stDibs’ bank accounts for payment to sellers and shipping carriers.

The Company also collects and remits sales tax from buyers on behalf of sellers in certain jurisdictions as a marketplace facilitator.

The portion of the cash and related receivable remaining after deducting the Company’s commission from its sellers and processing fees represents the total payables due to third parties, which consists of payables due to sellers, payables due to shipping carriers in instances where 1stDibs’ shipping services are elected by sellers, and payables due to tax authorities.

The Company establishes an allowance for seller refunds for amounts that sellers owe the Company after a return is processed.

The allowance for seller refunds was $ 0.1 million and $ 0.2 million at December 31, 2024 and 2023, respectively and included in other current assets on the Company’s consolidated balance sheets.

1 unchanged sentence

Property and equipment are stated at cost, net of accumulated depreciation and amortization.

Depreciation and amortization are computed using the straight-line method over the estimated useful lives.

Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful lives.

The Company capitalizes costs related to internal-use software during the application development stage, including consulting costs and compensation expenses related to employees who devote time to the development projects.

4 unchanged sentences

Capitalized costs associated with internal-use software are amortized on a straight-line basis over their estimated useful life, which is generally three years , and are included in cost of revenue in the consolidated statements of operations.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The general range of useful lives of property and equipment is as follows:

20 unchanged sentences

Based on the Company’s assessments, there were no impairment losses recorded during the years ended December 31, 2024, 2023 and 2022.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective January 1, 2022, the Company adopted ASU 2016-02, utilizing the modified retrospective adoption approach.

The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease.

7 unchanged sentences

Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses.

Prior to adoption, during the fiscal years ended December 31, 2021 and prior, the Company accounted for leases under ASC 840, whereby rent expense associated with operating leases was recognized on a straight-line basis over the lease term.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

14 unchanged sentences

The table below segregates all assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date:

December 31, 2024

(in thousands) Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market fund $ 6,795 $ — $ — $ 6,795

Treasury securities — 3,199 — 3,199

Total cash equivalents $ 6,795 $ 3,199 $ — $ 9,994

Short-term investments:

Commercial paper $ — $ 2,263 $ — $ 2,263

Corporate notes — 27,092 — 27,092

Treasury securities — 14,852 — 14,852

Government agency securities — 33,712 — 33,712

Total short-term investments $ — $ 77,919 $ — $ 77,919

1STDIBS.COM, INC.

13 unchanged sentences

There were no transfers between Level 1, Level 2 or Level 3 during the years ended December 31, 2024 and 2023.

As of December 31, 2023, all other financial instruments not included in the table above were classified as Level 1.

As of December 31, 2022, the carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, net, prepaid expenses, receivables from payment processors, other current assets, accounts payable, payables due to sellers, accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these assets and liabilities, and therefore were all classified as Level 1.

The Company’s cash equivalents and short-term investments for the periods presented were valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs and were classified as Level 1 or Level 2, accordingly.

As of December 31, 2024 and 2023, all other financial instruments not included in the table above were classified as Level 1.

Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements.

2 unchanged sentences

The Company follows the provisions of the authoritative guidance from the Financial Accounting Standards Board (“FASB”) on accounting for uncertainty in income taxes.

These provisions provide a comprehensive model for the recognition, measurement, and disclosure in the financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return.

Under these provisions, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position.

Otherwise, no benefit can be recognized.

Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

As of each balance sheet date, unresolved uncertain tax positions must be reassessed.

Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes.

For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities.

The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement.

The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes.

As of December 31, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in its foreign subsidiary are indefinitely invested.

Any required adjustment to the income tax provision (benefit) would be reflected in the period that the Company changes this assessment.

The Company recognizes the tax on global intangible low-taxed income (“GILTI”) earned by foreign subsidiaries as a period expense in the period the tax is incurred.

Net Loss per Share Attributable to Common Stockholders

The Company applies the two-class method to compute basic and diluted net loss per share when shares meet the definition of participating securities.

The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings.

The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income taxes as a current period expense rather than including these amounts in the measurement of deferred taxes.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period without consideration of potentially dilutive common stock.

Diluted earnings per share is computed by dividing the diluted earnings by the weighted average number of common shares outstanding for the period, including potential dilutive common shares using the treasury stock method.

For periods in which the Company reports net losses, diluted net loss per common share is the same as basic net loss per common share because including common stock equivalents would be anti-dilutive

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed.

During periods of loss, there is no allocation required under the two-class method.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period without consideration of potentially dilutive common stock.

Diluted earnings per share attributable to common stockholders is computed by dividing the diluted earnings attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares.

For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive shares of common stock are not assumed to have been issued since their effect is anti-dilutive.

Treasury Stock

In August 2023, the Company’s Board of Directors authorized the Company to repurchase up to an aggregate of $ 20.0 million of the Company's common stock (“Stock Repurchase Program”) traded on public markets.

In August 2023, the Board of Directors authorized the Company to repurchase up to an aggregate of $ 20.0 million of its common stock (“2023 Stock Repurchase Program”).

In June 2024, the Board of Directors authorized an increase to the Company’s 2023 Stock Repurchase Program to an aggregate repurchase amount of $ 25.5 million, and subsequently announced the completion of its 2023 Stock Repurchase Program.

In August 2024, the Board of Directors authorized the Company to repurchase up to an aggregate of $ 10.0 million of its common stock (“2024 Stock Repurchase Program”).

The repurchases may be affected, from time-to-time, through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18 of the Exchange Act.

The repurchase programs are not subject to a termination or expiration date, and it does not obligate the Company to acquire any specific number of shares.

The timing, price and volume of repurchases will be based on a number of factors, including market conditions, relevant securities laws, and other considerations.

The repurchased common stock is classified as treasury stock on the consolidated balance sheets.

2 unchanged sentences

Revenue Recognition

The Company’s net revenue consists principally of seller marketplace services, advertisements, and prior to the sale of Design Manager, software services.

The Company’s net revenue consists principally of seller marketplace services.

Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees.

Revenue is recognized as the Company transfers control of promised goods or services to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Control is transferred when the buyer and seller have agreed to the sale.

The Company does not obtain legal title to or control the goods being purchased.

The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, has the latitude in establishing pricing and selecting suppliers, among other factors.

The Company does not have any remaining performance obligations associated with contracts with terms greater than one year.

Seller Marketplace Services (Marketplace Transactions, Subscriptions, and Listings)

Marketplace Transactions

The Company charges sellers commission and processing fees for successful purchases through its online marketplace.

For the items purchased through the 1stDibs online marketplace, the Company collects the gross merchandise value from the buyer, and recognizes the associated revenue on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services.

The commission fees range from 5 % to 50 % and processing fees are 3 % of the buyer’s total payment, net of expected refunds.

For the items purchased through the 1stDibs online marketplace, the Company collects the Gross Merchandise Value (“GMV”) from the buyer, and recognizes the associated revenue on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services.

The commission fees range from 5 % to 50 % of GMV and processing fees, which are approximately 3 % of the buyer’s total payment, net of expected refunds.

If a seller accepts a return or refund of an on-platform purchase, the related commission and processing fees are refunded to the seller.

2 unchanged sentences

The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction.

We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or a lower monthly subscription fee and higher commission rates.

Additionally, some sellers have no monthly subscription fees and higher commission rates, however, the Company no longer offers this option to new sellers.

Subscriptions

The Company offers its sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or a lower monthly subscription fee and higher commission rates.

Sellers receive the benefit of marketplace activities, including listing items for sale, completing sales transactions, and payments processing, which represents a single stand-ready performance obligation.

The Company has determined that its customers are sellers on its online marketplace since sellers pay for the use of the platform to sell their inventory.

For sellers that pay a subscription, it is on an annual basis, payable monthly, therefore the fee is recognized monthly.

Subscription fees are calculated on an annual basis, payable and recognized monthly.

If during the annual subscription period a seller ceases to make its monthly payment, the Company is no longer obligated to provide the subscribed services and the seller can be terminated at the Company’s sole discretion.

The Company earns listing fees from sellers on a per item basis as directed by the seller to promote certain items at the seller’s discretion.

Listing fees are recognized ratably over time when the listing is publicly posted.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company earns listing fees from sellers on a per item basis as directed by the seller to promote certain items at the seller’s discretion.

Listing fees are recognized ratably over time when the listing is publicly posted.

Advertisements

3 unchanged sentences

Impressions are considered delivered when an ad is displayed to users.

Software Services

Through the Company’s former subsidiary, Design Manager, the Company offered subscriptions to access software typically used by interior designers.

Subscriptions did not provide customers with the right to take possession of the software supporting the applications and, as a result, were accounted for as service contracts.

The Company offered both monthly and annual subscriptions.

For software services, the Company offered subscriptions to customers that were tailored to design firms as an end-to-end business solution for project management and accounting and entered into agreements with the customers through their acceptance of online terms of service, which specified the terms of services and fees, prior to the customers receiving access to the software platform.

On June 29, 2022, the Company sold Design Manager and no revenue related to software services has been recognized since the sale date.

Contract Costs

6 unchanged sentences

A contract liability is an obligation to transfer goods or services for which consideration has been received or is due to a customer.

Contract liabilities consist of deferred revenue that is unearned related to advertising fees charged to sellers for which advertisements have not been delivered and to a lesser extent setup fees charged to new sellers at the inception of service.

Prior to the sale of Design Manager deferred revenue also included software subscription fees.

Deferred revenue for software and advertising fees is recognized as revenue in the periods in which our performance obligations are satisfied.

Deferred revenue for setup fees is recognized as revenue over the expected life of the seller relationship, which the Company determined to be three years .

As of December 31, 2023 and 2022, deferred revenue was $ 0.1 million and $ 0.2 million, respectively.

The current portion of deferred revenue was $ 0.1 million as of both December 31, 2023 and 2022, and are included in other current liabilities in the Company’s consolidated balance sheets.

The non-current portion of deferred revenue was less than $ 0.1 million as of both December 31, 2023 and 2022, and is included in other liabilities in the Company’s consolidated balance sheets.

Contract liabilities consist of deferred revenue that is unearned related to advertising fees charged to sellers for which advertisements have not been delivered.

Deferred revenue for advertising fees is recognized as revenue in the periods in which our performance obligations are satisfied.

As of December 31, 2024 and 2023, deferred revenue was less than $ 0.1 million and $ 0.1 million, respectively.

Cost of Revenue

Cost of revenue includes payment processor fees, hosting expenses, and resold software usage and services.

No resold software usage and services expense has been recognized after the sale of Design Manager.

Cost of revenue also includes expenses associated with payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations, amortization of internal-use software, and consulting costs.

Cost of revenue includes payment processor fees, hosting expenses, and expenses associated with payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations, amortization of internal-use software, and consulting costs.

In certain transactions where 1stDibs shipping and logistics services are elected by sellers, the Company enables shipping of items purchased from the seller to the buyer.

3 unchanged sentences

Advertising expenses consist primarily of costs incurred promoting and marketing the Company’s online marketplace, such as costs associated with acquiring new users through performance-based marketing, social media, email, and events.

Promotional discounts and incentives represent incentives solely to end buyers and, therefore, are not

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

considered payments made to the Company’s customers.

Promotional discounts and incentives represent incentives solely to end buyers and, therefore, are not considered payments made to the Company’s customers.

Buyers are not customers because access to the 1stDibs online marketplace is free for buyers and the Company has no performance obligations with respect to buyers.

6 unchanged sentences

This amortization expense related to internal-use software is included in cost of revenue in the consolidated statements of operations.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

General and Administrative

5 unchanged sentences

Restructuring Charges

In June 2023, the Company announced a workforce reduction designed to reduce operating costs and realign investment priorities involving the reduction of approximately 20 % of the Company’s global workforce.

As a result of the reduction, the Company incurred approximately $ 2.0 million in restructuring charges during the year ended December 31, 2023, consisting primarily of employee severance and benefits costs.

During the year ended December 31, 2023, $ 1.6 million has been paid in connection with the June 2023 restructuring and $ 0.4 million is included in accrued expenses on the Company’s consolidated balance sheet as of December 31, 2023.

As of December 31, 2023, the restructuring plan was completed and no additional significant amounts are expected to be recognized.

In September 2022, the Company announced and implemented a restructuring plan to reduce operational costs and realign investment priorities involving the reduction of approximately 10 % of the Company’s workforce.

As a result of the reduction, the Company incurred approximately $ 0.7 million in restructuring charges, consisting primarily of employee severance and benefits costs.

As of December 31, 2022, the restructuring plan was completed and no additional significant amounts are expected to be recognized.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In June 2023, the Company announced a workforce reduction designed to further reduce operating costs and further realign investment priorities involving the reduction of approximately 20 % of the Company’s global workforce.

During the year ended December 31, 2024, the Company incurred $ 1.4 million of additional employee severance and benefits costs relating to a further workforce reduction.

The majority of the $ 1.3 million of severance accrued as of December 31, 2024 is anticipated to be paid during the year ending December 31, 2025, while approximately $ 0.1 million is expected to be paid during the first quarter of 2026.

The following table displays a rollforward of the charges to the accrued balance as of December 31, 2024:

7 unchanged sentences

Balance, December 31, 2024

The expense is included within the respective financial statement line items on the consolidated statement of operations as shown in the table below for the years ended December 31, 2023, and 2022.

There was no expense included in the year ended December 31, 2021.

The employee severance and benefits costs are included within the respective financial statement line items on the consolidated statement of operations as shown in the table below for the years ended December 31, 2024, 2023 and 2022.

Year Ended December 31,

6 unchanged sentences

Stock-Based Compensation

The Company measures all stock-based awards granted to employees, directors, and non-employees based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award, and recognizes forfeitures as they occur.

The fair value of restricted stock units is estimated on the date of grant based on the fair value of the Company’s common stock.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock, expected stock price volatility, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield.

The Company recognizes forfeitures as they occur.

The fair value of

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

restricted stock units is based on the closing price of the Company's common stock on the grant date.

The Company has not issued any stock options during the years ended December 31, 2024 or 2023;

however, for stock options issued prior, the fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model, which required inputs based on certain subjective assumptions, including the closing price of the Company's common stock on the grant date, expected stock price volatility, the expected term of the award, the risk-free interest rate for a period that approximated the expected term of the option, and the Company’s expected dividend yield.

Expected volatility was calculated based on the implied volatilities from market comparisons of certain publicly traded companies and other factors.

The expected option term was calculated based on the simplified method based on options that had been granted to date, which uses the midpoint between the vesting date and the contractual term, as the Company has not had sufficient historical data to develop an estimate based on participant behavior.

The expected option term was calculated based on the simplified method based on options that had been granted to date, which used the midpoint between the vesting date and the contractual term, as the Company at the time of the last option grant did not have sufficient historical data to develop an estimate based on participant behavior.

The risk-free interest rate was based on the U.S.

1 unchanged sentence

The Company has not paid dividends and has no foreseeable plans to pay dividends.

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs or service payments are classified.

Recent Accounting Pronouncements

4 unchanged sentences

As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) ASU 2016-13, Financial Instruments - Credit Losses, which replaces the incurred loss impairment methodology with a methodology that requires the reflection of expected credit losses and also requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

For most financial instruments, the standard requires the use of a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which generally results in the earlier recognition of credit losses on financial instruments.

The Company adopted this standard effective January 1, 2023 under a modified retrospective basis and considers forward-looking information to estimate expected credit losses.

No adjustment to accumulated deficit was recorded as the adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The standard will require all public entities, including those with a single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis.

The guidance requires a public entity to disclose the significant expense categories and amounts that are regularly provided to the chief operating decision-maker.

This standard is effective for annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

The Company adopted the standard effective for the year ended December 31, 2024, its impact was not material for its consolidated financial statements or related disclosures, updates to the disclosure are included within this Note 2, “Summary of Significant Accounting Policies.”

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

The new standard is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

The Company expects the adoption of the standard will require additional disclosures, but will not have a financial impact on the Company’s consolidated balance sheets and statement of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard was issued to improve disclosures regarding the types of expenses included in commonly presented expense captions.

The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

Acquisitions & Disposals

4 unchanged sentences

On June 29, 2022, the Company sold 100 % of its equity interest in Design Manager for a purchase price of $ 14.8 million.

The Company received net cash proceeds of $ 14.6 million, of which $ 1.5 million was held in a joint escrow account for 12 months from the date of the sale and was recorded as restricted cash, current in the Company’s 2022 consolidated balance sheet.

Additionally, a net gain on the sale of $ 9.7 million was recognized during the year ended December 31, 2022, and is included in loss from operations on the consolidated statement of operations.

The Company received net cash proceeds of $ 14.6 million, of which $ 1.5

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million was held in a joint escrow account for 12 months from the date of the sale and was released during the year ended December 31, 2023.

Additionally, a net gain on the sale of $ 9.7 million was recognized during the year ended December 31, 2022, and was included in loss from operations on the consolidated statement of operations.

Revenue Recognition

5 unchanged sentences

Total net revenue $ 88,257 $ 84,684 $ 96,849

The Company generates revenue from seller marketplace services and other services.

The Company generates net revenue from seller marketplace services and other services.

Seller marketplace services primarily consist of marketplace transaction, subscription, and listing fees.

Other services primarily consist of advertising revenues generated from displaying ads on the Company’s online marketplace and software services revenue related to Design Manager,

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

typically used by interior designers.

Design Manager was sold on June 29, 2022;

therefore, no related net revenue for software services was recognized after the sale date.

Other services consist of other charges to the Company’s sellers including advertising revenues generated from displaying ads on the Company’s online marketplace.

Net revenue by geographic region is determined based on the region the buyer is located in.

For the years ended December 31, 2024, 2023, and 2022, approximately 82 %, 83 % and 84 % of on-platform marketplace transaction net revenue is derived from the United States, respectively, and no individual country’s net revenue exceeded 10% of total net revenue.

Contract Balances from Contracts with Customers

2 unchanged sentences

Balance as of December 31, 2022

Billings 1,502

Revenue recognized ( 160 )

Reduction resulting from the sale of Design Manager ( 602 )

Balance as of December 31, 2023

4 unchanged sentences

As of December 31, 2023, the Company recorded $ 0.5 million of costs to obtain revenue contracts, of which $ 0.3 million was included in other current assets, and $ 0.2 million was included in other assets.

Amortization of costs to obtain revenue contracts totaled $ 0.3 million, $ 0.3 million, and $ 0.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, and are included in sales and marketing in the Company’s consolidated statements of operations.

Amortization of costs to obtain revenue contracts totaled $ 0.3 million for each of the years ended December 31, 2024, 2023, and 2022, and are included in sales and marketing in the Company’s consolidated statements of operations.

Short-Term Investments

The following table summarizes the estimated value of the Company’s short-term investments as of December 31, 2023:

The following tables summarize the estimated value of the Company’s short-term investments as of December 31, 2024 and 2023:

December 31, 2024

13 unchanged sentences

$ 77,878 $ 96 $ ( 55 ) $ 77,919

As of December 31, 2022, the Company had no short-term investments.

The Company does not intend to sell the investments and it is not more likely than not that the company will be required to sell these before recovery.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

(in thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value

Commercial paper $ 18,101 $ 14 $ ( 3 ) $ 18,112

Corporate notes 7,621 20 — 7,641

Treasury securities 11,975 2 ( 6 ) 11,971

Government agency securities 64,134 89 ( 21 ) 64,202

Total short-term investments $ 101,831 $ 125 $ ( 30 ) $ 101,926

The Company recognized less than $ 0.1 million of realized losses related to sales of $ 18.7 million in available-for-sale debt securities during the year ended December 31, 2024.

There were no realized gains or losses during the years ended December 31, 2023 and 2022.

The Company evaluates securities for expected credit losses on a quarterly basis with consideration given to the financial condition and near-term prospects of the issuer, whether the Company intends to sell the securities, and whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis.

The Company did not recognize any credit losses related to available-for-sale debt securities during the years ended December 31, 2024, 2023, and 2022.

As of December 31, 2024, the Company does not intend to sell the investments and it is more likely than not that the Company will not be required to sell these before recovery.

There were no securities in a continuous unrealized loss position for 12 months or longer.

As of December 31, 2024, the fair value of short-term investments by remaining contractual maturity consisted of the following:

5 unchanged sentences

Accounts receivable, net was $ 0.5 million and $ 0.6 million at December 31, 2024 and 2023, respectively.

The Company recorded an allowance for doubtful accounts of $ 0.2 million and $ 0.1 million as of December 31, 2023 and 2022, respectively.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded an allowance for doubtful accounts of less than $ 0.1 million and $ 0.2 million as of December 31, 2024 and 2023, respectively.

Changes in the allowance for doubtful accounts for the periods presented were as follows:

7 unchanged sentences

Balance as of December 31, 2024

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, net

11 unchanged sentences

Depreciation and amortization expense related to the Company’s property and equipment totaled $ 2.0 million, $ 2.3 million, and $ 2.6 million for the years ended December 31, 2024, 2023, and 2022, respectively, which included amortization expense for internal-use software of $ 1.7 million, $ 2.2 million, and $ 2.5 million, respectively.

The changes in the carrying balance of goodwill for the periods presented were as follows (in thousands):

The changes in the carrying balance of goodwill for the periods presented were as follows:

(in thousands) Amount

Balance as of January 1, 2023

Reduction resulting from the sale of Design Manager ( 3,036 )

Foreign currency translation adjustment 41

Balance as of December 31, 2023

Addition from immaterial acquisition 127

Foreign currency translation adjustment ( 11 )

Balance as of December 31, 2024

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses

1 unchanged sentence

(in thousands) 2024 2023

Shipping $ 2,934 $ 3,597

Compensation & benefits $ 2,611 $ 3,164

Shipping 2,536 2,934

Sales & use taxes payable 1,490 1,534

Accrued severance 1,262 396

Allowance for transaction losses 961 1,172

Payment processor fees 557 970

Allowance for e-commerce returns 401 438

Other 2,615 1,683

2 unchanged sentences

As of December 31, 2024, the Company had $ 19.7 million of operating lease right-of-use assets, $ 4.2 million and $ 18.0 million of current and non-current operating lease liabilities, respectively, and no finance leases on its consolidated balance sheet.

These operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 6.0 years, a weighted-average discount rate of 5.9 %, and do not reflect options to extend or terminate, as management does not consider the exercise of these options to be reasonably certain.

As of December 31, 2023, the Company had $ 19.7 million of operating lease right-of-use assets, $ 3.1 million and $ 18.8 million of current and non-current operating lease liabilities, respectively, and no finance leases on its consolidated balance sheet.

These operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 4.8 years, a weighted-average discount rate of 6.1 %, and do not reflect options to extend or terminate its leases, as management does not

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consider the exercise of these options to be reasonably certain.

The Company paid $ 4.7 million and $ 4.1 million for amounts included in the measurement of lease liabilities during the years ended December 31, 2024 and 2023.

In August 2023, the Company entered into a sublease agreement as the sublessor for its office space in its former New York City headquarters (the “Sublease”).

The Sublease commenced on October 1, 2023 for approximately 78 % of the rentable square feet and expanded to 100 % of the rentable square feet on January 15, 2024.

The sublease ends on December 31, 2029, the expiration date of the Company’s former New York City headquarter’s lease, and contains an option for the lessee to terminate on the third anniversary of the commencement date.

The Sublease contains a five-month rent abatement provision, with an additional abatement against fixed rent for the sixth calendar month.

Beginning in April 2024 the Company will collect monthly lease payments of $ 0.3 million with annual increases over the term.

In addition, the subtenant will be responsible for its proportionate share of certain defined expenses, including increases in taxes after the base year, as well as certain electric, heating, ventilation, and air conditioning charges.

The proportionate share will be 78 % from the commencement of the Sublease until the January 15, 2024, at that time the proportionate share will be increased to 100 %.

The Sublease commenced on October 1, 2023 and ends on December 31, 2029, the expiration date of the Company’s former New York City headquarter’s lease.

It also contains an option for the lessee to terminate on the third anniversary of the commencement date.

Sublease income is recognized as an offset to lease expense on a straight-line basis over the lease term and is included in general and administrative expenses on the Company’s consolidated statement of operations.

During the year ended December 31, 2023, the Company capitalized its $ 1.1 million broker fee paid which is included in other assets on the consolidated balance sheet, and will be amortized over the life of the Sublease in operating expenses in the consolidated statement of operations.

The Company recognized $ 0.9 million of sublease income during the year ended December 31, 2023.

There was no sublease income recognized in the years ended December 31, 2022, and 2021.

In November 2023, the Company entered into a lease agreement, as the lessee, for approximately 13,000 square feet for a new office which is expected to be the Company’s new corporate headquarters in New York City (the “Lease Agreement”).

The Lease Agreement is expected to have a commencement date during the first quarter of 2024 with a five year term and an initial seven month rent abatement period.

The Company recognized $ 3.6 million of sublease income during the year ended December 31, 2024, and $ 0.9 million of sublease income during the year ended December 31, 2023.

There was no sublease income recognized in the year ended December 31, 2022.

During the year ended December 31, 2023, the Company capitalized its $ 1.1 million broker fee paid which is included in other assets on the consolidated balance sheet, and is being amortized over the life of the Sublease in general and administrative expenses in the consolidated statement of operations.

In November 2023, the Company entered into a lease agreement, as the lessee, for approximately 13,000 square feet for the Company’s new corporate headquarters in New York City (the “Lease Agreement”) which commenced in January 2024 with a five year term and an initial seven month rent abatement period.

The Lease Agreement includes an option for the Company to extend the lease for an additional five years .

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company did not enter into any new lease arrangements during the year ended December 31, 2024.

The following table summarizes total lease expense, net for the years ended December 31, 2024 and 2023:

17 unchanged sentences

2029 ( 4,292 ) 3,718

Thereafter ( 4,292 ) 3,718

Total (payments) cash receipts $ ( 25,460 ) $ 17,876

6 unchanged sentences

(in thousands) 2024 2023

Sales and other non-income tax contingencies $ 2,462 $ 1,863

Sales and other indirect tax contingencies $ 1,100 $ 2,462

Buyer deposits 233 377

1 unchanged sentence

Total other current liabilities $ 1,965 $ 3,618

As of December 31, 2023 and 2022, the Company had reserved shares of common stock for issuance in connection with the following:

Options to purchase common stock 3,831,710 4,034,287

Restricted stock units outstanding 3,400,489 2,807,981

Shares available for future grant under the 2021 Plan 3,119,122 3,151,824

Shares available for future grant under the ESPP 1,572,504 1,179,902

Total 11,923,825 11,173,994

Preferred Stock

Effective June 14, 2021, in connection with the closing of the Company’s IPO, the Company’s board of directors (“Board”) is authorized to issue up to 10,000,000 shares of preferred stock, $ 0.01 par value per share, in one or more series.

Effective June 14, 2021, in connection with the closing of the Company’s Initial Public Offering (“IPO”), the Company’s board of directors (“Board”) is authorized to issue up to 10,000,000 shares of preferred stock, $ 0.01 par value per share, in one or more series.

The Company's Board has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

2 unchanged sentences

Each holder of the Company's common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no cumulative rights.

Subject to any preferential rights of any outstanding preferred stock, holders of the Company's common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the Board out of legally available funds.

Subject to any preferential rights of any outstanding preferred stockholders of the Company's common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the Board out of legally available funds.

If there is a liquidation, dissolution, or winding up of the Company, holders of the Company's common stock would be entitled to share in the Company's assets remaining after the payment of liabilities and any preferential rights of any outstanding preferred stock.

The rights, preferences, and privileges of the holders of the Company's common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future.

As of December 31, 2024 and 2023, the Company had reserved shares of common stock for issuance in connection with the following:

Options to purchase common stock 3,560,144 3,831,710

Restricted stock units outstanding 4,230,176 3,400,489

Shares available for future grant under the 2021 Plan 2,238,376 3,119,122

Shares available for future grant under the ESPP 1,971,655 1,572,504

Total 12,000,351 11,923,825

Treasury Stock

As of December 31, 2023, the Company had 823,483 shares of treasury stock carried at its cost basis of $ 3.5 million, which the Company purchased during the year ended December 31, 2023, and approximately $ 16.5 million remains available for future purchases.

The repurchase may be affected, from time-to-time, through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18 of the Exchange Act.

The repurchase program is not subject to a termination or expiration date, and it does not obligate the Company to acquire any specific number of shares.

The timing, price and volume of repurchases will be based on a number of factors, including market conditions, relevant securities laws, and other considerations.

As of December 31, 2024, the Company had 6,443,522 shares of treasury stock carried at its cost basis of $ 31.6 million, which the Company purchased during the years ended December 31, 2024 and 2023, and approximately $ 3.8 million remains available for future purchases.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented:

(in thousands except per share amounts) December 31, 2024 December 31, 2023

Shares Cost Basis Shares Cost Basis

2023 Stock Repurchase Program 4,926,635 $ 25,373 823,483 $ 3,496

2024 Stock Repurchase Program 1,516,887 6,245 — —

Total 6,443,522 $ 31,618 823,483 $ 3,496

Stock-based compensation

1 unchanged sentence

The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011.

The 2011 Plan provided for the Company to grant incentive stock options (“ISOs”), or nonqualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants.

The 2011 Plan provided for the Company to grant incentive stock options (“ISOs”), or non-qualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants.

At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years , with 25 % vesting on the first anniversary and the balance vesting ratably over the remaining 36 months.

Options issued pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months.

The 2011 Plan was administered by the Compensation Committee of the Board.

4 unchanged sentences

In May 2021, the Company's Board adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective.

The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted share awards, stock unit awards (“RSUs”), stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards.

The 2021 Plan provides for the grant of ISOs, non-statutory stock options, restricted share awards, restricted stock unit awards (“RSUs”), stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards.

ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries.

All other stock awards may be granted to the Company’s employees, officers, non-employee directors, consultants, and the employees and consultants of its parent, subsidiaries, and affiliates.

The requisite service period for RSUs to vest is generally over four years from the grant date, with 25 % vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period.

Additional RSUs vest ratably on a quarterly basis over three or four years beginning on the three month anniversary from the grant date.

Depending on the nature of the award granted, the vesting terms may differ.

Generally for new hire awards, the requisite service period for RSUs to vest is over four years from the grant date, with 25 % vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period.

Generally, all additional RSUs vest ratably on a quarterly basis over three or four years beginning on the three month anniversary from the grant date.

For RSU grants to members of our Board of Directors, initial awards vest ratably on an annual basis over three years , and over one year for our Board of Directors annual awards.

The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5 % of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee of the Board determines for purposes of the annual increase for that fiscal year.

1 unchanged sentence

As of December 31, 2024, 2,238,376 shares were available for future grants of the Company’s common stock.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Option Valuation

No stock options were granted during the year ended December 31, 2023.

The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value for the years ended December 31, 2022 and 2021:

No stock options were granted during the years ended December 31, 2024 and 2023.

The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value for the year ended December 31, 2022:

Year Ended December 31, 2022

3 unchanged sentences

Expected dividend yield —

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2022:

The following table summarizes the activity related to Company’s stock options:

Options Weighted-

14 unchanged sentences

The aggregate intrinsic value of stock options exercised was $ 0.3 million, $ 0.1 million, and $ 1.3 million during the years ended December 31, 2024, 2023, and 2022, respectively.

No stock options were granted during the year ended December 31, 2023.

The weighted-average grant-date fair value per share of stock options granted was $ 4.43 , and $ 6.20 during the years ended December 31, 2022 and 2021, respectively.

No stock options were granted during the years ended December 31, 2024 and 2023.

The weighted-average grant-date fair value per share of stock options granted was $ 4.43 during the year ended December 31, 2022.

The total fair value of stock options vested was $ 3.0 million, $ 3.4 million, and $ 3.5 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The stock options granted during the year ended December 31, 2021 included 615,997 stock options granted to executive officers that include a performance condition related to a sale event or initial public offering occurring before December 31, 2021 in addition to the standard service condition.

These options will vest over four years , with approximately 21 % vesting on January 1, 2022, and the balance vesting ratably over the remaining 38 months.

During each of the years ended December 31, 2023, 2022, and 2021 $ 0.7 million of stock-based compensation expense was recognized for options having a performance condition.

The Company recognized $ 0.6 million, $ 0.7 million and $ 0.7 million of stock-based compensation expense for options having a performance condition during the years ended December 31, 2024, 2023, and 2022, respectively.

Restricted Stock Units

9 unchanged sentences

4,230,176 $ 5.52

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated weighted-average grant date fair value of restricted stock units granted was $ 5.77 , $ 3.96 , and $ 7.51 per share for the years ended December 31, 2024, 2023, and 2022 respectively.

The total grant date fair value of restricted stock units vested was $ 9.7 million, $ 6.7 million, and less than $ 0.1 million for the years ended December 31, 2023, 2022, and 2021 respectively.

The total grant date fair value of restricted stock units vested was $ 12.0 million, $ 9.7 million, and $ 6.7 million for the years ended December 31, 2024, 2023, and 2022 respectively.

Employee Stock Purchase Plan

1 unchanged sentence

A total of 1,971,655 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, equal to the least of:

The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, equal to the least of:

(i) 1 % of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s Board of Directors.

4 unchanged sentences

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less.

The fair market value of the Company’s common stock for this purpose will generally be the closing price on Nasdaq (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question.

The fair market value of the Company’s common stock for this purpose will generally be the closing price on the Nasdaq Global Market (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question.

As of December 31, 2024, an initial offering period has not commenced, and for the year ended December 31, 2024, no shares of common stock were purchased under the ESPP.

8 unchanged sentences

Total stock-based compensation expense $ 14,776 $ 12,363 $ 11,214

Stock-based compensation capitalized in connection with the Company’s internal-use software was $ 0.2 million for the year ended December 31, 2023, and less than $ 0.1 million for the year ended December 31, 2022.

Stock-based compensation capitalized in connection with the Company’s internal-use software was $ 0.1 million, $ 0.2 million and less than $ 0.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, total unrecognized compensation expense related to unvested stock-based awards was $ 23.4 million, which is expected to be recognized over a weighted-average period of 2.2 years.

Net loss before income taxes for the years ended December 31, 2023, 2022, and 2021 was as follows:

Net (loss) income before income taxes for the years ended December 31, 2024, 2023, and 2022 was as follows:

Year Ended December 31,

24 unchanged sentences

Nondeductible expenses ( 1.0 ) ( 0.5 ) ( 0.3 )

Tax law change — — 0.2

Unrecognized tax benefits ( 16.5 ) — —

Research credits 4.0 0.2 0.1

2 unchanged sentences

Change in the valuation allowance 4.6 ( 21.2 ) ( 23.5 )

Executive compensation ( 5.0 ) ( 0.2 ) —

Other ( 0.6 ) ( 0.4 ) —

Provision for income taxes ( 0.3 )% ( 0.1 )% ( 0.2 )%

When compared to the U.S.

statutory tax rate of 21.0%, the effective rate of ( 0.3 )% for the year ended December 31, 2024 was due primarily to the changes in valuation allowance, changes in uncertain tax positions, executive compensation, and non-deductible expenses.

When compared to the U.S.

statutory tax rate of 21.0%, the effective rate of ( 0.1 )% for the year ended December 31, 2023 was due primarily to the changes in valuation allowance, state taxes, and stock compensation.

When compared to the U.S.

statutory tax rate of 21.0%, the effective rate of ( 0.2 )% for the year ended December 31, 2022 was due primarily to the changes in valuation allowance, state taxes, and Sale of Design Manager.

1STDIBS.COM, INC.

23 unchanged sentences

A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

The Company considered the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment.

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, the Company believes it is more likely than not that the benefits of these deductible differences will not be fully realizable at December 31, 2023 and 2022.

The Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies in assessing the need for a valuation allowance.

As of December 31, 2024 and 2023, the Company believe it is more likely than not that the net deferred tax assets will not be realizable.

Accordingly, the Company has applied a valuation allowance against its net deferred tax assets.

The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of approximately $ 4.9 million and $ 5.2 million, respectively.

The activity in the Company’s deferred tax asset valuation allowance for the years ended December 31, 2023 and 2022, was as follows:

The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was a decrease of approximately $ 0.8 million and increase of approximately $ 4.9 million, respectively.

The activity in the Company’s valuation allowance for the years ended December 31, 2024 and 2023, was as follows:

Year Ended December 31,

1 unchanged sentence

Valuation allowance at beginning of year $ 49,814 $ 44,951

Increases recorded to income tax provision 4,887 5,226

(Decrease) Increases recorded to provision for income taxes ( 825 ) 4,887

Decreases recorded to equity ( 11 ) ( 24 )

5 unchanged sentences

therefore, $ 70.4 million of federal NOLs generated after 2017 may be carried forward indefinitely.

As it pertains to the approximately $ 39.2 million of state NOLs generated after 2017, not all states have conformed to the Act;

As it pertains to the approximately $ 47.1 million of state NOLs generated after 2017, not all states have conformed to the Tax Cuts and Jobs Act of 2017;

therefore, some state’s NOLs are unlimited while some will expire based on the respective state.

8 unchanged sentences

No additional ownership changes have occurred through the date of the most recent study.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) requires taxpayers to capitalize and amortize research and development costs pursuant to IRC Section 174.

This requirement was effective for the Company beginning on January 1, 2022.

The Company is in the process of updating the formal study through December 31, 2024 to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred.

The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in its foreign subsidiary are indefinitely invested.

1 unchanged sentence

Any required adjustment to the income tax provision would be reflected in the period that the Company changes this assessment.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which it operates or does business in.

A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 and adjusts these liabilities when the Company’s judgment changes as a result of the evaluation of new information not previously available.

Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities.

These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

As of December 31, 2023 and 2022, the Company had liabilities for uncertain tax positions of $ 1.0 million, which, if recognized, would not impact the Company’s tax provision and effective income tax rate due to a full valuation allowance.

As of December 31, 2024 and 2023, the Company had unrecognized tax benefits of $ 4.1 million and $ 1.0 million, respectively, which, if recognized, would not impact the Company’s tax provision and effective income tax rate due to a full valuation allowance.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

As of December 31, 2023 and 2022, the Company had not accrued interest or penalties related to uncertain tax positions.

As of December 31, 2024 and 2023, the Company had not accrued interest or penalties related to unrecognized tax benefits.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

2 unchanged sentences

Gross tax contingencies as of beginning of year $ 1,031 $ 1,022

Increases in gross tax contingencies 9 6

Additions for tax positions related to the current year 84 9

Additions for tax positions of prior years 2,976 —

Gross tax contingencies as of end of year $ 4,091 $ 1,031

6 unchanged sentences

and state jurisdictions have varying statutes of limitations.

The Company’s income tax returns for December 31, 2015 through December 31, 2023 for their foreign subsidiary remain subject to examination by tax authorities in the United Kingdom.

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s income tax returns for December 31, 2020 through December 31, 2024 for their foreign subsidiaries remain subject to examination by tax authorities .

Net Loss Per Share

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes the computation of basic and diluted net loss per share for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31,

1 unchanged sentence

Net loss $ ( 18,633 ) $ ( 22,699 ) $ ( 22,538 )

Accretion of redeemable convertible preferred stock to redemption value — — ( 7,061 )

Net loss attributable to common stockholders $ ( 22,699 ) $ ( 22,538 ) $ ( 28,024 )

Weighted average common shares outstanding—basic and diluted 37,820,400 39,724,697 38,479,437

Net loss per share attributable to common stockholders—basic and diluted $ ( 0.57 ) $ ( 0.59 ) $ ( 1.08 )

The Company’s potentially dilutive securities, which include outstanding stock options and restricted stock units, and in prior years redeemable convertible preferred stock, and warrants to purchase shares of common stock, have been excluded from the computation of diluted net loss per share from each period as including them would have had an anti-dilutive effect.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

Net loss per share—basic and diluted $ ( 0.49 ) $ ( 0.57 ) $ ( 0.59 )

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s potentially dilutive securities, which include outstanding stock options and restricted stock units have been excluded from the computation of diluted net loss per share from each period as including them would have had an anti-dilutive effect.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potentially dilutive securities for each period presented:

17 unchanged sentences

2029 4,292 — 4,292

Thereafter 4,292 — 4,292

Total $ 25,460 $ 3,716 $ 29,176

3 unchanged sentences

If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company records a liability for the loss.

The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the point in the legal matter where the Company believes a conclusion to the matter will be reached.

The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where the Company believes a conclusion to the matter will be reached.

If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible.

The Company does not believe that it is a party to any pending legal proceedings that are likely to have a material effect on its business, financial condition or results of operations for the years ended December 31, 2023 and 2022.

The Company does not believe that it is party to any pending legal proceedings that are likely to have a material effect on its business, financial condition or results of operations for the years ended December 31, 2024 and 2023.

Indemnification

3 unchanged sentences

To date, the Company has not incurred any material costs as a result of such indemnifications.

Sales and other non-income tax contingencies

The Company conducts operations in many tax jurisdictions for which non-income-based taxes, such as sales, use and other indirect taxes, are assessed on its operations.

Sales and other indirect tax contingencies

The Company conducts operations in many tax jurisdictions for which indirect taxes, such as sales, use and other indirect taxes, are assessed on its operations.

Although the Company is diligent in collecting and remitting such taxes, there is uncertainty as to what constitutes sufficient presence or responsibility for a jurisdiction to levy taxes, fees, and surcharges for sales made on an e-commerce platform.

The Company recognized liabilities for contingencies related to sales and other non-income taxes deemed probable and estimable totaling $ 2.5 million and $ 1.9 million as of December 31, 2023 and 2022, respectively, which are included in other current liabilities in the Company’s consolidated balance sheets.

The Company recognized liabilities for contingencies related to sales and indirect taxes

1STDIBS.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

deemed probable and estimable totaling $ 1.1 million and $ 2.5 million as of December 31, 2024 and 2023, respectively, which are included in other current liabilities in the Company’s consolidated balance sheets.

401(K) Savings Plans

The Company established defined contribution savings plans under Section 401(k) of the Internal Revenue Code.

For the Company’s United States employees it maintains a 401(k) retirement savings plan, which is offered to all eligible employees, and participants may make voluntary contributions.

For the Company’s United States employees, it maintains a defined contribution savings plan under Section 401(k) of the Internal Revenue Code, which is offered to all eligible employees, and participants may make voluntary contributions.

Company contributions to the plan may be made at the discretion of the Company’s board of directors.

5 unchanged sentences

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data