27 unchanged sentences
Rule 10b5-1 Trading Arrangements
−Removed: During the year ended December 31, 2023, the following officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, for the sale of our common stock.
−Removed: Shares in each 10b5-1 trading arrangement that are subject to restricted stock units ("RSUs") and stock options may only be traded following satisfaction of applicable vesting requirements.
+Added: During the quarter ended December 31, 2024, the following officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, for the sale of our common stock.
+Added: Shares in each 10b5-1 trading arrangement that are subject to restricted stock units and stock options may only be traded following satisfaction of applicable vesting requirements.
In addition, because of pricing (such as future share price targets) and timing conditions in each 10b5-1 trading arrangement, it is not yet determinable how many shares actually will be sold under each plan prior to its expiration date.
−Removed: On September 11, 2023 , Thomas Etergino , our Chief Financial Officer , entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to 18,000 shares of our common stock.
−Removed: This trading arrangement is scheduled to expire on July 31, 2024.
−Removed: On September 15, 2023 , Nancy Hood , our Chief Marketing Officer , entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to (i) 8,400 shares of our common stock and (ii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations subject to the vesting of up to 28,207 RSUs.
−Removed: This trading arrangement is scheduled to expire on December 13, 2024.
−Removed: On September 15, 2023 , Matthew Rubinger , our Chief Commercial Officer , entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to the net shares (not yet determinable) after shares are withheld to satisfy tax obligations subject to the vesting of up to 48,434 RSUs.
−Removed: This trading arrangement is scheduled to expire on December 31, 2024.
−Removed: These Rule 10b5-1 trading arrangements were entered into in writing during an open trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities.
−Removed: During the year ended December 31, 2023, no other directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
+Added: On December 14, 2024 , Nancy Hood , our Chief Marketing Officer , entered into a 10b5-1 trading plan during an open insider trading window, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions for trades over a period of time from March 14, 2025 until December 12, 2025 or such earlier time as when 124,382 shares of the Company’s common stock are sold.
+Added: On December 16, 2024 , Ryan Beauchamp , our Chief Product Officer , entered into a 10b5-1 trading plan during an open insider trading window, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions for trades over a period of time from June 9, 2025 until June 30, 2025 or such earlier time as when 10,856 shares of the Company’s common stock are sold.
+Added: During the quarter ended December 31, 2024, no other directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders (“Proxy Statement”) to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.
−Removed: Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investors.1stdibs.com) under “Governance—Documents & Charters.” We intend to make all required disclosures regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.
+Added: The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.
+Added: Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investors.1stdibs.com) under “Governance—Governance Documents.” We intend to make all required disclosures regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.
Executive Compensation
8 unchanged sentences
(a) Exhibits.
−Removed: The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.
+Added: The list of exhibits is set forth under “Exhibit Index” at the end of this Annual Report on Form 10-K and is incorporated herein by reference.
(b) Financial Statement Schedules.
14 unchanged sentences
10.6+ 2021 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.6 to the registrant’s Annual Report on Form 10-K filed March 3, 2022).
−Removed: 10.7+ Offer Letter from the Registrant to Matthew Rubinger, dated July 30, 2021 (incorporated by reference from Exhibit 10.7 to the registrant’s Annual Report on Form 10-K filed March 3, 2021).
10.7+ Offer Letter from the Registrant to David S.
1 unchanged sentence
10.8+ Offer Letter from the Registrant to Thomas Etergino, dated February 25, 2022 (incorporated by reference from Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K filed March 1, 2022).
−Removed: 10.10+ Offer Letter from the Registrant to Ross A.
−Removed: Paul, dated February 5, 2021 (incorporated by reference from Exhibit 10.9 to the Form S-1).
+Added: 10.9+* Offer Letter from the Registrant to Ryan Beauchamp, dated February 6, 2023
10.10+ Form of Executive Bonus Plan (incorporated by reference from Exhibit 10.10 to the Form S-1).
2 unchanged sentences
10.12+ Second Amended and Restated Non-Employee Director Compensation Policy of the Board of Directors of 1stdibs.com, Inc.
+Added: (incorporated by reference from Exhibit 10.
+Added: 13 to the registrant’s Annual Report on Form 10-K filed February 29 , 202 4 ).
10.13 Sublease Agreement, dated as of August 16, 2023, by and between 1stdibs.com, Inc.
4 unchanged sentences
(incorporated by reference from Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 9, 2022).
+Added: 10.15 Stock Repurchase Agreement, dated as of June 3, 2024, by and between 1stdibs.com, Inc., Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., and Insight Venture Partners IX (Co-Investors), L.P.
+Added: incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 6, 2024).
+Added: 19.1* Insider Trading Policy
21.1* List of Subsidiaries .
8 unchanged sentences
97.1 1stdibs.com, Inc.
−Removed: Incentive-Based Compensation Recoupment Policy, effective October 2, 2023.
+Added: Incentive-Based Compensation Recoupment Policy, effective October 2, 2023 (incorporated by reference from Exhibit 97 to the registrant’s Annual Report on Form 10-K filed February 29, 2024).
101.INS* Inline XBRL Instance Document:
12 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on February 29, 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on March 3, 2025.
1STDIBS.COM, INC.
8 unchanged sentences
Signature Title Date
−Removed: Rosenblatt Chief Executive Officer and Director February 29, 2024
+Added: Rosenblatt Chief Executive Officer and Director March 3, 2025
(Principal Executive Officer)
−Removed: /s/ Thomas Etergino Chief Financial Officer February 29, 2024
+Added: /s/ Thomas Etergino Chief Financial Officer March 3, 2025
Thomas Etergino
1 unchanged sentence
/s/ Matthew R.
−Removed: Cohler Director February 29, 2024
−Removed: Hickok Director February 29, 2024
+Added: Cohler Director March 3, 2025
+Added: Hickok Director March 3, 2025
/s/ Andrew G.
−Removed: Robb Director February 29, 2024
−Removed: Schipper Director February 29, 2024
−Removed: /s/ Everette Taylor Director February 29, 2024
+Added: Robb Director March 3, 2025
+Added: Schipper Director March 3, 2025
+Added: /s/ Everette Taylor Director March 3, 2025
Everette Taylor
−Removed: Volent Director February 29, 2024
+Added: Volent Director March 3, 2025
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.