8 unchanged sentences
We had an accumulated deficit of $346.0 million as of December 31, 2025.
−Removed: We expect to incur significant losses in the future.
+Added: We expect to incur net losses in the future.
We will need to generate and sustain increased revenue levels or reduce operating costs materially in future periods to achieve profitability, and even if we achieve profitability, we may not be able to maintain or increase our level of profitability.
−Removed: Our operating expenses may increase substantially in the foreseeable future to the extent necessary that we may hire additional employees, invest in expanding our seller and buyer base and deepening our existing seller and buyer relationships, expand across and within product verticals, increase our marketing efforts and brand awareness, and invest in expanding our international operations.
+Added: Our operating expenses may increase substantially in the foreseeable future to the extent necessary that we may hire additional employees, invest in expanding our seller and buyer base and deepening our existing seller and buyer relationships, expand across and within product verticals, increase our marketing efforts and brand awareness.
Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses.
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If we are not able to achieve and maintain profitability, the value of our company and our common stock could decline significantly, and you could lose some or all of your investment.
−Removed: Our net revenue and results of operations fluctuate within each quarter and from quarter to quarter, causing our stock price to fluctuate and making our financial results difficult to predict.
+Added: Our net revenue and results of operations fluctuate within each period and from period to period, causing our stock price to fluctuate and making our financial results difficult to predict.
Our quarterly and annual net revenue and results of operations, as well as our key metrics, have historically fluctuated from period to period, with net revenue of $89.6 million, $88.3 million, and $84.7 million during the fiscal years ended December 31, 2025, 2024, and 2023, respectively.
4 unchanged sentences
• fluctuations in net revenue generated from sales of luxury design items through our online marketplace;
−Removed: • our success in attracting and retaining sellers and buyers to and on our online marketplace, and our ability to do so in a cost-efficient manner;
+Added: • our success in attracting and retaining buyers and sellers to and on our online marketplace, and our ability to do so in a cost-efficient manner;
• our ability to attract users to our website and convert users to Active Buyers on our online marketplace;
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• the changing consumer behaviors and factors that affect consumer behaviors and spending, such as economic conditions, inflationary pressures, interest rates, discretionary spending patterns, employment levels, instability in the housing market, geopolitical crises, or significant economic or social disruption;
−Removed: • economic and market conditions, particularly those affecting the luxury design items industry, such as fluctuations in inflation and interest rates or supply chain or global shipping disruptions.
+Added: • economic and market conditions, particularly those affecting the luxury design items industry, such as fluctuations in inflation, interest, and currency exchange rates or supply chain or global shipping disruptions.
We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, financial condition, and results of operations will be harmed, and we may not be able to achieve or maintain profitability.
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In the future, our seasonal sales patterns may become more pronounced, may strain our personnel, and may cause a shortfall in net revenue related to expenses in a given period, which could substantially harm our business, results of operations, and financial condition.
−Removed: Our ability to grow our business and market share depend on our ability to attract and maintain an active community of sellers and buyers and to ensure a sufficient volume of listings on our online marketplace.
−Removed: Our business growth and market success depend on our ability to cost-effectively attract, retain, and grow relationships with active sellers and buyers, and in turn, the volume of luxury design items listed and sold through our online marketplace.
+Added: Our ability to grow our business and market share depend on our ability to attract and maintain an active community of buyers and sellers and to ensure a sufficient volume of listings on our online marketplace.
+Added: Our business growth and market success depend on our ability to cost-effectively attract, retain, and grow relationships with active buyers and sellers, and in turn, the volume of luxury design items listed and sold through our online marketplace.
We cannot be certain that our efforts will attract more sellers, induce sellers to list and sell more luxury design items on our online marketplace, or yield a sufficient return on investment.
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Failure to attract new buyers and to maintain relationships with existing buyers, or to convert users to Active Buyers on our online marketplace, would harm our results of operations and our ability to attract and retain sellers.
−Removed: Even if we are able to attract new sellers and buyers to replace any that we lose, they may not maintain the same level of activity and generate the same level of revenue.
−Removed: If we are unable to retain existing, or attract new, sellers and buyers, our growth prospects would be harmed, which could substantially harm our business, results of operations, and financial condition.
+Added: Even if we are able to attract new buyers and sellers to replace any that we lose, they may not maintain the same level of activity and generate the same level of revenue.
+Added: If we are unable to retain existing, or attract new, buyers and sellers, our growth prospects would be harmed, which could substantially harm our business, results of operations, and financial condition.
Further, our historical seller marketplace services revenue may not be indicative of future revenue.
−Removed: We are highly selective in the sellers we allow onto our online marketplace and sellers undergo an evaluation by our in-house experts to vet the integrity of their listings before they are allowed to join our online marketplace.
+Added: We are highly selective in the sellers we allow onto our online marketplace and sellers undergo an evaluation by our in-house experts to vet the quality of their inventory before they are allowed to join our online marketplace.
As a result, we may have difficulty identifying sellers who meet our standards for providing luxury design items and our customer service requirements.
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We have acquired a number of other businesses in the past, and may acquire additional businesses, products, or technologies in the future.
−Removed: For example, in May 2019, we acquired Design Manager, a project management and accounting software company for interior designers.
−Removed: Also, in June 2022, we sold 100% of our equity interest in Design Manager.
Acquisitions may divert management’s time and focus from operating our business.
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In addition, an acquisition may negatively affect our results of operations and financial condition because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition.
−Removed: Moreover, we may not benefit from our acquisitions as we expect, or in the time frame we expect, or we may elect to divest ourselves of prior acquisitions, such as our sale of Design Manager in June 2022.
+Added: Moreover, we may not benefit from our acquisitions as we expect, or in the time frame we expect, or we may elect to divest ourselves of prior acquisitions.
We also may issue additional equity securities in connection with an acquisition, which could cause dilution to our stockholders.
−Removed: Finally, acquisitions could be viewed negatively by analysts and investors or by our sellers and buyers.
+Added: Finally, acquisitions could be viewed negatively by analysts and investors or by our buyers and sellers.
We may not succeed in addressing these or other risks, which could harm our business and results of operations.
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Failure to do so may adversely affect customer trust and pose risks to our operations and standing in the market.
−Removed: We have built a trusted online marketplace with a reputation for authentic luxury design items as a result of our evaluations by in-house experts to vet the integrity of sellers’ listings.
+Added: We have built a trusted online marketplace with a reputation for authentic luxury design items as a result of our evaluations by in-house experts to vet the quality of sellers’ inventory.
Our success depends on our ability to accurately and cost-effectively determine whether an item offered for listing, such as a piece of jewelry or work of art, is an authentic product.
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From time to time, counterfeit goods have been and may be listed on our online marketplace.
−Removed: While we have invested heavily in our seller vetting process as described above, we cannot accurately authenticate every item that is listed with us.
+Added: While we have invested heavily in our vetting of sellers’ listings as described above, we cannot accurately authenticate every item that is listed with us.
As the sophistication of counterfeiters increases, it may be increasingly difficult to identify counterfeit products.
In many cases, we refund the cost of a product to a buyer if we determine that the item is not authentic.
−Removed: The sale of any counterfeit goods may damage our reputation as a trusted online marketplace for authenticated, luxury design items, which may impact our ability to attract and maintain repeat sellers and buyers.
+Added: The sale of any counterfeit goods may damage our reputation as a trusted online marketplace for authenticated, luxury design items, which may impact our ability to attract and maintain repeat buyers and sellers.
Additionally, we may be subject to allegations that an antique, vintage, or other luxury design item we listed and sold through our online marketplace is not authentic.
Such controversy could negatively impact our reputation and brand and harm our business and results of operations.
−Removed: If we are unable to maintain the quality and authenticity of the items listed on our online marketplace, our ability to retain and attract sellers and buyers could be impaired and our reputation, brand, and business could suffer.
+Added: If we are unable to maintain the quality and authenticity of the items listed on our online marketplace, our ability to retain and attract buyers and sellers could be impaired and our reputation, brand, and business could suffer.
Items listed on our online marketplace may be subject to claims of being counterfeit, infringing, hazardous, illegal, or otherwise subject to regulations or cultural patrimony considerations.
Addressing such claims can result in operational, legal, and reputational challenges.
−Removed: Although we do not create or take possession of the items listed on our online marketplace, we have from time to time received, and may in the future receive, communications alleging that items listed on our online marketplace infringe third-party copyrights, trademarks, patents, or other intellectual property rights, or that items we list from our sellers contain materials such as fur, python, ivory, and other exotic animal product components, that are subject to regulation or cultural patrimony considerations, or that may be deemed hazardous or illegal.
+Added: Although we do not create or take possession of the items listed on our online marketplace, we have from time to time received, and may in the future receive, communications alleging that items listed on our online marketplace infringe third-party copyrights, trademarks, patents, or other intellectual property rights, that items we list from our sellers contain materials such as fur, python, ivory, and other exotic animal product components, that are subject to regulation or cultural patrimony considerations, or that may be deemed hazardous or illegal, or that items listed on our online marketplace originate from a sanctioned jurisdiction.
We have complaint and take-down procedures in place to address these communications and listings, and we believe such procedures are important to promote confidence in our online marketplace.
3 unchanged sentences
Under current U.S.
−Removed: copyright law and the Communications
−Removed: Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our sellers and buyers.
+Added: copyright law and the Communications Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our buyers and sellers.
However, trademark and patent laws do not include similar statutory provisions and liability for these forms of intellectual property is often determined by court decisions.
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Any costs incurred as a result of potential liability relating to the alleged or actual sale of stolen goods could harm our business.
−Removed: In addition, negative publicity relating to the actual or perceived listing or sale of stolen goods using our services could damage our reputation and discourage our sellers and buyers from using our services.
+Added: In addition, negative publicity relating to the actual or perceived listing or sale of stolen goods using our services could damage our reputation and discourage our buyers and sellers from using our services.
We could face liability for such unlawful activities.
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Anything that prevents timely delivery of goods to buyers could harm sellers and could negatively affect our reputation.
−Removed: Delays or interruptions may be caused by events that are beyond the control of the delivery services, such as inclement weather, natural disasters, transportation disruptions, delays in customs inspections, terrorism, war, geopolitical tension, public health crises, or labor unrest.
+Added: Delays or interruptions may be caused by events that are beyond the control of the delivery services, such as inclement weather, natural disasters, transportation disruptions, delays in customs inspections, duties, taxes, and tariffs, terrorism, war, geopolitical tension, public health crises, or labor unrest.
For example, a third-party strike may result in increased shipping costs and buyer accommodations and may cause orders to be lost or delivered late, which could result in canceled customer orders, reduced GMV and net revenue, and negatively impact net loss.
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We compete with a broad range of vendors of new and pre-owned luxury design items, including traditional brick-and-mortar entities, such as department stores, branded luxury goods stores, and specialty retailers, and entities providing access to more unique luxury goods, such as galleries, boutiques, independent retail stores, and auction houses.
−Removed: We also compete with the online offerings of these traditional retail competitors, resale players focused on niche or single categories, as well as technology-enabled online marketplaces that may offer the same or similar goods and services that we offer.
+Added: We also compete with the online offerings of these traditional retail competitors,
+Added: resale players focused on niche or single categories, as well as technology-enabled online marketplaces that may offer the same or similar goods and services that we offer.
We believe our ability to compete depends on many factors within and beyond our control, including:
−Removed: • engaging and enhancing our relationships with existing sellers and buyers and attracting new sellers and buyers;
−Removed: • maintaining favorable brand recognition and effectively delivering our online marketplace to sellers and buyers;
+Added: • engaging and enhancing our relationships with existing buyers and sellers and attracting new buyers and sellers;
+Added: • maintaining favorable brand recognition and effectively delivering our online marketplace to buyers and sellers;
• identifying and delivering authentic luxury design items;
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• the ease with which our sellers can list and sell, and our buyers can purchase and return, luxury design items sold and purchased on our online marketplace.
−Removed: Failure to adequately meet these demands may cause us to lose potential sellers and buyers which could harm our business.
+Added: Failure to adequately meet these demands may cause us to lose potential buyers and sellers which could harm our business.
Many of our competitors have longer operating histories, larger fulfillment infrastructures, greater brand recognition and technical capabilities, larger databases, greater financial, marketing, institutional and other resources and larger seller and buyer bases than we do.
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Insufficient allowance for transaction losses could negatively impact our financial results.
−Removed: We maintain an allowance for transaction losses, which consists primarily of losses resulting from our buyer protection program, including damages to products caused by shipping and transit, items that were not received or not as represented by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience.
+Added: We maintain an allowance for transaction losses, which consists primarily of losses resulting from our purchase protection program, including damages to products caused by shipping and transit, items that were not received or not as represented by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience.
The provision for transaction losses also includes bad debt expense associated with our accounts receivable balance.
−Removed: Transaction loss expense associated with our buyer protection program accounted for approximately 70%, 87%, and 85%, of the provision for transaction losses in the years ended December 31, 2024, 2023, and 2022, respectively, with discretionary buyer reimbursements, which are part of the buyer protection program, constituting a small portion thereof.
−Removed: However, our historical experience may not be indicative of future trends and transaction loss expense associated with our buyer protection program, including buyer reimbursements, or bad debt expense may increase or fluctuate from period to period.
−Removed: Further, our provision for transaction losses may fluctuate depending on many factors, including changes to our buyer protection programs and the impact of regulatory changes, and we may see the provision for transaction losses increase proportionally with our on-platform GMV and net revenue.
+Added: Transaction loss expense associated with our purchase protection program accounted for approximately 72%, 70%, and 87%, of the provision for transaction losses in the years ended December 31, 2025, 2024, and 2023, respectively, with discretionary buyer reimbursements, which are part of the purchase protection program, constituting a small portion thereof.
+Added: However, our historical experience may not be indicative of future trends and transaction loss expense associated with our purchase protection program, including buyer reimbursements, or bad debt expense may increase or fluctuate from period to period.
+Added: Further, our provision for transaction losses may fluctuate depending on many factors, including changes to our purchase protection programs and the impact of regulatory changes, and we may see the provision for transaction losses increase proportionally with our on-platform GMV and net revenue.
If our allowance for transaction losses is insufficient, it could adversely affect our results of operations.
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An economic downturn or recession, or slowing or stalled recovery therefrom in the United States or in other markets where we operate, may have a material adverse effect on our business, financial condition, or results of operations.
−Removed: Our buyers may have less money for discretionary spending and may stop or reduce their purchases of our products or switch to our competitors, reducing demand for the luxury design items available on our online marketplace.
+Added: Our buyers may have less money for discretionary spending and may stop or reduce their purchases of our products or switch to our competitors,
+Added: reducing demand for the luxury design items available on our online marketplace.
This would cause sales through our online marketplace to decline and adversely impact our business.
Consumer purchases of luxury design items have generally declined during periods of economic uncertainty, when disposable income is reduced, or when there is a reduction in consumer confidence.
−Removed: Other factors that may negatively influence consumer spending on luxury design items include unemployment levels, inflation, volatile exchange rates, higher taxes, reduced access to credit, higher consumer debt levels, reductions in net worth, declines in asset values, home foreclosures and reductions in home values, fluctuating interest rates, changes to economic policy, fluctuating fuel and other energy costs, fluctuating commodity prices, government shutdowns, financial distress caused by bank failures, concerns about the stability and liquidity of certain financial institutions, volatility or disruption in the capital markets, a global health pandemic, international trade disputes, or geopolitical instability.
+Added: Other factors that may negatively influence consumer spending on luxury design items include unemployment levels, inflation, volatile exchange rates that could make items of international origin more expensive than items of domestic origin, higher taxes, duties and tariffs, reduced access to credit, higher consumer debt levels, reductions in net worth, declines in asset values, home foreclosures and reductions in home values, fluctuating interest rates, changes to economic policy, fluctuating fuel and other energy costs, fluctuating commodity prices, government shutdowns, financial distress caused by bank failures, concerns about the stability and liquidity of certain financial institutions, volatility or disruption in the capital markets, a global health pandemic, international trade disputes, or geopolitical instability.
Economic conditions may also be affected by global health crises, natural disasters, such as earthquakes, hurricanes, floods, severe storms, and wildfires, and wars, social unrest, political tensions, or other unexpected events, which may include further embargoes, regional instability, and geopolitical shifts that may adversely impact our business and operating results to an extent that cannot be predicted.
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Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.
−Removed: If we fail to successfully anticipate and respond to changing preferences among our sellers and buyers, our ability to grow our business and our results of operations may suffer.
+Added: If we fail to successfully anticipate and respond to changing preferences among our buyers and sellers, our ability to grow our business and our results of operations may suffer.
Our success is in large part dependent upon our ability to anticipate and identify trends in the market for luxury design items in a timely manner and to curate and obtain listings of luxury design items that address those trends.
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If we fail to successfully expand our business model to encompass additional product verticals in a timely and cost-effective manner, our ability to increase our market share would suffer, which in turn could negatively impact our business, financial condition, and results of operations.
−Removed: We intend to deepen our penetration in our existing verticals for luxury design items and continue to explore additional verticals to serve existing, and attract new, sellers and buyers.
+Added: We intend to deepen our penetration in our existing verticals for luxury design items and continue to explore additional verticals to serve existing, and attract new, buyers and sellers.
If these additional verticals do not attract new sellers or buyers, our revenue may fall short of expectations, our brand and reputation could suffer, and we may incur expenses that are not offset by revenue.
In addition, our business may suffer if we are unable to attract new and repeat sellers that supply the necessary high-end, appropriately priced, and in-demand luxury design items in these additional verticals, and these verticals may also have a different range of margin profiles than the pieces currently sold through our online marketplace.
−Removed: Additionally, as we enter new verticals, potential sellers may demand lower commissions than our current verticals, which would adversely
−Removed: affect our take rate and results of operations.
+Added: Additionally, as we enter new verticals, potential sellers may demand lower commissions than our current verticals, which would adversely affect our take rate and results of operations.
Expansion of our offerings may also strain our management and operational resources, specifically the need to hire and manage additional authentication and market experts.
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Any negative publicity related to the foregoing could adversely affect our reputation and brand or could negatively affect demand for our services and harm our business, financial condition, and results of operations.
−Removed: For buyers, maintaining our brand requires that we foster trust through authentication and responsive and effective customer service, as well as ensuring that we have vetted sellers.
+Added: For buyers, maintaining our brand requires that we foster trust through authentication and responsive and effective customer service, as well as ensuring that we have vetted the quality of our sellers’ inventory.
If we fail to provide sellers or buyers with the service and experience they expect, or if we receive seller or buyer complaints or negative publicity about our online marketplace services, merchandise, delivery times or customer support, whether justified or not, the value of our brand would be harmed and our business may suffer.
If our marketing efforts are not effective, our ability to grow our business and maintain or expand our market share could suffer.
−Removed: Maintaining and promoting awareness of our online marketplace is important to our ability to retain existing, and to attract new, sellers and buyers.
+Added: Maintaining and promoting awareness of our online marketplace is important to our ability to retain existing, and to attract new, buyers and sellers.
To help facilitate our future growth and profitability, we are investing in our advertising, promotion, public relations, and marketing programs.
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We rely on third parties to drive traffic to our website, and these providers may change their algorithms or pricing in ways that could damage our business, operations, financial condition, and prospects.
−Removed: We rely in part on digital advertising, including search engine marketing, to promote awareness of our online marketplace, grow our business, attract new, and increase engagement with existing, sellers and buyers.
+Added: We rely in part on digital advertising, including search engine marketing, to promote awareness of our online marketplace, grow our business, attract new, and increase engagement with existing, buyers and sellers.
In particular, we rely on search engines, such as Google, and the major mobile app stores as important marketing channels.
−Removed: Search engine companies change their search algorithms periodically, and our ranking in searches may be adversely impacted by those changes.
+Added: Search engine companies change their search algorithms periodically, including with the introduction of generative engine search functionality, and our ranking in searches or discoverability via generative search results may be adversely impacted by those changes.
Search engine companies or app stores may also determine that we are not in compliance with their guidelines and penalize us as a result.
−Removed: If search engines change their algorithms, terms of service, display, or the featuring of search results, determine we are out of compliance with their terms of service or if competition increases for advertisements, we may be unable to cost-effectively add sellers and buyers to our website and apps.
−Removed: Our relationships with our marketing vendors are not long-term in nature and do not
−Removed: require any specific performance commitments.
+Added: If search engines change their algorithms, terms of service, display, or the featuring of search results, determine we are out of compliance with their terms of service or if competition increases for advertisements, we may be unable to cost-effectively add buyers and sellers to our website and apps.
+Added: Our relationships with our marketing vendors are not long-term in nature and do not require any specific performance commitments.
In addition, many of our online advertising vendors provide advertising services to other companies, including companies with whom we may compete.
As competition for online advertising has increased, the cost for some of these services has also increased.
−Removed: Our marketing initiatives may become increasingly expensive and generating a return on those initiatives may be difficult.
+Added: Our marketing initiatives may become increasingly expensive
+Added: and generating a return on those initiatives may be difficult.
Even if we successfully increase revenue as a result of our paid marketing efforts, such increase may not offset the additional marketing expenses we incur.
−Removed: If the mobile solutions available to sellers and buyers are not effective, the use of our platform could decline.
−Removed: Visits and purchases made on mobile devices by consumers, including buyers, have increased significantly in recent years.
−Removed: The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or less appealing to sellers and buyers.
+Added: If the mobile solutions available to buyers and sellers are not effective, the use of our platform could decline.
+Added: Visits and purchases made on mobile devices by consumers, including buyers, have increased significantly in recent years and now comprise a majority of visitors to our online marketplace.
+Added: The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or less appealing to buyers and sellers.
Visits to our online marketplace on mobile devices may not convert into purchases as often as visits made through personal computers, which could result in less revenue for us.
1 unchanged sentence
If we are not able to deliver a rewarding experience on mobile devices, sellers’ ability to manage and grow their businesses may be harmed and, consequently, our business may suffer.
−Removed: Further, although we strive to provide engaging mobile experiences for sellers and buyers who visit our mobile website using a browser on their mobile device, we depend on sellers and buyers downloading our mobile apps to provide them the optimal mobile experience.
+Added: Further, although we strive to provide engaging mobile experiences for buyers and sellers who visit our mobile website using a browser on their mobile device, we depend on buyers and sellers downloading our mobile apps to provide them the optimal mobile experience.
As new mobile devices and mobile platforms are released, we may encounter problems in developing or supporting apps for them.
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While we expect these technologies to improve productivity in many aspects of our operations, including order processing, pricing, copywriting, authentication, photography and photo retouching, any flaws or failures of such technologies could interrupt and delay our operations, which in turn may harm our business.
−Removed: Our investment in technology to support these efforts may not be effective in driving productivity, maintaining, or improving the experience for sellers and buyers, or providing a meaningful return on investment.
+Added: Our investment in technology to support these efforts may not be effective in driving productivity, maintaining, or improving the experience for buyers and sellers, or providing a meaningful return on investment.
+Added: Our efforts to improve our technology are increasingly reliant on artificial intelligence, machine learning systems, and large language models, which are complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable.
+Added: In some instances, we may make use of third-party artificial intelligence models, including foundational models, that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe intellectual property or other rights.
+Added: These models may inadvertently reduce our efficiency, or may cause unintentional or unexpected outputs that are incorrect, do not match our business goals, do not comply with our policies or applicable legal requirements, including the E.U.
+Added: Artificial Intelligence Act and similar U.S.
+Added: state and international regulations, or otherwise are inconsistent with our brands, guiding principles, and mission.
We also rely on technology from third parties.
1 unchanged sentence
In addition, if we are unable to add automation to our operations, we may be unable to reduce the costs of processing listings and orders, which could cause delays in buyers receiving their purchases.
−Removed: Any of these outcomes could harm our reputation and our relationships with our sellers and buyers.
+Added: Any of these outcomes could harm our reputation and our relationships with our buyers and sellers.
If we fail to manage our growth effectively, or if we are unable to execute our business plan and grow our business, our results of operations, and financial condition could be materially and adversely harmed.
−Removed: We have experienced rapid growth in our business in the past, such as in the number of sellers and the number of countries in which we have sellers and buyers, and we intend to continue to focus on growth, both in the United States and abroad.
+Added: We have experienced rapid growth in our business in the past, such as in the number of sellers and the number of countries in which we have buyers and sellers, and we intend to continue to focus on growth, both in the United States and abroad.
The growth of our business, if any, places significant demands on our management team and pressure to expand our operational and financial infrastructure.
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In addition, we have in the past experienced, and may in the future experience, slower growth rates.
−Removed: Although we continue to focus on growth and are evaluating various approaches and alternatives to execute on our business strategies, the outcome of such evaluation or impact of any subsequent actions, if any, is uncertain.
+Added: Although we continue to focus on growth and are evaluating various approaches and alternatives to execute on our business strategies, the
+Added: outcome of such evaluation or impact of any subsequent actions, if any, is uncertain.
Failure to sustain or increase the growth of our business or to execute our business strategies would likely materially and adversely impact our business, financial condition, and results of operations.
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This cost-reduction initiative could materially and adversely affect our business, cash flows, results of operations, profitability, and financial condition, due to factors beyond our control, including if our subtenant fails to make lease payments or otherwise defaults on their obligation to us as we could incur such payment obligations to our landlord and we may not be successful in realizing our anticipated savings and efficiencies.
−Removed: Additionally, in June 2023 and again in January 2025, we completed workforce reductions designed to reduce our operating costs and realign our investment priorities.
+Added: Additionally, we have completed several workforce reductions and reorganizations designed to reduce our operating costs and realign our investment priorities.
We may not effectively execute on, or achieve the stated goals of, any future workforce reductions.
−Removed: For example, reductions in workforce may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, and decreased employee morale.
+Added: For example, reductions in workforce and reorganizations may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, and decreased employee morale.
In addition, while certain positions may be eliminated, other functions necessary to our operations remain.
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Expanding our community into markets outside of the United States is an important part of our strategy.
−Removed: Although we have a significant number of sellers and buyers outside of the United States, we have limited experience in developing local markets outside the United States.
−Removed: Also, visits to our online marketplace from buyers outside the United States may not convert into sales as often as visits from within the United States, including due to the impact of the strong U.S.
−Removed: dollar relative to other currencies.
−Removed: Our success in markets outside the United States will be linked to our ability to attract local sellers and buyers to our online marketplace and to localize our online marketplace in additional languages.
+Added: Although we have a significant number of buyers and sellers outside of the United States, we have limited experience in developing local markets outside the United States.
+Added: Also, visits to our online marketplace from buyers outside the United States may not convert into sales as often as visits from within the United States, including due to volatility in currency exchange rates.
+Added: Our success in markets outside the United States will be linked to our ability to attract local buyers and sellers to our online marketplace and to localize our online marketplace in additional languages.
If we are not able to do so, our growth prospects could be harmed.
3 unchanged sentences
We have made substantial investments to expand to markets outside of the United States and continued expansion in markets outside of the United States may require significant additional financial investment.
−Removed: These investments include marketing to attract and retain new sellers and buyers, developing localized services and web platforms, forming relationships with third-party service providers, supporting operations in multiple countries, and potentially acquiring companies based
−Removed: outside the United States and integrating those companies with our operations.
+Added: These investments include marketing to attract and retain new buyers and sellers, developing localized services and web platforms, forming relationships with third-party service providers, supporting operations in multiple countries, and potentially acquiring companies based outside the United States and integrating those companies with our operations.
These expansion efforts may not be successful and as a result, our business, results of operations, financial condition, and brand could suffer.
22 unchanged sentences
Our business depends on continued and unimpeded access to the Internet, mobile networks, and third-party services.
−Removed: To access our online marketplace, our sellers and buyers rely on access to the Internet or mobile networks.
+Added: To access our online marketplace, our buyers and sellers rely on access to the Internet or mobile networks.
We also depend on widely adopted third-party platforms to reach our customers, such as popular mobile, social, search, and advertising offerings.
6 unchanged sentences
Court of Appeals for the Sixth Circuit issued a decision invalidating the reclassification and the network neutrality rules.
−Removed: Outside of the United States, government regulation of the Internet, including the idea of network neutrality, may be developing or non-existent.
+Added: Outside of the United States, government regulation of the Internet, including the idea of network
+Added: neutrality, may be developing or non-existent.
As a result, we could face discriminatory or anti-competitive practices that could impede our and sellers’ growth prospects, our buyer’s access to our platform, increase our costs, and harm our business.
−Removed: Any significant disruption in service provided by, or termination of our relationship with, third parties that host our website, mobile app, or process payments made by buyers to sellers on our online marketplace could damage our reputation and result in loss of sellers and buyers, which in turn would harm our business and results of operations.
−Removed: Our brand and ability to attract and retain sellers and buyers depends, in part, on the reliable performance of our cloud-hosted servers, network infrastructure and content delivery process.
+Added: Any significant disruption in service provided by, or termination of our relationship with, third parties that host our website, mobile app, or process payments made by buyers to sellers on our online marketplace could damage our reputation and result in loss of buyers and sellers, which in turn would harm our business and results of operations.
+Added: Our brand and ability to attract and retain buyers and sellers depends, in part, on the reliable performance of our cloud-hosted servers, network infrastructure and content delivery process.
If the services provided by third parties are disrupted or if we are unable to maintain and scale the technology underlying our platform, our operations and business could suffer.
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Additionally, as we rely on a fast, secure, and stable Internet, we could be required to adapt to any changes to global standards.
−Removed: We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, and lack of network connectivity in one or more regions, which affect the availability of services on our platform and prevent or inhibit the ability of sellers and buyers to access our online marketplace or complete purchases on our online marketplace and app.
+Added: We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, and lack of network connectivity in one or more regions, which affect the availability of services on our platform and prevent or inhibit the ability of buyers and sellers to access our online marketplace or complete purchases on our online marketplace and app.
Third-party providers host much of our technology infrastructure.
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Third-party providers also have systems that are constantly evolving, it is difficult to predict the challenges that we may encounter in developing our platform for use in conjunction with such third-party systems, and we may not be able to modify our integrations to assure its compatibility with the systems of other third parties following any of their changes to their systems.
−Removed: Further, if we experience failures in our technology infrastructure or do not expand our technology infrastructure successfully, then our ability to attract and retain sellers and buyers and our growth prospects and our business would suffer.
+Added: Further, if we experience failures in our technology infrastructure or do not expand our technology infrastructure successfully, then our ability to attract and retain buyers and sellers and our growth prospects and our business would suffer.
We do not have control over the operations of the facilities of these third-party providers that we use.
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Further, the software and services provided by our third-party payment processors may not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages.
−Removed: Any of these risks could cause us to lose our ability to accept online payments, make payments to sellers or conduct other payment transactions, any of which could make our platform less convenient and attractive and harm our ability to attract and retain sellers and buyers.
+Added: Any of these risks could cause us to lose our ability to accept online payments, make payments to sellers or conduct other payment transactions, any of which could make our platform less convenient and attractive and harm our ability to attract and retain buyers and sellers.
In addition, sellers’ ability to accept orders could be negatively impacted and our business would be harmed.
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The laws and regulations related to payments are complex and vary across different jurisdictions in the United States and globally.
−Removed: As a result, we are required to spend significant time and effort to comply with those laws and regulations.
+Added: In addition, third-party payment processors maintain and enforce their own rules and regulations which we are required to adhere to.
+Added: As a result, we are required to spend significant time and effort to comply with those laws, rules and regulations.
Any failure or claim of our failure to comply, or any failure by our third-party service providers to comply, could cost us substantial resources, could result in liabilities, or could force us to stop offering certain third-party payment services.
−Removed: As we expand the availability of new payment methods to our sellers and buyers in the future, we may become subject to additional regulations and compliance requirements.
+Added: As we expand the availability of new payment methods to our buyers and sellers in the future, we may become subject to additional regulations and compliance requirements.
Further, through our agreement with our third-party credit card processor, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard.
−Removed: We are also subject to rules governing electronic funds transfers.
+Added: We are also subject
+Added: to rules governing electronic funds transfers.
Any change in these rules and requirements could make it difficult or impossible for us to comply.
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Should events, including limited liquidity, defaults, non-performance, or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected.
−Removed: For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was unable to continue their operations and the FDIC was appointed as receiver for SVB and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations.
−Removed: Although we did not have any material funds in SVB or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.
−Removed: If further failures in financial institutions occur where we hold deposits, we could experience additional risk.
+Added: If failures in financial institutions occur where we hold deposits, we could experience additional risk.
Any such loss or limitation on our cash, cash equivalents and short-term investments would adversely affect our business.
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In addition, we may face challenges in connection with timely recruiting, hiring, and retaining qualified engineers to support our operations;
−Removed: and, other companies, including our competitors, may be successful in recruiting and hiring our employees and contractors.
+Added: companies, including our competitors, may be successful in recruiting and hiring our employees and contractors.
Qualified individuals are limited and in high demand, and we may incur significant costs to attract, develop and motivate them.
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state privacy laws and other laws and regulations relating to data protection, privacy, and information security, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them.
−Removed: Similarly, the UK General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) and the EU’s General Data Protection Regulation (“GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), impose stringent data protection and privacy requirements on businesses in relation to the collection, processing, sharing,
−Removed: disclosure, transfer, and other use of personal data of EU and UK data subjects.
+Added: Similarly, the UK General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) and the EU’s General Data Protection Regulation (“GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), impose stringent data protection and privacy requirements on businesses in relation to the collection, processing, sharing, disclosure, transfer, and other use of personal data of EU and UK data subjects.
Complying with the GDPR remains an onerous and potentially costly obligation as interpretations of the specific requirements emerge through the courts, enforcement decisions and regulatory guidance.
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Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws, creating additional compliance hurdles for businesses.
−Removed: Current Standard Contractual Clauses (“SCCs”), adopted by the European Commission in 2021, are limited to transfers where the data importer is not subject to the GDPR.
−Removed: This has left organizations without a clear legal framework for transfers between entities both subject to the GDPR, creating legal uncertainty and operational challenges.
−Removed: Additionally, interpretations of GDPR provisions by courts, along with the enforcement of national laws in EU member states, add complexity and potential inconsistencies in compliance requirements.
−Removed: The European Commission plans to address this gap by introducing new SCCs by the second quarter of 2025, following a public consultation in late 2024.
+Added: Standard Contractual Clauses (“SCCs”), adopted by the European Commission in 2021, were limited to transfers where the data importer is not subject to the GDPR.
+Added: This left organizations without a clear legal framework for transfers between entities both subject to the GDPR, creating legal uncertainty and operational challenges.
+Added: Following a public consultation period that concluded in late 2024, The European Commission finalized a new set of SCCs in late 2025, specifically for transfers where the data importer is not subject to the GDPR.
+Added: Organizations are currently in the transition phase of integrating these new clauses into their data processing agreements to eliminate previous legal uncertainties.
+Added: However, despite these new templates, the landscape remains complex due to evolving court interpretations and the specific enforcement priorities of national Data Protection Authorities across EU member states.
Additionally, companies that transfer personal information out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups.
Some European regulators have ordered certain companies to suspend or permanently cease certain transfers of personal information out of Europe for allegedly violating the EU GDPR’s cross-border data transfer limitations.
−Removed: Until new SCCs are adopted and clear guidance is provided, there remains considerable uncertainty surrounding the future trajectory of the perception of such transfers and businesses face heightened risks, including regulatory scrutiny, enforcement actions, and legal disputes stemming from conflicting interpretations of these requirements or from inconsistencies from one jurisdiction to another, subject to differing interpretations and may be interpreted to conflict with our practices.
+Added: There remains considerable uncertainty surrounding the future trajectory of the perception of such transfers and businesses face heightened risks, including regulatory scrutiny, enforcement actions, and legal disputes stemming from conflicting interpretations of these requirements or from inconsistencies from one jurisdiction to another, subject to differing interpretations and may be interpreted to conflict with our practices.
Additionally, we are, and will continue to be, bound by contractual requirements applicable to our collection, use, processing and disclosure of various types of data, such as via Data Processing Addenda, including personal information, and may be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters.
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Privacy, data protection and information security concerns, whether valid or not valid, may inhibit the use and growth of our online marketplace, particularly in certain foreign countries.
−Removed: If sensitive information about our sellers and buyers or other third parties with whom we transact business is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our online marketplace could be curtailed, we may be exposed to liability, and our reputation would suffer.
+Added: If sensitive information about our buyers and sellers or other third parties with whom we transact business is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our online marketplace could be curtailed, we may be exposed to liability, and our reputation would suffer.
Although we do not directly collect, transmit, and store personal financial information such as credit cards and other payment information, we utilize third-party payment processors who provide these services on our behalf.
−Removed: We also collect and store certain personally identifiable information provided by our sellers and buyers and other third parties with whom we transact business, such as names, email addresses, and the details of transactions.
+Added: We also collect and store certain personally identifiable information provided by our buyers and sellers and other third parties with whom we transact business, such as names, email addresses, and the details of transactions.
The collection, transmission, and storage of such information is subject to stringent legal and regulatory obligations.
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However, advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveries in the field of cryptography, or other developments may result in our failure or inability to adequately protect sensitive information.
−Removed: In addition, there may be scamming or phishing attempts, such as impersonating our personnel, in an effort to obtain personal information from our sellers and buyers or otherwise make inappropriate use of our online marketplace, which could expose us to liability, reduce seller and buyer satisfaction or confidence with our online marketplace, or damage our reputation.
+Added: In addition, there may be scamming or phishing attempts, such as impersonating our personnel, in an effort to obtain personal information from our buyers and sellers or otherwise make inappropriate use of our online marketplace, which could expose us to liability, reduce seller and buyer satisfaction or confidence with our online marketplace, or damage our reputation.
Our platform is vulnerable to power outages, telecommunications failures, and catastrophic events, as well as computer viruses, worms, malicious code, break-ins, phishing attacks, denial-of-service attacks, ransomware, and other cyber-attacks.
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Advances in computer capabilities, new technological discoveries, or other developments may result in cyber-attacks becoming more sophisticated and more difficult to detect.
−Removed: Any failure or perceived failure by us to comply with our privacy policies, our privacy or data protection obligations to sellers and buyers or other third parties, or our privacy or data protection legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause sellers and buyers to lose trust in us, which could have an adverse effect on our business.
+Added: Any failure or perceived failure by us to comply with our privacy policies, our privacy or data protection obligations to buyers and sellers or other third parties, or our privacy or data protection legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause buyers and sellers to lose trust in us, which could have an adverse effect on our business.
In addition to costs associated with investigating and fully disclosing a data breach, we could be subject to substantial costs to remedy the data breach, substantial monetary fines, or private claims by affected parties, and our reputation would likely be harmed.
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Further, if we or our third-party service providers experience security breaches that result in online marketplace performance or availability problems or the loss or unauthorized disclosure of personal and other sensitive information, people may become unwilling to provide us the information necessary to set up seller and buyer accounts, and we could be subject to third-party lawsuits, regulatory fines, or other action or liability.
−Removed: Existing sellers and buyers may also stop listing new items for sale or decrease their purchases or close their accounts altogether.
−Removed: Further, any reputational damage resulting from breach of our security measures could create distrust of our company by sellers and buyers.
+Added: Existing buyers and sellers may also stop listing new items for sale or decrease their purchases or close their accounts altogether.
+Added: Further, any reputational damage resulting from breach of our security measures could create distrust of our company by buyers and sellers.
We and our third-party service providers may not have the resources or technical sophistication to anticipate or prevent all such cyber-attacks.
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We may incur additional costs in the event of a security breach or other security-related incident.
−Removed: Any actual or perceived compromise of our systems or data security measures or those of third parties with whom we do business, or any failure to prevent or mitigate the loss of personal or other confidential information and delays in detecting or providing notice of any such compromise or loss could disrupt our operations, harm the perception of our security measures, damage our reputation, cause some sellers and buyers to decrease or stop their use of our online marketplace, and could subject us to litigation, government action, increased transaction fees, regulatory fines or penalties, or other additional costs and liabilities that could harm our business, financial condition, and results of operations.
+Added: Any actual or perceived compromise of our systems or data security measures or those of third parties with whom we do business, or any failure to prevent or mitigate the loss of personal or other confidential information and delays in detecting or providing notice of any such compromise or loss could disrupt our operations, harm the perception of our security measures, damage our reputation, cause some buyers and sellers to decrease or stop their use of our online marketplace, and could subject us to litigation, government action, increased transaction fees, regulatory fines or penalties, or other additional costs and liabilities that could harm our business, financial condition, and results of operations.
We cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
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Use of social media, emails, phone calls, text messages, and push notifications may harm our reputation or subject us to fines or other penalties.
−Removed: We use social media, emails, phone calls, text messages, and push notifications as part of our omni-channel approach to marketing and communications with sellers and buyers.
+Added: We use social media, emails, phone calls, text messages, and push notifications as part of our omni-channel approach to marketing and communications with buyers and sellers.
As laws and regulations evolve to govern the use of these channels, the failure by us, our employees, or third parties acting at our direction to comply with applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties.
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In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential, or sensitive personal information of our business, employees, consumers, or others.
−Removed: Information concerning us or our sellers and buyers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business.
+Added: Information concerning us or our buyers and sellers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business.
The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our reputation, business, results of operations, financial condition, and prospects.
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Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S.
−Removed: and elsewhere have the potential to disrupt our business and the transactions consummated between our sellers and buyers, which could have a material adverse effect on our financial condition and results of operations.
+Added: and elsewhere have the potential to disrupt our business and the transactions consummated between our buyers and sellers, which could have a material adverse effect on our financial condition and results of operations.
Risks Related to Legal, Regulatory Matters and Litigation
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laws, many of which are evolving.
−Removed: We are subject to a variety of laws and regulations in the United States and around the world, including those relating to traditional businesses, such as employment laws and taxation, and newer laws and regulations focused on the Internet, online commerce, and the resale market, such as payment systems, personal privacy, anti-spam, data security, electronic contracts, unfair and deceptive trade practices, and consumer protection.
+Added: We are subject to a variety of laws and regulations in the United States and around the world, including those relating to traditional businesses, such as employment laws and taxation, and newer laws and regulations focused on the Internet, artificial intelligence, online commerce, and the resale market, such as payment systems, personal privacy, anti-spam, data security, electronic contracts, unfair and deceptive trade practices, and consumer protection.
These laws and regulations are continuously evolving, and compliance is costly and can require changes to our business practices and significant management time and effort.
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Federal, state, and non-U.S.
−Removed: governmental authorities, as well as courts interpreting the laws, continue to evaluate the privacy implications of the use of third-party “cookies,” “web beacons,” and other methods of online tracking.
+Added: governmental authorities, as well as courts interpreting the laws, continue to evaluate the privacy implications of the use of third-party “cookies,” “web beacons,” and other methods of online tracking and artificial intelligence.
The United States, the European Union, and other governments have enacted or are considering legislation that could significantly restrict the ability of companies and individuals to collect and store user information, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools.
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Consequently, the expansion of our operations internationally may require changes to the ways we collect and use consumer information.
+Added: In addition, our increasing reliance on artificial intelligence, including the ingestion of user data into artificial intelligence systems, is subject to evolving privacy regulations, such as the EU Artificial Intelligence Act or the California Consumer Privacy Act, which grant users rights regarding automated decision-making.
+Added: As the legal and regulatory landscape for artificial intelligence continues to shift rapidly, we may be required to devote substantial resources to modify our artificial intelligence systems or discontinue certain features, which could negatively impact our operational efficiency and our ability to compete with other marketplaces.
Existing and future laws and regulations enacted by federal, state, or non-U.S.
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It is also possible that governments of one or more countries may seek to censor content available on our online marketplace or may even attempt to block access to our online marketplace.
−Removed: If we are restricted from operating in one or more countries, our ability to attract or retain sellers and buyers may be adversely affected and we may not be able to grow our business as we anticipate.
+Added: If we are restricted from operating in one or more countries, our ability to attract or retain buyers and sellers may be adversely affected and we may not be able to grow our business as we anticipate.
Some providers of consumer devices and web browsers have implemented, or have announced plans to implement, ways to block tracking technologies which, if widely adopted, could also result in online tracking methods becoming significantly less effective.
−Removed: Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of buyers, increase our costs and limit our ability to attract new, and retain existing, sellers and buyers on cost-effective terms.
+Added: Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of buyers, increase our costs and limit our ability to attract new, and retain existing, buyers and sellers on cost-effective terms.
As a result, our business could be adversely affected.
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Our standard seller terms and conditions require sellers to comply with applicable laws when listing their items.
−Removed: Failure of our sellers to comply with applicable laws, regulations and contractual requirements could lead to litigation or other claims against us, resulting in increased legal expenses and costs.
+Added: Failure of our sellers to comply with applicable laws, regulations and contractual requirements could lead to litigation or other claims against us, resulting in increased legal expenses
Moreover, failure by us to effectively monitor the application of these laws and regulations to our business, and to comply with such laws and regulations, may negatively affect our brand and subject us to penalties and fines.
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export and similar laws and regulations, including the U.S.
−Removed: Department of Commerce’s Export Administration Regulations and various economic and trade sanctions administered by the OFAC.
+Added: Department of Commerce’s Export Administration Regulations and various economic and trade sanctions administered by the U.S.
+Added: Office of Foreign Assets Control (“OFAC”).
export control laws and U.S.
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We may also be subject to new or changing import and export laws and regulations in connection with the change in administration or otherwise, or actions by foreign governments in response to the same.
−Removed: In addition, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide sellers and buyers access to our online marketplace or could limit our sellers’ and buyers’ ability to access or use our services in those countries.
+Added: In addition, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide buyers and sellers access to our online marketplace or could limit our sellers’ and buyers’ ability to access or use our services in those countries.
Our online marketplace could be utilized in violation of such laws, despite the precautions we take to prevent such violations.
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sanctions in apparent violation of U.S.
−Removed: economic sanction laws.
−Removed: In relation to certain compliance issues, we have submitted to OFAC an initial notification of voluntary self-disclosure concerning potential violations.
+Added: economic sanction laws, and we have corresponded with OFAC regarding potential violations.
If we fail to comply with these laws and regulations or are found to be in violation of U.S.
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In addition, various countries regulate the import and export of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted laws that could limit the sale of items through our online marketplace or could limit our sellers’ and buyers’ ability to access our online marketplace in those countries.
−Removed: Changes in our online marketplace, or future changes in export and import regulations, may prevent our international sellers and buyers from utilizing our online marketplace or, in some cases, prevent the export or import of our sellers’ items to certain countries, governments, or persons.
−Removed: Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our online marketplace by, or in our decreased ability to facilitate transactions through our online marketplace among, existing or potential sellers and buyers internationally.
+Added: Changes in our online marketplace, or future changes in export and import regulations, may prevent our international buyers and sellers from utilizing our online marketplace or, in some cases, prevent the export or import of our sellers’ items to certain countries, governments, or persons.
+Added: Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our online marketplace by, or in our decreased ability to facilitate transactions through our online marketplace among, existing or potential buyers and sellers internationally.
Any decreased use of our online marketplace or limitation on our sellers’ ability to export or sell items would adversely affect our business, results of operations, and financial results.
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From time to time, we have, and may in the future, become involved in legal proceedings, claims, or litigation matters, such as matters incidental to the ordinary course of our business, including intellectual property, commercial, employment, class action, whistleblower, accessibility, and other litigation and claims, and governmental and other regulatory investigations and proceedings.
−Removed: Such matters, whether meritorious or not, can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, damage our reputation, or require us to change our business
+Added: Such matters, whether meritorious or not, can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, damage our reputation, or require us to change our business practices.
Further, our general liability insurance may not cover all potential claims made against us or be sufficient to indemnify us for all liability that may be imposed.
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Some of these requirements introduce friction into the buying and selling experience on our platforms and may impact the scope and effectiveness of our marketing efforts, which could negatively impact our business and future outlook.
−Removed: Complying with these laws and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations.
+Added: Complying with these laws and contractual
+Added: or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations.
Any actual or perceived failure by us to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation, or other liabilities.
−Removed: See “Risk Factors—Risks Related to Data Privacy and Cybersecurity, and Infrastructure—Our use and other processing of personal information and other data is subject to laws and obligations relating to privacy and data protection, and our failure to comply with such laws and obligations
−Removed: could harm our business.” We may not be entirely successful in our compliance efforts due to various factors either within our control (such as limited internal resource allocation) or outside our control (such as a lack of vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain requirements).
+Added: See “Risk Factors—Risks Related to Data Privacy and Cybersecurity, and Infrastructure—Our use and other processing of personal information and other data is subject to laws and obligations relating to privacy and data protection, and our failure to comply with such laws and obligations could harm our business.” We may not be entirely successful in our compliance efforts due to various factors either within our control (such as limited internal resource allocation) or outside our control (such as a lack of seller and vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain requirements).
We also publish privacy policies and other documentation regarding our collection, processing, use, and disclosure of personal data.
Although we endeavor to comply with our published policies and documentation, we may at times fail to do so or may be perceived to have failed to do so.
−Removed: Moreover, despite our efforts, we may not be successful in achieving compliance, such as if our employees or vendors fail to comply with our published policies and documentation.
+Added: Moreover, despite our efforts, we may not be successful in achieving compliance, such as if our employees, sellers, or vendors fail to comply with our published policies and documentation.
We are or may also be subject to the terms of our own and third-party external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks and contractual obligations to third parties related to privacy, information security, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with data protection laws, or other obligations.
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Our risks are likely to increase as we continue to expand, grow our customer base.
+Added: We are subject to increasingly stringent and evolving regulations governing online marketplaces in the United States and European Union.
+Added: Failure to comply with laws such as the INFORM Consumers Act and the EU Digital Services Act could result in significant fines and operational disruptions.
+Added: Our business model relies on our ability to host third-party sellers and facilitate global transactions.
+Added: Governments in our primary markets have enacted complex new regulations that place greater responsibility on marketplaces for the conduct of their sellers and the safety of listed products.
+Added: Under the U.S.
+Added: INFORM Consumers Act, increased FTC enforcement necessitates rigorous verification of high-volume sellers to avoid significant civil penalties and potential seller suspensions that would reduce GMV.
+Added: In addition, the EU Digital Services Act imposes strict "Know Your Business Customer" and content moderation requirements, carrying potential fines of up to 6% of global annual turnover.
+Added: Ultimately, these regulations may not only increase operating costs and trigger legal liabilities but also encourage platform disintermediation by mandating the disclosure of seller contact information, directly threatening our commission-based revenue model.
+Added: This would result in a loss of commissions and could materially adversely affect our financial results.
Risks Related to Intellectual Property
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Our principal trademark assets include the registered trademark “1stDibs” and our logos and taglines.
−Removed: Our trademarks are valuable assets that support our brand and consumers’ perception of our services and merchandise.
+Added: Our trademarks are valuable assets that support our brand and consumers’ perception of our services and sellers’ listings.
We also hold the rights to the “1stDibs.com” Internet domain name and various related domain names, which are subject to Internet regulatory bodies and trademark and other related laws of each applicable jurisdiction.
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An adverse decision in any of these legal actions could limit our ability to assert our intellectual property or proprietary rights, limit the value of our intellectual property or proprietary rights, or otherwise negatively impact our business, financial condition, and results of operations.
−Removed: If the protection of our intellectual property and proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to existing or potential sellers and buyers may become confused in the marketplace, and our ability to attract sellers and buyers may be adversely affected.
+Added: If the protection of our intellectual property and proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to existing or potential buyers and sellers may become confused in the marketplace, and our ability to attract buyers and sellers may be adversely affected.
Intellectual property claims, which can be extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies in the future.
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We also might be required to seek a costly license for third-party intellectual property.
−Removed: Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses.
+Added: a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses.
We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
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We currently expect to cease to be an emerging growth company as of December 31, 2026, the last day of the fiscal year following the fifth anniversary of our IPO.
−Removed: Accordingly, we will likely become subject to additional disclosure and reporting requirements and related increased compliance costs.
+Added: Accordingly, we may become subject to additional disclosure and reporting requirements and related increased compliance costs.
In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.
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As a public company, we have incurred, and expect to continue to incur, significant legal, accounting, and other expenses, and we must maintain effective disclosure and financial controls and corporate governance practices.
−Removed: Our management team and other personnel devote a substantial amount of time to, and we may not effectively, or efficiently manage our operations as
−Removed: a public company, including our compliance with laws and regulations applicable to public companies.
+Added: Our management team and other personnel devote a substantial amount of time to, and we may not effectively, or efficiently manage our operations as a public company, including our compliance with laws and regulations applicable to public companies.
For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations of the SEC and Nasdaq.
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Since our second annual report following our IPO, we have been required to provide a management report on internal control over financial reporting.
−Removed: However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company,” as defined in the JOBS Act.
+Added: However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company,” as defined in the JOBS Act or a “smaller reporting company” as set forth under the Exchange Act.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.
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Risks Related to Tax and Accounting Matters
−Removed: We could be required to pay or collect sales taxes in jurisdictions in which we do not currently do so, with respect to past or future sales.
+Added: We could be required to pay or collect sales or income taxes in jurisdictions in which we do not currently do so, with respect to past or future sales.
This could adversely affect our business and results of operations.
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Wayfair, Inc.
−Removed: et al (“Wayfair”), that online sellers can be required to collect sales tax despite not having a physical presence in the state of the
−Removed: In response to Wayfair, or otherwise, state or local governments and taxing authorities may adopt, or begin to enforce, laws requiring us to calculate, collect and remit taxes on sales in their jurisdictions.
−Removed: In addition, almost fully remote work environment can result in an increased number of states in which we have employees, which may result in sales tax obligations that we did not previously have.
−Removed: While we believe that we collect and remit sales taxes in every state that requires sales taxes to be collected, including states where we do not have a physical presence, the adoption of new laws by, or a successful assertion by the taxing authorities of, one or more state or local governments requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.
+Added: et al (“Wayfair”), that online sellers can be required to collect sales tax despite not having a physical presence in the state of the customer.
+Added: In response to Wayfair, or otherwise, state or local governments and taxing authorities have adopted, or have begun to enforce, laws requiring us to calculate, collect and remit taxes on sales in their jurisdictions.
+Added: While we believe that we collect and remit sales taxes in every state that requires sales taxes to be collected, including states where we do not have a physical presence, the adoption of new laws by, or a successful assertion by the taxing authorities of, one or more state or local governments requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in tax liabilities, as well as penalties and interest.
The imposition by state governments and taxing authorities of sales tax collection obligations on out-of-state e-commerce businesses could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could harm our business and results of operations.
+Added: In addition, an almost fully remote work environment can result in an increased number of states in which we have employees, which may result in state income tax obligations that we did not previously have.
Our business and our sellers may be subject to sales tax, value-added tax (“VAT”), provincial taxes, goods and services tax, and other taxes.
−Removed: The application of indirect taxes, such as sales and use tax, VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses like ours and to our sellers and buyers is a complex and evolving issue.
+Added: The application of indirect taxes, such as sales and use tax, VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses like ours and to our buyers and sellers is a complex and evolving issue.
Significant judgment is required to evaluate applicable tax obligations and as a result amounts recorded are estimates and could change.
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Furthermore, taxing authorities have become more aggressive in their interpretation and enforcement of such laws, rules, and regulations over time, as governments are increasingly focused on ways to increase revenues.
−Removed: This focus has contributed to an increase in audit activity and stricter enforcement by taxing authorities.
+Added: This focus has contributed to an
+Added: increase in audit activity and stricter enforcement by taxing authorities.
As such, additional taxes or other assessments may be in excess of our current tax reserves or may require us to modify our business practices to reduce our exposure to additional taxes going forward, any of which may have a material adverse effect on our business, results of operations, financial condition, and prospects.
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federal, state, and local taxing authorities are currently reviewing the appropriate treatment of companies engaged in Internet commerce and considering changes to existing tax or other laws that could levy sales, income, consumption, use, or other taxes relating to our activities, and/or impose obligations on us to collect such taxes.
−Removed: If such tax or other laws, rules, or regulations are amended, or if new unfavorable laws, rules or regulations are enacted, the
−Removed: results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our services if we pass on such costs to our sellers or buyers, result in increased costs to update or expand our technical or administrative infrastructure, or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions.
+Added: If such tax or other laws, rules, or regulations are amended, or if new unfavorable laws, rules or regulations are enacted, the results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our services if we pass on such costs to our sellers or buyers, result in increased costs to update or expand our technical or administrative infrastructure, or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions.
As a result, these changes may have a material adverse effect on our business, results of operations, financial condition, and prospects.
−Removed: The Tax Cuts and Jobs Act of 2017 made a number of significant changes to the current U.S.
−Removed: federal income tax rules, including the reduction of the generally applicable corporate tax rate from 35% to 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted taxable income (except for certain small businesses), the limitation of the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable income and the elimination of net operating loss carrybacks generated in taxable years ending after December 31, 2017 (though any such net operating losses may be carried forward indefinitely), and the modification or repeal of many business deductions and credits.
−Removed: Additionally, the Coronavirus Aid, Relief, and Economic Security Act, which, among other things, suspends the 80% limitation on the deduction for net operating losses in taxable years beginning before January 1, 2021, permits a five-year carryback of net operating losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021, and generally caps the limitation on the deduction for net interest expense at 50% of adjusted taxable income for taxable years beginning in 2019 and 2020.
−Removed: It cannot be predicted whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated or issued, which could result in an increase in our or our stockholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law.
+Added: In the ordinary course of our business, there are numerous transactions and calculations for which the ultimate tax determination is uncertain.
+Added: Although we believe that our tax positions and related provisions reflected in the financial statements are fully supportable, we recognize that these tax positions and related provisions may be challenged by various tax authorities.
+Added: These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretation of tax laws, developments in case law, and closing of statute of limitations.
+Added: To the extent that the ultimate results differ from our original or adjusted estimates, our actual tax liability and/or effective tax rate could be adversely affected.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.
+Added: OBBBA includes significant corporate tax changes, including a restoration of the current deductibility for domestic research expenditures beginning in 2025, with transition options for previously capitalized amounts.
+Added: OBBBA also includes changes to certain U.S.
+Added: international provisions beginning in 2026.
+Added: We do not expect the legislation to have a material impact on our provision for income taxes.
+Added: We will continue to assess and monitor OBBBA’s potential impact on our consolidated financial statements.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
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No additional ownership changes have occurred through the date of the most recent study.
−Removed: We are 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.
−Removed: It is possible that we may experience an ownership change as a result of this study.
In the event that we experience an ownership change within the meaning of Sections 382 and 383 of the Code as a result of the study or any future transactions in our stock, then we may be limited in our ability to use our NOL carryforwards to offset our future taxable income, if any.
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• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;
−Removed: • events or factors resulting from war or other outbreak of hostilities, geopolitical tensions, acts of terrorism, global health crises, such as the recent COVID-19 pandemic, responses to these events, or the perception that any such factors or events may occur;
+Added: • events or factors resulting from war or other outbreak of hostilities, geopolitical tensions, acts of terrorism, global health crises, responses to these events, or the perception that any such factors or events may occur;
• announcements of new services or offerings, strategic alliances, or significant agreements or other developments by us or our competitors;
2 unchanged sentences
• disruptions in our online marketplace due to hardware, software or network problems, security breaches, or other issues;
−Removed: • global economic conditions or economic conditions in the jurisdictions in which we operate, and market conditions in our industry and those affecting our sellers and buyers;
+Added: • global economic conditions or economic conditions in the jurisdictions in which we operate, and market conditions in our industry and those affecting our buyers and sellers;
• trading activity by our principal stockholders and other market participants, in whom ownership of our common stock may be concentrated;
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Our operating results with respect to one or more certain financial measures have in the past, and in the future may, come in below expectations, including market or analyst expectations.
−Removed: Any change in previously released guidance or in our practice of releasing guidance could materially and adversely affect the trading price of our common stock.
+Added: Any change in previously released guidance or in our practice of releasing guidance could
+Added: materially and adversely affect the trading price of our common stock.
Further, if our actual performance does not meet or exceed our guidance or investor expectations, the trading price of our common stock is likely to decline.
49 unchanged sentences
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
−Removed: As a result, the enforceability of this provision is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.
+Added: As a result, the enforceability of this provision is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or
+Added: liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.
Further, compliance with the federal securities laws and the rules and regulations thereunder cannot be waived by investors in our common stock.
11 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.