7 unchanged sentences
We believe we are a leading online marketplace for these luxury design items based on the aggregate number of listings on our online marketplace and our Gross Merchandise Value (“GMV”).
−Removed: Our sellers, who undergo an evaluation by our in-house experts to vet the integrity of their listings, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online.
+Added: Our sellers, who undergo an evaluation by our in-house experts to vet the quality of their inventory, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online.
By disrupting the way these items are bought and sold, we are both expanding access to, and growing the market for, luxury design.
−Removed: 1stDibs began over two decades ago with the vision of bringing the magic of the Paris flea market online by creating a listings site for top vintage and antique furniture sellers.
−Removed: The quality of our initial seller base enabled us to build a reputation in the design industry as a trusted source for unique luxury design.
−Removed: Since then, we have strengthened our brand as well as deepened and broadened our seller relationships.
−Removed: We launched our e-commerce platform in 2013 and transitioned to a full e-commerce marketplace model in 2016.
As of December 31, 2025, we operate an e-commerce marketplace with approximately 5,700 unique sellers, compared to approximately 5,900 as of December 31, 2024.
4 unchanged sentences
An individual listing’s stock value is calculated as the item’s current price multiplied by its quantity available for sale.
−Removed: GMV remained flat year over year and was $362.3 million for each of the years ended December 31, 2024 and 2023.
+Added: GMV was $363.9 million for the year ended December 31, 2025 compared to $362.3 million for the year ended December 31, 2024.
Our net revenue was $89.6 million for the year ended December 31, 2025, compared to $88.3 million for the year ended December 31, 2024, an increase of 2%.
−Removed: In the year ended December 31, 2024, we generated a net loss of $18.6 million and Adjusted EBITDA of $8.0 million, compared to a net loss of $22.7 million and Adjusted EBITDA of $13.3 million for the year ended December 31, 2023.
+Added: In the year ended December 31, 2025, we generated a net loss of $13.7 million and Adjusted EBITDA loss of $2.4 million, compared to a net loss of $18.6 million and Adjusted EBITDA loss of $8.0 million for the year ended December 31, 2024.
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Restructuring Charges
−Removed: In September 2022, we announced and implemented a restructuring plan to reduce operational costs and realign investment priorities involving the reduction of approximately 10% of our workforce.
−Removed: As a result of the reduction, we incurred approximately $0.7 million in restructuring charges in the year ended December 31, 2022, consisting primarily of employee severance and benefits costs.
In June 2023, we announced a workforce reduction designed to further reduce operating costs and further realign investment priorities involving the reduction of approximately 20% of our global workforce.
As a result of the reduction, we incurred approximately $2.0 million in restructuring charges during the year ended December 31, 2023, consisting primarily of employee severance and benefits costs.
−Removed: During the year ended December 31, 2024, the Company incurred $1.4 million of additional employee severance and benefits costs relating to a further workforce reduction.
−Removed: The majority of the accrued severance totaling $1.3 million as of December 31, 2024 is anticipated to be paid during the year ending December 31, 2025, while approximately $0.1 million is expected to be paid during the first quarter of 2026.
+Added: During the year ended December 31, 2024, we incurred $1.4 million of additional employee severance and benefits costs relating to a further workforce reduction.
+Added: During the year ended December 31, 2025, we incurred $0.8 million of employee severance and benefits costs relating to a reorganization intended to improve operational and cost efficiency.
+Added: The remaining $0.1 million as of December 31, 2025 is anticipated to be paid during the first quarter of 2026.
See Note 2, “Summary of Significant Accounting Policies” for further discussion on restructuring charges.
2 unchanged sentences
Seller Marketplace Services
−Removed: Seller marketplace services consist of marketplace transactions, subscriptions, and listings, and accounted for substantially all of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: Seller marketplace services consist of marketplace transactions, subscriptions, and sponsored listings, and accounted for substantially all of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively.
Marketplace Transaction Fees
−Removed: Our sellers pay us a commission and processing fee for the successful sale of an item listed on our online marketplace.
−Removed: We have a commission fee structure that is a function of the item’s category and price.
+Added: Our sellers pay us a commission and processing fees for the successful sale of an item listed on our online marketplace.
+Added: We have a commission fee structure that is a function of the item’s vertical and price.
Our commission fees range from 5% to 50% of GMV and we charge processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds.
Our marketplace transaction fees represent the majority of our net revenue and accounted for 74%, 74%, and 71% of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: Subscription & Listing Fees
+Added: Subscription & Sponsored Listings
We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or a lower monthly subscription fee and higher commission rates.
1 unchanged sentence
Our ability to maintain the level of our annual subscription fee rates depends on our ability to continue to generate sales for our sellers, which in turn depends on our ability to drive GMV growth, as GMV increases the network effect on our online marketplace.
−Removed: We earn listing fees from sellers, on a per item basis, as directed by the seller to promote certain items at the seller’s discretion.
−Removed: Sellers do not pay a listing fee for a basic listing on our online marketplace, but can choose to pay for other listing fees, which provide promotional advantages over the basic listing.
−Removed: Listing fees accounted for 3%, 4%, and 2% of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: We earn sponsored listing revenue when a user clicks on a listing which a seller requested to be promoted.
+Added: Sellers do not pay a fee for a basic listing on our online marketplace, but can choose to pay for sponsored listings, which provide promotional advantages over the basic listing.
+Added: Sponsored listings accounted for 4%, 3%, and 4% of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively.
Other Services
−Removed: Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace and accounted for 1%, 1% and 3% of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace and accounted for 1% of our net revenue for all of the years ended December 31, 2025, 2024, and 2023.
Advertising revenue is generated when impression-based ads are displayed on our online marketplace on our sellers’ behalf.
3 unchanged sentences
• Active Buyers;
−Removed: • Adjusted EBITDA (see “Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA).
+Added: • Adjusted EBITDA (see “Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), to Adjusted EBITDA);
+Added: • Free cash flow (see “Non-GAAP Financial Measures” for a discussion of free cash flow and a reconciliation of cash from operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow)
For GMV, Number of Orders, and Active Buyers, these metrics are based on internal company data, assumptions, and estimates and are used in managing our business.
12 unchanged sentences
Adjusted EBITDA (unaudited) $ (2,448) $ (8,009) $ (13,340)
+Added: Free cash flow (unaudited) $ (3,199) $ (4,832) $ (15,350)
Gross Merchandise Value
15 unchanged sentences
We believe this metric reflects scale, engagement and brand awareness, and our ability to convert user activity on our online marketplace into transactions.
−Removed: Our historical performance for Active Buyers may not be indicative of future performance in new Active Buyers.
+Added: Our historical performance for Active Buyers may not be indicative of future performance in Active Buyers.
Adjusted EBITDA
−Removed: We define Adjusted EBITDA as net loss excluding depreciation and amortization, stock-based compensation expense, other income, net, provision for income taxes, gain on sale of business, and strategic alternative expenses.
+Added: We define Adjusted EBITDA as net loss excluding depreciation and amortization, stock-based compensation expense, other income, net, provision for income taxes, restructuring expenses, and strategic alternative expenses.
Adjusted EBITDA is a key performance measure used by our management and board of directors to assess our operating performance and the operating leverage of our business.
2 unchanged sentences
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
+Added: Free cash flow
+Added: We define free cash flow as net cash from operating activities less purchases of property and equipment.
+Added: We use free cash flow as a supplemental measure of liquidity and to evaluate our ability to generate cash from operations that can be used for strategic initiatives and working capital requirements.
+Added: We believe that free cash flow is an important financial measure for use in evaluating our financial performance.
+Added: See “Non-GAAP Financial Measures” for more information and for a reconciliation of net cash from operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow.
Key Factors Affecting Our Performance
12 unchanged sentences
To calculate the percentage of buyers retained, we divide total GMV in a specific period for a given cohort by the GMV of that cohort in the prior period.
−Removed: Similar to GMV and net revenue, we believe these metrics have been negatively impacted, directly and indirectly, by macroeconomic factors.
−Removed: The figures below represent our on-platform GMV from our online marketplace by buyer cohort for the year ended December 31, 2024.
+Added: We believe these metrics have been negatively impacted, directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments.
New buyers represented 34%, 38%, and 35% of GMV for the years ended December 31, 2025, 2024 and 2023, respectively while returning buyers represented 66%, 62%, and 65% of GMV for the years ended December 31, 2025, 2024 and 2023, respectively.
1 unchanged sentence
Our net revenue consists principally of seller marketplace services.
−Removed: Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees.
+Added: Seller marketplace services primarily consist of marketplace transactions, subscriptions, and sponsored listings.
Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV, and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds.
−Removed: If a seller accepts a return or refund of an on-platform purchase, the related commission and processing fees are refunded.
+Added: If a seller accepts a return or refund for an on-platform purchase, the related commission and, in some cases, processing fees are refunded.
Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers.
5 unchanged sentences
Cost of revenue includes payment processor fees and hosting expenses.
−Removed: Cost of revenue also includes expenses associated with payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations and logistics, consulting costs, and amortization expense related to our capitalized internal-use software.
+Added: Cost of revenue also includes payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations and logistics, consulting costs, and amortization expense related to our capitalized internal-use software.
In certain transactions where our shipping services are elected by sellers, we facilitate shipping of items purchased from the seller to the buyer.
8 unchanged sentences
Advertising expenses consist primarily of costs incurred promoting and marketing our services, such as costs associated with acquiring new users through performance-based marketing, social media programs, email, and events.
−Removed: Promotional discounts and incentives represent incentives solely to end buyers and, therefore, are not considered payments made to our customers.
+Added: Promotional discounts and incentives represent incentives solely to buyers and, therefore, are not considered payments made to our customers.
Buyers are not our customers because access to the 1stDibs online marketplace is free for buyers, and we have no performance obligations with respect to buyers;
+Added: we consider our sellers to be our customers.
Technology Development
2 unchanged sentences
General and Administrative
−Removed: General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related expenses associated with finance, legal, facility and human resources related personnel, lease expense, net of sublease income, business liability insurance, accounting, professional fees, and depreciation of property and equipment.
+Added: General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related expenses associated with finance, legal, facility and human resources related personnel, lease expense, net of sublease income, business liability insurance, accounting, professional fees, consulting costs, and depreciation of property and equipment.
We expense all general and administrative expenses as incurred.
Provision for Transaction Losses
−Removed: Provision for transaction losses primarily consists of transaction loss expense associated with 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.
−Removed: The provision for transaction losses also includes bad debt expense associated with our accounts receivable balance.
+Added: Provision for transaction losses primarily consists of transaction loss expense associated with our purchase protection program, including damages to products caused in shipping and transit, reimbursements to dissatisfied buyers at our discretion, and items that were not received or not as described by the seller.
+Added: The provision for transaction losses also includes bad debt expense associated with our seller accounts receivable balance.
Results of Operations
10 unchanged sentences
Provision for transaction losses 3,033 3,020 3,729
−Removed: Gain on sale of Design Manager — — (9,684)
Total operating expenses 84,404 89,641 90,600
2 unchanged sentences
Interest income 3,990 5,942 6,639
−Removed: Interest expense — — (11)
Other, net 1,408 1,684 1,703
14 unchanged sentences
Provision for transaction losses 3 4 4
−Removed: Gain on sale of Design Manager — — (10)
Total operating expenses 94 102 107
2 unchanged sentences
Interest income 4 7 8
−Removed: Interest expense — — —
Other, net 2 2 2
8 unchanged sentences
Net revenue was $89.6 million for the year ended December 31, 2025, as compared to $88.3 million for the year ended December 31, 2024.
−Removed: The increase of $3.6 million, or 4%, was primarily driven by various strategic initiatives we actioned to improve our take rates, including commission re-tiering.
−Removed: Our marketplace transaction fees represent the majority of our net revenue and accounted for 74% and 71% of our net revenue for the years ended December 31, 2024 and 2023, respectively.
+Added: The increase of $1.4 million, or 2%, was primarily driven by an increase in non-transactional revenue due to targeted subscription increases in 2025 and higher sales from sponsored listings.
+Added: Additionally, our take rates increased slightly due to the mix of orders by vertical and price.
+Added: Our marketplace transaction fees represent the majority of our net revenue and accounted for 74% of our net revenue for each of the years ended December 31, 2025 and 2024.
Subscription fees accounted for 21% and 22% of our net revenue for the years ended December 31, 2025 and 2024, respectively.
4 unchanged sentences
Cost of revenue was $24.2 million for the year ended December 31, 2025, as compared to $24.8 million for the year ended December 31, 2024.
−Removed: The decrease of $0.3 million, or 1%, was primarily driven by a $0.5 million decrease in salaries and benefits resulting from decreases in average headcount from the prior period, primarily related to our reduction in workforce in June 2023, partially offset by annual compensation increases in March.
+Added: The decrease of $0.6 million, or 3%, was primarily driven by a $0.6 million decrease in credit card processing fees due to better pricing negotiated with one of our main payment processors.
Gross Profit and Gross Margin
Gross profit was $65.4 million and gross margin was 73.0% for the year ended December 31, 2025, as compared to gross profit of $63.4 million and gross margin of 71.9% for the year ended December 31, 2024.
−Removed: The increase in gross profit and gross margin for the year ended December 31, 2024 was primarily driven by our initiatives to improve our take rates, contributing to an increase in net revenue, as well as our cost savings initiatives in the second half of 2023 which contributed to a decrease in our cost of revenue, as outlined above.
+Added: The increase in gross profit and gross margin for the year ended December 31, 2025 was primarily driven by the increase in net revenue, specifically non-transaction revenue, and the decrease in credit card processing fees as outlined above.
Operating Expenses
4 unchanged sentences
Sales and marketing expense was $31.1 million for the year ended December 31, 2025, as compared to $38.1 million for the year ended December 31, 2024.
−Removed: The increase of $1.4 million, or 4%, was primarily driven by a $2.7 million increase in performance-based marketing spend which contributed to an increase in GMV and net revenues during the first half of 2024 and again in the fourth quarter.
−Removed: This increase was partially offset by a $1.0 million decrease in salaries and benefits resulting from decreases in headcount, primarily related to our reduction in workforce in June 2023, partially offset by annual compensation increases in March.
+Added: The decrease of $7.0 million, or 18%, was mainly due to a $3.6 million decrease in performance-based marketing and promotional campaigns, and a $3.2 million decrease in salaries, benefits, and stock-based compensation resulting from decreases in headcount primarily related to our reduction in workforce in January 2025 and reorganization in September 2025.
Technology Development
3 unchanged sentences
Technology development expense was $23.4 million for the year ended December 31, 2025, as compared to $21.2 million for the year ended December 31, 2024.
−Removed: The decrease of $0.5 million, or 2%, was primarily driven by a $1.0 million decrease in salaries and benefits resulting from decreases in headcount, primarily related to our reduction in workforce in June 2023, which were partially offset by annual compensation increases in March, including a $0.3 million increase in stock-based compensation expense.
+Added: The increase of $2.2 million, or 11%, was mainly due to a $2.6 million increase in salaries and benefits resulting from our annual compensation increases in March, partially offset by a $0.4 million decrease in stock-based compensation resulting mainly from equity awards granted at lower stock prices.
General and Administrative
3 unchanged sentences
General and administrative expense was $26.9 million for the year ended December 31, 2025, as compared to $27.4 million for the year ended December 31, 2024.
−Removed: The decrease of $1.2 million, or 4%, was primarily driven by a $1.7 million decrease in lease expense, net, primarily due to sublease income related to our August 2023 sublease for our former New York City corporate headquarters, and a $1.1 million decrease related to lower rates negotiated with vendors, including lower insurance expense.
−Removed: These decreases were partially offset by a $1.4 million increase in stock-based compensation expense, primarily due to equity grants which occur annually in March.
+Added: The decrease of $0.5 million, or 2%, was mainly due to a $0.9 million decrease in salaries and wages as a result of our 2024 reductions in workforce, and a $0.3 million decrease in the cost of our business liability insurance.
+Added: These decreases were partially offset by a $0.4 million increase in professional fees and a $0.2 million increase in stock-based compensation.
Provision for Transaction Losses
2 unchanged sentences
Provision for transaction losses $ 3,033 $ 3,020 $ 13 — %
−Removed: Provision for transaction losses was $3.0 million for the year ended December 31, 2024, as compared to $3.7 million for the year ended December 31, 2023.
−Removed: The decrease of $0.7 million, or 19%, was primarily driven by a decrease in damage claims as a result of new policies implemented by us and in partnership with our carriers.
+Added: Provision for transaction losses was generally flat with $3.0 million for the each of the years ended December 31, 2025 and 2024.
Other Income, Net
3 unchanged sentences
Other income, net was $5.4 million for the year ended December 31, 2025, as compared to $7.6 million for the year ended December 31, 2024.
−Removed: The decrease of $0.7 million, or 9%, was due primarily to interest income on our cash, cash equivalents, and short-term investments which decreased in the current year due to less cash, cash equivalents, and short-term investments as well as lower interest rates.
+Added: The decrease of $2.2 million, or 29%, was mainly due to lower interest income driven by lower cash, cash equivalents, and short-term investments for the year ended December 31, 2025, coupled with lower interest rates.
+Added: Liquidity and Capital Resources
+Added: As of December 31, 2025, we had cash, cash equivalents and short-term investments of $95.0 million and an accumulated deficit of $346.0 million.
+Added: Net cash used in operating activities was $2.4 million in the year ended December 31, 2025.
+Added: We expect operating losses to continue in the foreseeable future as we continue to strategically invest in growth activities.
+Added: Our cash flows, including net cash from operating activities, may vary from quarter to quarter, due to the timing of payments to sellers,
+Added: vendor contracts and prepayments, annual bonuses, marketing related expenses, and other factors.
+Added: Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under our 2025 Stock Repurchase Program.
+Added: As we continue to enhance our processes and enter into a new agreement with our payment processors, in 2026 we expect to have certain funds classified as payment processor receivables and seller accounts, an other current asset on our consolidated balance sheet.
+Added: This change is expected to lower our cash and cash equivalents balance by approximately $6 million to $10 million and increase our other current assets by the same approximate amounts.
+Added: This change will have no impact on total current assets or total assets.
+Added: Based on our current plans, we believe our existing cash, cash equivalents and short-term investments will be sufficient to fund our operations and capital expenditure requirements through at least the next 12 months.
+Added: We expect to continue to incur substantial expenditures in the near term to support our ongoing activities.
+Added: While management believes that our current cash, cash equivalents and short-term investments are sufficient to fund our operating expenses, capital expenditure requirements and any anticipated share repurchases under the 2025 Stock Repurchase Program for at least the next 12 months, we may need to borrow funds or raise additional equity to achieve our longer-term business objectives.
+Added: Our future capital requirements will depend on many factors, including:
+Added: • the emergence of competing online marketplaces and other adverse market developments;
+Added: • the timing and extent of our sales and marketing and technology development expenditures;
+Added: • any investments, acquisitions or other similar strategic endeavors we may choose to pursue in the future.
+Added: A change in the outcome of any of these or other variables could significantly impact our operating plans, and we may need additional funds to meet operational needs and capital requirements associated with such plans.
+Added: In addition, any future borrowings may result in additional restrictions on our business and any issuance of additional equity would result in dilution to investors.
+Added: If we are unable to raise additional capital when we need it, it could harm our business, results of operations, and financial condition.
+Added: Stock Repurchase Program
+Added: As of December 31, 2025, 7,238,060 shares have been purchased for a total cost of $35.0 million since the commencement of our 2023, 2024 and 2025 stock repurchase programs and approximately $10.4 million remains available for future purchases under the 2025 Stock Repurchase Program.
+Added: The following table summarizes our cash flows for the periods indicated:
+Added: Year Ended December 31,
+Added: (in thousands) 2025 2024
+Added: Net cash used in operating activities $ (2,436) $ (2,910)
+Added: Net cash provided by investing activities 5,518 22,291
+Added: Net cash used in financing activities (6,388) (30,706)
+Added: Effect of exchange rate changes on cash, cash equivalents, and restricted cash 269 (29)
+Added: Net decrease in cash, cash equivalents, and restricted cash $ (3,037) $ (11,354)
+Added: Cash Flows from Operating Activities
+Added: Net cash used in operating activities was $2.4 million for the year ended December 31, 2025, and was due mainly to changes in operating assets and liabilities, including a $4.1 million decrease in operating lease liabilities due to our operating lease payments, a $2.4 million decrease in accounts payable and accrued expenses due to the timing of vendor invoices and related payments, and a $2.0 million decrease in payables due to sellers as a result of timing of when sellers are paid.
+Added: These decreases were partially offset by a $5.0 million decrease in net loss mainly due to the decreases in operating expenses as described above, as well as a $0.8 million increase in receivables from payment processors due to timing.
+Added: Net cash used in operating activities was $2.9 million for the year ended December 31, 2024, and was driven primarily by a $3.3 million decrease in operating lease liabilities due to lease payments on our previous and current NYC headquarters, partially offset by our sublease income, a $1.7 million decrease in accounts payable and accrued expenses due to the timing of payments and invoices, and a $1.8 million decrease in other current liabilities and other liabilities related to payments for sales and other indirect tax contingencies.
+Added: These decreases were partially offset by a $2.1 million increase in payables due to sellers due to timing of the payments we make to our sellers.
+Added: Cash Flows from Investing Activities
+Added: Net cash provided by investing activities was $5.5 million for the year ended December 31, 2025, and was driven primarily by $71.4 million maturities and sales of short-term investments, partially offset by $65.2 million purchases of short-term investments.
+Added: Net cash provided by investing activities was $22.3 million for the year ended December 31, 2024, and was driven primarily by $110.3 million maturities and sales of short-term investments, partially offset by $86.4 million purchases of short-term investments.
+Added: Cash Flows from Financing Activities
+Added: Net cash used in financing activities was $6.4 million for the year ended December 31, 2025, and was driven primarily by $3.8 million of payments for taxes related to net share settlements of stock-based compensation awards and $3.4 million in purchases of our common stock as part of our 2024 and 2025 stock repurchase programs, partially offset by $0.7 million in proceeds from the exercise of stock options.
+Added: Net cash used in financing activities was $30.7 million for the year ended December 31, 2024, and was driven primarily by $27.7 million in purchases of our common stock as part of our 2023 and 2024 stock repurchase programs and $3.8 million of payments for taxes related to net share settlements of stock-based compensation awards, partially offset by $0.8 million in proceeds from the exercise of stock options.
Non-GAAP Financial Measures
−Removed: We have included Adjusted EBITDA, which is a non-GAAP financial measure, because it is a key measure used by our management team to help us to assess our operating performance and the operating leverage in our business.
+Added: We have included Adjusted EBITDA, which is a non-GAAP financial measure, because it is a key measure used by our management team and our board of directors to help us to assess our operating performance and the operating leverage in our business.
We also use this measure to analyze our financial results, establish budgets and operational goals for managing our business, and make strategic decisions.
1 unchanged sentence
Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making.
−Removed: We also believe that the presentation of this non-GAAP financial measure provides an additional tool for investors to use in comparing our core
−Removed: business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors, and to analyze our operating performance.
+Added: We also believe that the presentation of this non-GAAP financial measure provides an additional tool for investors to use in comparing our core business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors, and to analyze our operating performance.
The non-GAAP financial measures presented may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated.
7 unchanged sentences
• The exclusion of other income, net, which includes interest income related to our cash, cash equivalents and short-term investments, and realized and unrealized gains and losses on foreign currency exchange;
−Removed: • The exclusion of gain on sale of Design Manager, which is a one-time sale of our wholly owned subsidiary;
−Removed: • The exclusion of strategic alternative expenses in connection with capital return strategies, buy- and sell-side mergers, acquisitions and partnerships which include integration costs, sale of a business or subsidiary, business optimization costs related to revisions of operational objectives and priorities which include restructuring charges, in all cases outside the ordinary course.
+Added: • The exclusion of discrete restructuring expenses such as severance and benefit costs from reductions in force and reorganizations that are fundamentally different in strategic nature from ongoing initiatives.
+Added: We believe the exclusion of these items facilitates a more consistent comparison of operating performance over time because they are distinct from ongoing operational costs;
+Added: • The exclusion of strategic alternative expenses in connection with capital return strategies, buy and sell-side mergers, acquisitions, partnerships and divestitures, including integration costs.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.
4 unchanged sentences
(4) provision for income taxes;
−Removed: (5) gain on sale of business;
+Added: (5) restructuring expenses;
and (6) strategic alternative expenses.
7 unchanged sentences
Provision for income taxes 98 44 14
−Removed: Gain on sale of Design Manager — — (9,684)
+Added: Restructuring expenses 802 1,367 1,989
Strategic alternative expenses — 77 1,057
Adjusted EBITDA (unaudited) $ (2,448) $ (8,009) $ (13,340)
+Added: Free cash flow is a non-GAAP financial measure defined as net cash from operating activities less purchases of property and equipment.
+Added: We use free cash flow as a supplemental measure of liquidity and to evaluate our ability to generate cash from operations that can be used for strategic initiatives and working capital requirements.
+Added: We believe that free cash flow is an important financial measure for use in evaluating our financial performance.
+Added: Free cash flow has limitations as it omits certain components of the consolidated statements of cash flows and does not represent the residual cash flow available for discretionary expenditures.
+Added: Other companies may calculate free cash flow differently, which reduces its usefulness as a comparative measure.
+Added: As a result of these limitations, free cash flow should be considered in addition to, rather than as a substitute for, net cash from operating activities as a measure of our liquidity and our other GAAP results.
+Added: The following table reflects the reconciliation of net cash from operating activities to free cash flow for each of the periods indicated:
+Added: Year Ended December 31,
+Added: (in thousands) 2025 2024 2023
+Added: Net cash used in operating activities $ (2,436) $ (2,910) $ (13,556)
+Added: Purchases of property and equipment (763) (1,922) (1,794)
+Added: Free cash flow (unaudited) $ (3,199) $ (4,832) $ (15,350)
We have historically experienced increased sales during the fourth quarter holiday shopping season compared to the other quarters which has generally resulted in increased GMV and net revenue during the fourth quarter of each fiscal year.
−Removed: However, in the years ended December 31, 2023 and 2022 we did not experience meaningful increases and had seen decreases in GMV and net revenue in the fourth quarter, as we believed they had been adversely impacted, both directly and indirectly, by macroeconomic factors.
−Removed: In the year ended December 31, 2024, we saw a return to an increase in GMV and net revenues during the fourth quarter.
Our cost of revenue and sales and marketing expenses generally follow this trend, with our highest costs being incurred in the fourth quarter.
−Removed: but similar to GMV and net revenues, cost of revenue and sales and marketing expenses have not followed this trend in the prior years due to macroeconomic factors.
−Removed: However, similar to the GMV and net revenue trend we saw in 2024, our cost of revenue and sales and marketing expenses also increased in the fourth quarter of the year ended December 31, 2024.
+Added: We believe that our GMV and revenue have been adversely impacted, both directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments.
As our growth rates fluctuate or other unforeseen factors arise, the impact of these seasonality trends on our results of operations may become more or less pronounced.
6 unchanged sentences
We expect provision for transaction losses to vary based on fluctuations in GMV.
−Removed: Liquidity and Capital Resources
−Removed: As of December 31, 2024, we had cash, cash equivalents and short-term investments of $103.9 million and an accumulated deficit of $332.4 million.
−Removed: Net cash used in operating activities was $2.9 million in the year ended December 31, 2024.
−Removed: We expect operating losses and negative cash flows from operations to continue in the foreseeable future as we continue to strategically invest in growth activities.
−Removed: Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under the 2024 Stock Repurchase Program.
−Removed: Based on our current plans, we believe our existing cash, cash equivalents and short-term investments will be sufficient to fund our operations and capital expenditure requirements through at least the next 12 months.
−Removed: We expect to continue to incur substantial expenditures in the near term to support our ongoing activities.
−Removed: While management believes that our current cash, cash equivalents and short-term investments are sufficient to fund our operating expenses, capital expenditure requirements and any anticipated share repurchases under the 2024 Stock Repurchase Program for at least the next 12 months, we may need to borrow funds or raise additional equity to achieve our longer-term business objectives.
−Removed: Our future capital requirements will depend on many factors, including:
−Removed: • the emergence of competing online marketplaces and other adverse market developments;
−Removed: • the timing and extent of our sales and marketing and technology development expenditures;
−Removed: • any investments, acquisitions or other similar strategic endeavors we may choose to pursue in the future.
−Removed: A change in the outcome of any of these or other variables could significantly impact our operating plans, and we may need additional funds to meet operational needs and capital requirements associated with such plans.
−Removed: In addition, any future borrowings may result in additional restrictions on our business and any issuance of additional equity would result in dilution to investors.
−Removed: If we are unable to raise additional capital when we need it, it could harm our business, results of operations, and financial condition.
−Removed: Stock Repurchase Program
−Removed: As of December 31, 2024, 6,443,522 shares have been purchased for a total cost of $31.6 million since the commencement of both our 2023 and 2024 stock repurchase programs and approximately $3.8 million remains available for future purchases under the 2024 Stock Repurchase Program.
−Removed: The following table summarizes our cash flows for the periods indicated:
−Removed: Year Ended December 31,
−Removed: (in thousands) 2024 2023
−Removed: Net cash used in operating activities $ (2,910) $ (13,556)
−Removed: Net cash provided by (used in) investing activities 22,291 (100,232)
−Removed: Net cash used in financing activities (30,706) (3,629)
−Removed: Effect of exchange rate changes on cash, cash equivalents, and restricted cash (29) 349
−Removed: Net decrease in cash, cash equivalents, and restricted cash $ (11,354) $ (117,068)
−Removed: Cash Flows from Operating Activities
−Removed: Net cash used in operating activities was $2.9 million for the year ended December 31, 2024, and was driven primarily by a $3.3 million decrease in operating lease liabilities due to lease payments on our previous and current NYC headquarters, partially offset by our sublease income, a $1.7 million decrease in accounts payable and accrued expenses due to the timing of payments and invoices, and a $1.8 million decrease in other current liabilities and other liabilities related to payments for sales
−Removed: and other indirect tax contingencies.
−Removed: These decreases were partially offset by a $2.1 million increase in payables due to sellers due to timing of the payments we make to our sellers.
−Removed: Net cash used in operating activities was $13.6 million for the year ended December 31, 2023, and was driven primarily by net revenue decreasing at a faster pace than operating expenses as described in the “Results of Operations” section.
−Removed: Our changes in operating assets and liabilities were impacted by a negative change in operating lease liabilities of $2.8 million due to the continued lease payments on our prior NYC headquarters, a $1.5 million negative change in prepaid and other current assets primarily related to timing of prepayments including the current portion of a significant payment in the fourth quarter of 2023 relating to our platform hosting expense, and a $2.1 million negative change in other assets, primarily related to the long-term portion of the prepayment referenced above and the broker fee paid in connection with our subleasing of our prior NYC headquarters.
−Removed: Cash Flows from Investing Activities
−Removed: Net cash provided by investing activities was $22.3 million for the year ended December 31, 2024, and was driven primarily by $110.3 million maturities and sales of short-term investments, partially offset by $86.4 million purchases of short-term investments.
−Removed: Net cash used in investing activities was $100.2 million for the year ended December 31, 2023, and was primarily due to $191.1 million of purchases of short-term investments, offset by $92.7 million of maturities of short-term investments.
−Removed: Cash Flows from Financing Activities
−Removed: Net cash used in financing activities was $30.7 million for the year ended December 31, 2024, and was driven primarily by $27.7 million in purchases of our common stock as part of our 2023 and 2024 stock repurchase programs and $3.8 million of payments for taxes related to net share settlements of stock-based compensation awards, partially offset by $0.8 million in proceeds from the exercise of stock options.
−Removed: Net cash used in financing activities was $3.6 million for the year ended December 31, 2023 due mainly to the purchase of $3.4 million of our common stock as part of our 2023 Stock Repurchase Program.
Off-Balance Sheet Arrangements
18 unchanged sentences
We generate revenue from seller marketplace services and other services.
−Removed: Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees.
+Added: Seller marketplace services primarily consist of marketplace transactions, subscriptions, and sponsored listings.
Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace.
3 unchanged sentences
We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, or have latitude in establishing pricing and selecting suppliers, among other factors.
+Added: Based on our evaluation we recognize revenue on a net basis.
Property and Equipment, net
10 unchanged sentences
Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and are included in technology development in the consolidated statements of operations.
−Removed: We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality.
+Added: We also capitalize costs related to specific upgrades and enhancements when it is probable the
+Added: expenditures will result in additional functionality.
Once the project is available for general release, capitalization ceases, and asset amortization begins.
Capitalized costs associated with internal-use software are amortized on a straight-line basis over their estimated useful life, which is generally three years, and are included in cost of revenue in the consolidated statements of operations.
−Removed: Stock-Based Compensation
−Removed: We measure all stock-based awards granted to employees, directors, and non-employees based on the fair value on the date of the grant and recognize compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award.
−Removed: The fair value of restricted stock units is based on the closing price of our common stock on the grant date.
−Removed: We have not issued any stock options during the years ended December 31, 2024 or 2023;
−Removed: however, for stock options issued prior, the fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the closing price of the Company's common stock on the grant date, expected stock price volatility, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the option, and our expected dividend yield.
−Removed: Expected volatility was calculated based on the implied volatilities from market comparisons of certain publicly traded companies and other factors.
−Removed: The expected option term was calculated based on the simplified method, which uses the midpoint between the vesting date and the contractual term, as we did not have sufficient historical data to develop an estimate based on participant behavior at the time of the latest stock option grant.
−Removed: The risk-free interest rate was based on the U.S.
−Removed: Treasury bond yield with an equivalent term.
−Removed: We have not paid dividends and have no foreseeable plans to pay dividends.
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.