33 unchanged sentences
New York, New York
−Removed: March 3, 2025
+Added: February 27, 2026
1STDIBS.COM, INC.
36 unchanged sentences
Treasury stock, at cost;
−Removed: 6,443,522 and 823,483 shares as of December 31, 2024 and December 31, 2023, respectively
+Added: 7,238,060 and 6,443,522 shares as of December 31, 2025 and 2024, respectively
( 34,977 ) ( 31,618 )
18 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
31 unchanged sentences
Stock-based compensation — — 12,546 — — — 12,546
−Removed: Foreign currency translation adjustment — — — — ( 127 ) — ( 127 )
+Added: Repurchase of common stock ( 823,483 ) — — — — ( 3,496 ) ( 3,496 )
+Added: Other comprehensive income — — — — 170 — 170
Net loss — — — ( 22,699 ) — — ( 22,699 )
5 unchanged sentences
Repurchase of common stock ( 5,620,039 ) — — — — ( 28,122 ) ( 28,122 )
−Removed: Other comprehensive income — — — — 170 — 170
+Added: Other comprehensive loss — — — — ( 185 ) — ( 185 )
Net loss — — — ( 18,633 ) — — ( 18,633 )
1 unchanged sentence
35,827,866 $ 422 $ 463,224 $ ( 332,352 ) $ ( 371 ) $ ( 31,618 ) $ 99,305
−Removed: Issuance of common stock for exercise of stock options 201,779 2 815 — — — 817
+Added: Issuance of common stock for exercise of stock options, net of shares withheld for employee taxes 238,461 3 290 — — — 293
Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 1,576,512 16 ( 3,337 ) — — — ( 3,321 )
1 unchanged sentence
Repurchase of common stock ( 794,538 ) — — — — ( 3,359 ) ( 3,359 )
−Removed: Other comprehensive loss — — — — ( 185 ) — ( 185 )
+Added: Other comprehensive income — — — — 218 — 218
Net loss — — — ( 13,666 ) — — ( 13,666 )
13 unchanged sentences
Provision for transaction losses, returns and refunds 323 1,080 875
−Removed: Amortization of costs to obtain revenue contracts 311 326 310
−Removed: Amortization of operating lease right-of-use assets 3,423 2,596 2,541
−Removed: Gain on sale of Design Manager — — ( 9,684 )
+Added: Non-cash operating lease expense 3,637 3,423 2,596
Accretion of discounts and amortization of premiums on short-term investments, net ( 450 ) 41 ( 3,390 )
14 unchanged sentences
Purchases of short-term investments ( 65,164 ) ( 86,368 ) ( 191,093 )
−Removed: Development of internal-use software ( 1,304 ) ( 1,706 ) ( 1,871 )
Purchases of property and equipment ( 763 ) ( 1,922 ) ( 1,794 )
−Removed: Proceeds from sale of Design Manager — — 14,611
Other, net — 302 2
4 unchanged sentences
Payments for taxes related to net share settlement of stock-based compensation awards ( 3,772 ) ( 3,780 ) ( 608 )
−Removed: Net cash (used in) provided by financing activities ( 30,706 ) ( 3,629 ) 2,035
+Added: Net cash used in financing activities ( 6,388 ) ( 30,706 ) ( 3,629 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 269 ( 29 ) 349
4 unchanged sentences
Cash paid for income taxes $ 15 $ 16 $ 18
−Removed: Cash paid for interest $ — $ — $ 10
Supplemental disclosure of non-cash activities:
8 unchanged sentences
(“1stDibs” or the “Company”) is one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage & antique furniture, contemporary furniture, home décor, jewelry, watches, art, and fashion.
−Removed: The Company’s sellers, who undergo an evaluation by its in-house experts to vet the integrity of their listings, in-depth marketing content, and custom-built technology platform create trust in the Company’s brand and facilitate high-consideration purchases of luxury design items online.
+Added: The Company’s sellers, who undergo an evaluation by its in-house experts to vet the quality of their inventory, in-depth marketing content, and custom-built technology platform create trust in the Company’s brand and facilitate high-consideration purchases of luxury design items online.
By disrupting the way these items are bought and sold, 1stDibs is both expanding access to, and growing the market for, luxury design items.
7 unchanged sentences
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.
−Removed: Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, provision for transaction losses, allowance for doubtful accounts, impairment assessment of goodwill, capitalization of internal-use software and the determination of useful lives, income taxes, and the valuation of stock-based compensation and leases.
+Added: Estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, provision for transaction losses, allowance for doubtful accounts, impairment assessment of goodwill, the determination of useful lives, income taxes, and the valuation of leases.
The Company evaluates its estimates and assumptions on an ongoing basis.
11 unchanged sentences
The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources.
−Removed: The Company’s single reportable and operating segment contains one reporting unit, which consists of the Company’s online marketplace that enables commerce between sellers and buyers.
+Added: The Company’s single reportable and operating segment contains one reporting unit, which consists of the Company’s online marketplace that enables commerce between buyers and sellers.
The CODM regularly reviews the GAAP consolidated statement of operations from a significant expense perspective when evaluating financial performance and allocating resources.
−Removed: While the CODM also reviews other funnel metrics regularly (GMV, Number of Orders, etc.), there are no additional significant segment expenses other than those disclosed in the consolidated statements of operations included within this section, Item 8.
+Added: While the CODM also reviews other funnel metrics regularly (i.e.
+Added: Gross Merchandise Value (“GMV”), Number of Orders, etc.), there are no additional significant segment expenses other than those disclosed in the consolidated statements of operations included within this section, Item 8.
Financial Statements.
10 unchanged sentences
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments.
−Removed: Cash and cash equivalents are placed with large financial institutions that management believes are of high credit quality.
+Added: Cash, cash equivalents, and short-term investments are placed with large financial institutions that management believes are of high credit quality.
At times, the Company’s cash balances with individual banking institutions are in excess of federally insured limits.
6 unchanged sentences
Cash and cash equivalents $ 22,880 $ 25,964 $ 37,395
−Removed: Restricted cash, current — — 1,500
Restricted cash, non-current 3,704 3,657 3,580
2 unchanged sentences
Certain cash equivalents consist of investments in debt securities that are classified as available-for-sale.
−Removed: During the year ended December 31, 2024, the Company purchased $ 28.8 million of available-for-sale securities classified as cash equivalents.
−Removed: During the year ended December 31, 2023, the Company purchased $ 43.1 million of available-for-sale securities classified as cash equivalents, and there were no purchases of available-for-sale securities during the year ended December 31, 2022.
+Added: During the years ended December 31, 2025, 2024 and 2023 the Company purchased $ 16.3 million, $ 28.8 million and $ 43.1 million of available-for-sale securities classified as cash equivalents, respectively.
As of December 31, 2025, the Company’s restricted cash relates to $ 3.7 million in Letters of Credit for its office leases in New York, New York.
−Removed: Additionally, $ 1.5 million was held in a joint escrow account in connection with the sale of 1stdibs Design Manager, Inc.
−Removed: (“Design Manager”) during the year ended December 31, 2022.
−Removed: During the year ended December 31, 2023, the restriction was lifted and the funds were released.
The carrying value of the restricted cash approximates fair value.
5 unchanged sentences
Additionally, the Company records accrued interest receivable within other current assets on its consolidated balance sheets.
−Removed: Accrued interest receivable was $ 0.6 million and $ 0.5 million as of December 31, 2024 and December 31, 2023, respectively.
−Removed: Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of other comprehensive income (loss) until the security is sold, has matured, or the Company determines that the fair value of the
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: security has declined below its adjusted cost basis and the decline is not due to a credit loss.
+Added: Accrued interest receivable was $ 0.6 million as of both December 31, 2025 and December 31, 2024.
+Added: Unrealized gains and losses of available-for-sale securities are excluded from earnings and are reported as a component of other comprehensive income (loss) until the security is sold, has matured, or the Company determines that the fair value of the security has declined below its adjusted cost basis and the decline is not due to a credit loss.
Realized gains and losses on short-term investments are calculated based on the specific identification method and are reclassified from accumulated other comprehensive loss to other, net in the Company’s consolidated statements of operations.
1 unchanged sentence
The Company’s portfolio of available-for-sale debt securities is required to incorporate forward-looking information to determine any credit losses.
−Removed: This risk is mitigated by the high quality nature of the investments.
+Added: This risk is mitigated by the
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: high quality nature of the investments.
The Company evaluates the current expected credit loss by considering various factors in determining whether it should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity and reason for the decline in value, and the Company’s intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
4 unchanged sentences
Accounts Receivable, net
−Removed: The Company’s accounts receivable are recorded at amounts billed to sellers, generally for non-transactional revenue, which includes subscription, listing fees and advertising revenue, and are presented net of an estimated allowance for doubtful accounts on the Company’s consolidated balance sheets.
+Added: The Company’s accounts receivable are recorded at amounts billed to sellers, generally for non-transactional revenue, which includes subscription, sponsored listings and advertising revenue, and are presented net of an estimated allowance for doubtful accounts on the Company’s consolidated balance sheets.
The Company’s accounts receivable do not bear interest and do not require collateral or other security to support related receivables.
7 unchanged sentences
will be deposited by the payment processors to 1stDibs’ bank accounts for payment to sellers and shipping carriers.
−Removed: The Company also collects and remits sales tax from buyers on behalf of sellers in certain jurisdictions as a marketplace facilitator.
+Added: The Company also collects and remits sales tax from buyers on behalf of sellers in required jurisdictions as a marketplace facilitator.
The portion of the cash and related receivable remaining after deducting the Company’s commission from its sellers and processing fees represents the total payables due to third parties, which consists of payables due to sellers, payables due to shipping carriers in instances where 1stDibs’ shipping services are elected by sellers, and payables due to tax authorities.
The Company establishes an allowance for seller refunds for amounts that sellers owe the Company after a return is processed.
−Removed: The allowance for seller refunds was $ 0.1 million and $ 0.2 million at December 31, 2024 and 2023, respectively and included in other current assets on the Company’s consolidated balance sheets.
+Added: The allowance for seller refunds was $ 0.1 million as of both December 31, 2025 and 2024, and included in other current assets on the Company’s consolidated balance sheets.
Property and Equipment, net
7 unchanged sentences
Capitalized costs associated with internal-use software are amortized on a straight-line basis over their estimated useful life, which is generally three years , and are included in cost of revenue in the consolidated statements of operations.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The general range of useful lives of property and equipment is as follows:
4 unchanged sentences
Internal-use software Lesser of contract term or 3 years
−Removed: When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in income from operations in the consolidated statements of operations and consolidated statements of comprehensive loss.
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in loss from operations in the consolidated statements of operations and consolidated statements of comprehensive loss.
Costs of repairs and maintenance are expensed as incurred.
22 unchanged sentences
Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Contingencies
6 unchanged sentences
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valuation techniques used to measure fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs.
10 unchanged sentences
Money market fund $ 8,542 $ — $ — $ 8,542
−Removed: Treasury securities — 3,199 — 3,199
+Added: Government agency securities — 1,097 — 1,097
Total cash equivalents $ 8,542 $ 1,097 $ — $ 9,639
5 unchanged sentences
Total short-term investments $ — $ 72,157 $ — $ 72,157
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
13 unchanged sentences
As of December 31, 2025 and 2024, all other financial instruments not included in the table above were classified as Level 1.
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements.
9 unchanged sentences
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period without consideration of potentially dilutive common stock.
−Removed: Diluted earnings per share is computed by dividing the diluted earnings by the weighted average number of common shares outstanding for the period, including potential dilutive common shares using the treasury stock method.
+Added: Diluted earnings per share is computed by dividing the net income by the weighted average number of common shares outstanding for the period, including potential dilutive common shares using the treasury stock method.
For periods in which the Company reports net losses, diluted net loss per common share is the same as basic net loss per common share because including common stock equivalents would be anti-dilutive
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Treasury Stock
2 unchanged sentences
In August 2024, the Board of Directors authorized the Company to repurchase up to an aggregate of $ 10.0 million of its common stock (“2024 Stock Repurchase Program”).
+Added: In November 2025, the Company's Board of Directors authorized the Company to repurchase up to an aggregate of $ 12.0 million of its common stock (“2025 Stock Repurchase Program”).
+Added: The Board also terminated the 2024 Stock Repurchase Program it previously authorized in August 2024.
+Added: At the time of termination, there was $ 2.0 million remaining in the 2024 Stock Repurchase Program.
The repurchases may be affected, from time-to-time, through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18 of the Exchange Act.
6 unchanged sentences
The Company’s 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.
Revenue is recognized as the Company transfers control of promised goods or services to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
1 unchanged sentence
The Company does not obtain legal title to or control the goods being purchased.
−Removed: The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, has the latitude in establishing pricing and selecting suppliers, among other factors.
+Added: The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, has the latitude
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: in establishing pricing and selecting suppliers, among other factors.
+Added: Based on the Company’s evaluation, it recognizes its revenue on a net basis.
The Company does not have any remaining performance obligations associated with contracts with terms greater than one year.
3 unchanged sentences
The commission fees range from 5 % to 50 % of GMV and processing fees, which are approximately 3 % of the buyer’s total payment, net of expected refunds.
−Removed: If a seller accepts a return or refund of an on-platform purchase, the related commission and processing fees are refunded to the seller.
+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.
The Company records discounts provided to the end buyer, to whom the Company has no performance obligation, such as promotional discounts, in sales and marketing expense since the discounts are not related directly to the Company’s revenue source but rather used as a marketing tool, and the seller is not made aware of the discounts provided to the end buyer.
7 unchanged sentences
If during the annual subscription period a seller ceases to make its monthly payment, the Company is no longer obligated to provide the subscribed services and the seller can be terminated at the Company’s sole discretion.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Company earns listing fees from sellers on a per item basis as directed by the seller to promote certain items at the seller’s discretion.
−Removed: Listing fees are recognized ratably over time when the listing is publicly posted.
+Added: Sponsored Listings
+Added: The Company offers a sponsored listings feature that allows sellers to promote items within search results.
+Added: Revenue is generated on a cost-per-click basis and is recognized at the time a user clicks on a sponsored listing, representing the point at which the Company’s performance obligation is satisfied.
Advertisements
Advertising revenue is generated by displaying seller ads on the 1stDibs online marketplace.
−Removed: For advertising services, the Company enters into agreements with advertisers, or sellers, in the form of signed insertion orders, which specify the terms of services and fees, prior to advertising campaigns being run.
+Added: For advertising services, the Company enters into agreements with sellers, in the form of signed insertion orders, which specify the terms of services and fees, prior to advertising campaigns being run.
The Company recognizes revenue from the display of impression-based ads in the period in which the impressions are delivered in accordance with the contractual terms of the insertion orders.
5 unchanged sentences
The Company determined the estimated seller relationship period by taking into consideration the contractual term of the seller agreements, the seller’s lifetime expected value, and the fact that no additional commission is paid for renewed seller agreements.
−Removed: The Company periodically reviews the costs to obtain revenue contracts to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these costs to obtain revenue contracts.
+Added: The Company reviews, at least annually, the costs to obtain revenue contracts to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these costs to obtain revenue contracts.
Contract Balances from Contracts with Customers
A contract liability is an obligation to transfer goods or services for which consideration has been received or is due to a customer.
−Removed: Contract liabilities consist of deferred revenue that is unearned related to advertising fees charged to sellers for which advertisements have not been delivered.
+Added: Contract liabilities consist of deferred revenue that is unearned related to advertising fees charged to sellers for which
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: advertisements have not been delivered.
Deferred revenue for advertising fees is recognized as revenue in the periods in which our performance obligations are satisfied.
−Removed: As of December 31, 2024 and 2023, deferred revenue was less than $ 0.1 million and $ 0.1 million, respectively.
+Added: Deferred revenue was less than $ 0.1 million as of both December 31, 2025 and 2024.
Cost of Revenue
−Removed: Cost of revenue includes payment processor fees, hosting expenses, and expenses associated with payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations, amortization of internal-use software, and consulting costs.
+Added: Cost of revenue includes payment processor fees and hosting expenses.
+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 the Company’s capitalized internal-use software.
In certain transactions where 1stDibs shipping and logistics services are elected by sellers, the Company enables shipping of items purchased from the seller to the buyer.
2 unchanged sentences
Sales and marketing expenses include payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with sales and marketing personnel, advertising expense, consulting costs, and promotional discounts offered to new and existing buyers.
−Removed: Advertising expenses consist primarily of costs incurred promoting and marketing the Company’s online marketplace, such as costs associated with acquiring new users through performance-based marketing, social media, email, and events.
−Removed: Promotional discounts and incentives represent incentives solely to end buyers and, therefore, are not considered payments made to the Company’s customers.
−Removed: Buyers are not customers because access to the 1stDibs online marketplace is free for buyers and the Company has no performance obligations with respect to buyers.
+Added: 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.
+Added: Promotional discounts and incentives represent incentives solely to buyers and, therefore, are not considered payments made to the Company’s customers.
+Added: Buyers are not the Company’s customers because access to the 1stDibs online marketplace is free for buyers, and the Company has no performance obligations with respect to buyers;
+Added: the Company considers its sellers to be its customers.
The Company expenses all advertising expenses as incurred.
5 unchanged sentences
This amortization expense related to internal-use software is included in cost of revenue in the consolidated statements of operations.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
General and Administrative
−Removed: General and administrative expenses include payroll, employee benefits, stock-based compensation, 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 and amortization 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.
The Company expenses all general and administrative expenses as incurred.
Provision for Transaction Losses
−Removed: Provision for transaction losses consists primarily of losses resulting from the Company’s 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 the Company’s discretion if they are dissatisfied with their experience.
−Removed: The provision for transaction losses also includes bad debt expense associated with the Company’s accounts receivable.
+Added: Provision for transaction losses primarily consists of transaction loss expense associated with the Company’s purchase protection program, including damages to products caused in shipping and transit, items that were not received or not as described by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience.
+Added: The provision for transaction losses also includes bad debt expense associated with the Company’s seller accounts receivable balance.
Restructuring Charges
−Removed: In September 2022, the Company announced and implemented a restructuring plan to reduce operational costs and realign investment priorities involving the reduction of approximately 10 % of the Company’s workforce.
−Removed: As a result of the reduction, the Company incurred approximately $ 0.7 million in restructuring charges, consisting primarily of employee severance and benefits costs.
In June 2023, the Company announced a workforce reduction designed to further reduce operating costs and further realign investment priorities involving the reduction of approximately 20 % of the Company’s global workforce.
1 unchanged sentence
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 $ 1.3 million of severance accrued as of December 31, 2024 is anticipated to be paid during the year ending December 31, 2025, while approximately $ 0.1 million is expected to be paid during the first quarter of 2026.
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: During the year ended December 31, 2025, the Company 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 of severance accrued as of December 31, 2025 is anticipated to be paid during the first quarter of 2026.
The following table displays a rollforward of the charges to the accrued balance as of December 31, 2025:
18 unchanged sentences
The Company recognizes forfeitures as they occur.
−Removed: The fair value of
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: restricted stock units is based on the closing price of the Company's common stock on the grant date.
+Added: The fair value of restricted stock units is based on the closing price of the Company's common stock on the grant date.
The Company has not issued any stock options during the years ended December 31, 2025 or 2024.
−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 required inputs based on certain subjective assumptions, including the closing price of the Company's common stock on the grant date, expected stock price volatility, the expected term of the award, the risk-free interest rate for a period that approximated the expected term of the option, and the Company’s expected dividend yield.
−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 based on options that had been granted to date, which used the midpoint between the vesting date and the contractual term, as the Company at the time of the last option grant did not have sufficient historical data to develop an estimate based on participant behavior.
−Removed: The risk-free interest rate was based on the U.S.
−Removed: Treasury bond yield with an equivalent term.
The Company has not paid dividends and has no foreseeable plans to pay dividends.
7 unchanged sentences
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: The Company adopted the standard effective for the year ended December 31, 2024, its impact was not material for its consolidated financial statements or related disclosures, updates to the disclosure are included within this Note 2, “Summary of Significant Accounting Policies.”
−Removed: Recently Issued Accounting Pronouncements Not Yet Adopted
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures.
−Removed: The standard will require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).
+Added: The standard requires entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).
ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
−Removed: The new standard is effective for annual periods beginning after December 15, 2024.
−Removed: The Company expects the adoption of the standard will require additional disclosures, but will not have a financial impact on the Company’s consolidated balance sheets and statement of operations.
+Added: The Company adopted the standard during the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.
+Added: Prior period disclosures have not been adjusted to reflect the new disclosure requirements.
+Added: See Note 13 “Income Taxes” in the accompanying notes to the consolidated financial statements for further detail.
+Added: Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
4 unchanged sentences
The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
−Removed: Acquisitions & Disposals
−Removed: Design Manager
−Removed: On May 2, 2019, the Company acquired 100 % of the outstanding equity of Franklin Potter Associates, Inc.
−Removed: and its subsidiary, doing business as Design Manager, for a total purchase consideration of $ 4.2 million.
−Removed: As a result, Design Manager became a wholly-owned subsidiary of the Company.
−Removed: On June 29, 2022, the Company sold 100 % of its equity interest in Design Manager for a purchase price of $ 14.8 million.
−Removed: The Company received net cash proceeds of $ 14.6 million, of which $ 1.5
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: million was held in a joint escrow account for 12 months from the date of the sale and was released during the year ended December 31, 2023.
−Removed: Additionally, a net gain on the sale of $ 9.7 million was recognized during the year ended December 31, 2022, and was included in loss from operations on the consolidated statement of operations.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient of developing reasonable and supportable forecasts as part of estimating expected credit losses, that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
+Added: ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted.
+Added: The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements.
+Added: In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.
+Added: The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.
+Added: The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach.
+Added: The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements.
+Added: In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
+Added: 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements.
+Added: The amendments in this update improve the navigability of interim reporting guidance and establish a new disclosure principle requiring entities to disclose events that have occurred since the end of the last annual reporting period that have a material impact on the entity.
+Added: This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.
+Added: The Company expects to adopt this standard based on the effective date for public business entities on January 1, 2028.
+Added: The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Revenue Recognition
6 unchanged sentences
The Company generates net revenue from seller marketplace services and other services.
−Removed: Seller marketplace services primarily consist of marketplace transaction, subscription, and listing fees.
+Added: Seller marketplace services primarily consist of marketplace transaction, subscription, and sponsored listings.
Other services consist of other charges to the Company’s sellers including advertising revenues generated from displaying ads on the Company’s online marketplace.
−Removed: Net revenue by geographic region is determined based on the region the buyer is located in.
−Removed: For the years ended December 31, 2024, 2023, and 2022, approximately 82 %, 83 % and 84 % of on-platform marketplace transaction net revenue is derived from the United States, respectively, and no individual country’s net revenue exceeded 10% of total net revenue.
−Removed: Contract Balances from Contracts with Customers
−Removed: The following table provides a rollforward of the deferred revenue amounts as follows:
−Removed: (in thousands) Amount
−Removed: Balance as of December 31, 2022
−Removed: Revenue recognized ( 160 )
−Removed: Balance as of December 31, 2023
−Removed: Net revenue recognized ( 234 )
−Removed: Balance as of December 31, 2024
−Removed: The amount of revenue recognized during the year ended December 31, 2024 that was included in the deferred revenue balance at January 1, 2024 was $ 0.1 million.
−Removed: As of December 31, 2024, the Company recorded $ 0.3 million of costs to obtain revenue contracts, of which $ 0.2 million was included in other current assets, and $ 0.1 million was included in other assets.
−Removed: As of December 31, 2023, the Company recorded $ 0.5 million of costs to obtain revenue contracts, of which $ 0.3 million was included in other current assets, and $ 0.2 million was included in other assets.
−Removed: Amortization of costs to obtain revenue contracts totaled $ 0.3 million for each of the years ended December 31, 2024, 2023, and 2022, and are included in sales and marketing in the Company’s consolidated statements of operations.
+Added: Net revenue by geographic region is determined based on the country the buyer is located in.
+Added: For the years ended December 31,
+Added: 1STDIBS.COM, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: 2025, 2024, and 2023, approximately 81 %, 82 % and 83 % of on-platform marketplace transaction net revenue was derived from the United States, respectively, and no other individual country’s net revenue exceeded 10% of total net revenue.
+Added: For the years ended December 31, 2025, 2024, and 2023, no single customer accounted for more than 10% of our net revenue.
Short-Term Investments
15 unchanged sentences
$ 72,047 $ 121 $ ( 11 ) $ 72,157
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
5 unchanged sentences
Total short-term investments $ 77,878 $ 96 $ ( 55 ) $ 77,919
+Added: The Company recognized less than $ 0.1 million of realized gains related to sales of $ 1.0 million of available-for-sale debt securities during the year ended December 31, 2025.
The Company recognized less than $ 0.1 million of realized losses related to sales of $ 18.7 million in available-for-sale debt securities during the year ended December 31, 2024.
−Removed: There were no realized gains or losses during the years ended December 31, 2023 and 2022.
+Added: There were no realized gains or losses during the year ended December 31, 2023.
The Company evaluates securities for expected credit losses on a quarterly basis with consideration given to the financial condition and near-term prospects of the issuer, whether the Company intends to sell the securities, and whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis.
+Added: As of December 31, 2025, the Company had gross unrealized losses of less than $ 0.1 million, associated with an aggregate fair value of $ 2.1 million of short-term investments which have been in a continuous unrealized loss position for more than 12 months.
+Added: The Company does not believe the unrealized losses represent other-than-temporary impairments based on its evaluation of available evidence.
+Added: As of December 31, 2024 and 2023, no securities had been in a continuous unrealized loss position for more than 12 months.
The Company did not recognize any credit losses related to available-for-sale debt securities during the years ended December 31, 2025, 2024, and 2023.
−Removed: As of December 31, 2024, the Company does not intend to sell the investments and it is more likely than not that the Company will not be required to sell these before recovery.
−Removed: There were no securities in a continuous unrealized loss position for 12 months or longer.
+Added: As of December 31, 2025, the Company does not intend to sell the investments and it is more likely than not that the Company will not be required to sell these before maturity.
As of December 31, 2025, the fair value of short-term investments by remaining contractual maturity consisted of the following:
4 unchanged sentences
Accounts Receivable, net
−Removed: Accounts receivable, net was $ 0.5 million and $ 0.6 million at December 31, 2024 and 2023, respectively.
−Removed: The Company recorded an allowance for doubtful accounts of less than $ 0.1 million and $ 0.2 million as of December 31, 2024 and 2023, respectively.
+Added: Accounts receivable, net was $ 0.4 million and $ 0.5 million as of December 31, 2025 and 2024, respectively.
+Added: The Company recorded an allowance for doubtful accounts of less than $ 0.1 million as of both December 31, 2025 and 2024.
Changes in the allowance for doubtful accounts for the periods presented were as follows:
7 unchanged sentences
Balance as of December 31, 2025
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property and Equipment, net
3 unchanged sentences
Leasehold improvements 4,025 4,029
−Removed: Furniture and fixtures 73 1,131
Computer equipment and software 753 621
Software in progress 427 913
+Added: Furniture and fixtures 73 73
Total property and equipment, gross $ 26,461 $ 25,662
6 unchanged sentences
Balance as of January 1, 2024
+Added: Addition from immaterial acquisition 127
Foreign currency translation adjustment ( 11 )
Balance as of December 31, 2024
−Removed: Addition from immaterial acquisition 127
Foreign currency translation adjustment 74
6 unchanged sentences
Sales & use taxes payable 1,517 1,490
−Removed: Accrued severance 1,262 396
+Added: Professional fees 920 740
Allowance for transaction losses 846 961
+Added: Severance 90 1,262
Other 1,490 1,875
3 unchanged sentences
As of December 31, 2024, the Company had $ 19.7 million of operating lease right-of-use assets, $ 4.2 million and $ 18.0 million of current and non-current operating lease liabilities, respectively, and no finance leases on its consolidated balance sheet.
−Removed: These operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 4.8 years, a weighted-average discount rate of 6.1 %, and do not reflect options to extend or terminate its leases, as management does not
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: consider the exercise of these options to be reasonably certain.
+Added: These operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 3.9 years, a weighted-average discount rate of 6.3 %, and do not reflect options to extend or terminate its leases, as management does not consider the exercise of these options to be reasonably certain.
The Company paid $ 5.5 million and $ 4.7 million for amounts included in the measurement of lease liabilities during the years ended December 31, 2025 and 2024.
3 unchanged sentences
Sublease income is recognized as an offset to lease expense on a straight-line basis over the lease term and is included in general and administrative expenses on the Company’s consolidated statement of operations.
−Removed: The Company recognized $ 3.6 million of sublease income during the year ended December 31, 2024, and $ 0.9 million of sublease income during the year ended December 31, 2023.
−Removed: There was no sublease income recognized in the year ended December 31, 2022.
+Added: The Company recognized $ 3.6 million, $ 3.6 million, and $ 0.9 million of sublease income during the years ended December 31, 2025, 2024, and 2023, respectively.
During the year ended December 31, 2023, the Company capitalized its $ 1.1 million broker fee paid which is included in other assets on the consolidated balance sheet, and is being amortized over the life of the Sublease in general and administrative expenses in the consolidated statement of operations.
1 unchanged sentence
The Lease Agreement includes an option for the Company to extend the lease for an additional five years .
+Added: In April 2025, the Company entered into a new lease agreement for office space in Lithuania with a five year term that resulted in a right-of-use asset and lease liabilities of $ 0.7 million.
The Company did not enter into any new lease arrangements during the year ended December 31, 2024.
21 unchanged sentences
Total lease liabilities $ ( 18,588 )
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Current Liabilities
2 unchanged sentences
Sales and other indirect tax contingencies $ 1,346 $ 1,100
−Removed: Buyer deposits 233 377
Other 713 865
17 unchanged sentences
As of December 31, 2025, the Company had 7,238,060 shares of treasury stock carried at its cost basis of $ 35.0 million, which the Company purchased during the years ended December 31, 2025, 2024, and 2023, and approximately $ 10.4 million remains available for future purchases.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented:
3 unchanged sentences
2024 Stock Repurchase Program 1,994,879 8,039 1,516,887 6,245
+Added: 2025 Stock Repurchase Program 316,546 1,565 — —
Total 7,238,060 $ 34,977 6,443,522 $ 31,618
4 unchanged sentences
At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years , with 25 % vesting on the first anniversary and the balance vesting ratably over the remaining 36 months.
−Removed: Options issued pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months.
+Added: Generally, all additional options issued pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months.
The 2011 Plan was administered by the Compensation Committee of the Board.
9 unchanged sentences
Generally for new hire awards, the requisite service period for RSUs to vest is over four years from the grant date, with 25 % vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period.
−Removed: Generally, all additional RSUs vest ratably on a quarterly basis over three or four years beginning on the three month anniversary from the grant date.
−Removed: For RSU grants to members of our Board of Directors, initial awards vest ratably on an annual basis over three years , and over one year for our Board of Directors annual awards.
+Added: Generally, all additional RSUs vest ratably on a quarterly basis over three or four years beginning on the three month
+Added: anniversary from the grant date.
+Added: For RSU grants to members of our Board, initial awards vest ratably on an annual basis over three years , and annual refresh awards vest over one year .
The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5 % of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee of the Board determines for purposes of the annual increase for that fiscal year.
1 unchanged sentence
As of December 31, 2025, 1,900,107 shares were available for future grants of the Company’s common stock.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Stock Option Valuation
−Removed: No stock options were granted during the years ended December 31, 2024 and 2023.
−Removed: The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value for the year ended December 31, 2022:
−Removed: Year Ended December 31, 2022
−Removed: Expected term in years 6.0
−Removed: Expected stock price volatility 64.6 %
−Removed: Risk-free interest rate 2.3 %
−Removed: Expected dividend yield —
+Added: Subsequent to year end, on January 1, 2026, the number of shares of common stock available for issuance under the 2021 Plan was automatically increased according to its terms by 1,842,415 shares.
Stock Options
14 unchanged sentences
2,405,436 $ 8.23 5.4 $ 639
+Added: No stock options were granted during the years ended December 31, 2025, 2024, and 2023.
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock.
The aggregate intrinsic value of stock options exercised was $ 1.0 million, $ 0.3 million, and $ 0.1 million during the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: No stock options were granted during the years ended December 31, 2024 and 2023.
−Removed: The weighted-average grant-date fair value per share of stock options granted was $ 4.43 during the year ended December 31, 2022.
The total fair value of stock options vested was $ 1.6 million, $ 3.0 million, and $ 3.4 million during the years ended December 31, 2025, 2024, and 2023, respectively.
The Company recognized $ 0.1 million, $ 0.6 million and $ 0.7 million of stock-based compensation expense for options having a performance condition during the years ended December 31, 2025, 2024, and 2023, respectively.
+Added: As of December 31, 2025, there were no remaining unvested options with a performance condition.
Restricted Stock Units
9 unchanged sentences
4,221,609 $ 3.87
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated weighted-average grant date fair value of restricted stock units granted was $ 2.98 , $ 5.77 , and $ 3.96 per share for the years ended December 31, 2025, 2024, and 2023 respectively.
2 unchanged sentences
In May 2021, the Company's Board adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP").
−Removed: A total of 1,971,655 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP.
−Removed: The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, equal to the least of:
−Removed: (i) 1 % of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s Board of Directors.
+Added: The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, and ending on, and including, January 1, 2031, equal to the least of:
+Added: (i) 1 % of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s Board.
On January 1, 2025, the number of shares of common stock available for issuance under the ESPP was automatically increased according to its terms by 358,279 shares.
+Added: A total of 2,329,934 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP.
+Added: Subsequent to year end, on January 1, 2026, the number of shares of common stock available for issuance under the ESPP was automatically increased according to its terms by 368,483 shares.
During regularly scheduled “offerings” under the ESPP, participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15 % of their eligible compensation, or such lower limit as may be determined by the Compensation Committee from time to time.
13 unchanged sentences
Total stock-based compensation expense $ 14,055 $ 14,776 $ 12,363
−Removed: Stock-based compensation capitalized in connection with the Company’s internal-use software was $ 0.1 million, $ 0.2 million and less than $ 0.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: Stock-based compensation capitalized in connection with the Company’s internal-use software was $ 0.1 million, $ 0.1 million and $ 0.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, total unrecognized compensation expense related to unvested stock-based awards was $ 15.2 million, which is expected to be recognized over a weighted-average period of 2.0 years.
5 unchanged sentences
Total $ ( 13,568 ) $ ( 18,589 ) $ ( 22,685 )
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2025, 2024, and 2023, the provision for income taxes consisted of the following:
9 unchanged sentences
Total provision for income taxes $ 98 $ 44 $ 14
−Removed: The reconciliation of the U.S.
−Removed: federal statutory rate to the Company’s effective rate is as follows:
+Added: The following is a tabular rate reconciliation of the difference between the effective income tax rate and the federal statutory tax rate for the year ended December 31, 2025:
+Added: December 31, 2025
+Added: Amount Percent
+Added: Income tax benefit using U.S.
+Added: federal statutory rate $ ( 2,849 ) 21.0 %
+Added: Research credits ( 814 ) 6.0
+Added: Changes in valuation allowances 1,439 ( 10.6 )
+Added: Non-taxable or non-deductible items
+Added: Executive Compensation 1,153 ( 8.5 )
+Added: Stock-based compensation 761 ( 5.6 )
+Added: Other non-deductible items 88 ( 0.6 )
+Added: Changes in unrecognized tax benefits 204 ( 1.5 )
+Added: Other adjustments 1
+Added: Provision for income taxes $ 98 ( 0.7 )%
+Added: (1) Tax effects from state, local, and foreign jurisdictions and cross boarder tax laws are less than 1%, individually and in the aggregate, and not deemed material for separate disclosure
+Added: As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the following is a reconciliation of the difference between the effective income tax rate and the federal statutory tax rate:
Year Ended December 31,
−Removed: 2024 2023 2022
Income tax benefit using U.S.
4 unchanged sentences
Research credits 4.0 0.2
−Removed: Sale of Design Manager — — ( 2.2 )
Stock-based compensation ( 7.4 ) ( 3.1 )
4 unchanged sentences
When compared to the U.S.
+Added: statutory tax rate of 21.0%, the effective rate of ( 0.7 )% for the year ended December 31, 2025 was due primarily to the changes in valuation allowance, non-deductible expenses including executive compensation and stock-based compensation, and changes in uncertain tax positions, partially offset by the tax credits.
+Added: When compared to the U.S.
statutory tax rate of 21.0%, the effective rate of ( 0.3 )% for the year ended December 31, 2024 was due primarily to the changes in valuation allowance, changes in uncertain tax positions, executive compensation, and non-deductible expenses.
1 unchanged sentence
statutory tax rate of 21.0%, the effective rate of ( 0.1 )% for the year ended December 31, 2023 was due primarily to the changes in valuation allowance, state taxes, and stock compensation.
−Removed: When compared to the U.S.
−Removed: statutory tax rate of 21.0%, the effective rate of ( 0.2 )% for the year ended December 31, 2022 was due primarily to the changes in valuation allowance, state taxes, and Sale of Design Manager.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements.
22 unchanged sentences
The Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies in assessing the need for a valuation allowance.
−Removed: As of December 31, 2024 and 2023, the Company believe it is more likely than not that the net deferred tax assets will not be realizable.
+Added: As of December 31, 2025 and 2024, the Company believes it is more likely than not that the net deferred tax assets will not be realizable.
Accordingly, the Company has applied a valuation allowance against its net deferred tax assets.
−Removed: The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was a decrease of approximately $ 0.8 million and increase of approximately $ 4.9 million, respectively.
+Added: The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 was an increase of approximately $ 1.9 million and decrease of approximately $ 0.8 million, respectively.
The activity in the Company’s valuation allowance for the years ended December 31, 2025 and 2024, was as follows:
2 unchanged sentences
Valuation allowance at beginning of year $ 48,978 $ 49,814
−Removed: (Decrease) Increases recorded to provision for income taxes ( 825 ) 4,887
+Added: Increases (Decreases) recorded to provision for income taxes 1,946 ( 825 )
Decreases recorded to equity ( 29 ) ( 11 )
7 unchanged sentences
therefore, some state’s NOLs are unlimited while some will expire based on the respective state.
−Removed: The Company also has federal and state tax credits relating to research and development credits of $ 4.9 million and less than $ 0.1 million, which begin to expire in 2031.
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company also has federal tax credits of $ 5.7 million and state tax credits of $ 0.1 million relating to research and development credits, which begin to expire in 2031.
The utilization of NOLs and tax credit carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future.
4 unchanged sentences
No additional ownership changes have occurred through the date of the most recent study.
−Removed: The Company is in the process of updating the formal study through December 31, 2024 to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred.
The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in its foreign subsidiary are indefinitely invested.
18 unchanged sentences
and state jurisdictions have varying statutes of limitations.
−Removed: The Company’s income tax returns for December 31, 2020 through December 31, 2024 for their foreign subsidiaries remain subject to examination by tax authorities .
+Added: The Company’s income tax returns for December 31, 2021 and forward for their foreign subsidiaries generally remain subject to examination by tax authorities.
Net Loss Per Share
5 unchanged sentences
Net loss per share—basic and diluted $ ( 0.38 ) $ ( 0.49 ) $ ( 0.57 )
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s potentially dilutive securities, which include outstanding stock options and restricted stock units have been excluded from the computation of diluted net loss per share from each period as including them would have had an anti-dilutive effect.
18 unchanged sentences
2029 4,458 — 4,458
−Removed: 2029 4,292 — 4,292
Total $ 20,786 $ 1,447 $ 22,233
4 unchanged sentences
The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where the Company believes a conclusion to the matter will be reached.
−Removed: If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible.
The Company does not believe that it is party to any pending legal proceedings that are likely to have a material effect on its business, financial condition or results of operations for the years ended December 31, 2025 and 2024.
+Added: If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible.
+Added: During the year ended December 31, 2025, the Company received a $ 1.4 million complaint from a trustee in a third-party bankruptcy proceeding seeking recovery of amounts paid for various purchases made on the Company’s platform after the commencement of the bankruptcy proceedings.
+Added: This complaint is similar to hundreds of other similar cases commenced in connection with the bankruptcy proceeding, and the Company intends to defend against the trustee’s claim vigorously.
+Added: The Company does not believe potential losses are estimable or probable at this time.
Indemnification
6 unchanged sentences
Although the Company is diligent in collecting and remitting such taxes, there is uncertainty as to what constitutes sufficient presence or responsibility for a jurisdiction to levy taxes, fees, and surcharges for sales made on an e-commerce platform.
−Removed: The Company recognized liabilities for contingencies related to sales and indirect taxes
−Removed: 1STDIBS.COM, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: deemed probable and estimable totaling $ 1.1 million and $ 2.5 million as of December 31, 2024 and 2023, respectively, which are included in other current liabilities in the Company’s consolidated balance sheets.
+Added: The Company recognized liabilities for contingencies related to sales and indirect taxes deemed probable and estimable totaling $ 1.3 million and $ 1.1 million as of December 31, 2025 and 2024, respectively, which are included in other current liabilities in the Company’s consolidated balance sheets.
401(K) Savings Plans
7 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.