1stdibs.com, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Audited Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 56 Consolidated Balance Sheets 57 Consolidated Statements of Operations 58 Consolidated Statements of Comprehensive Loss 59 Consolidated Statements of Stockholders’ Equity 60 Consolidated Statements of Cash Flows 61 Notes to Consolidated Financial Statements 62 55 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of 1stdibs.com, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of 1stdibs.com, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2013. New York, New York February 27, 2026 56 1STDIBS.COM, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 22,880 $ 25,964 Short-term investments 72,157 77,919 Accounts receivable, net of allowance for doubtful accounts of $ 72 and $ 13 at December 31, 2025 and 2024, respectively 422 490 Prepaid expenses 3,203 2,859 Receivables from payment processors 1,990 2,833 Other current assets 1,631 1,799 Total current assets 102,283 111,864 Restricted cash, non-current 3,704 3,657 Property and equipment, net 2,731 3,564 Operating lease right-of-use assets 16,665 19,728 Goodwill 4,306 4,232 Other assets 2,418 2,713 Total assets $ 132,107 $ 145,758 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,765 $ 2,228 Payables due to sellers 6,649 8,605 Accrued expenses 9,461 11,475 Operating lease liabilities, current 4,447 4,186 Other current liabilities 2,059 1,965 Total current liabilities 24,381 28,459 Operating lease liabilities, non-current 14,141 17,970 Other liabilities 4 24 Total liabilities 38,526 46,453 Commitments and contingencies (Note 15) Stockholders’ equity: Preferred stock, $ 0.01 par value; 10,000,000 shares authorized as of December 31, 2025 and 2024; zero shares issued and outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.01 par value; 400,000,000 shares authorized as of December 31, 2025 and 2024; 44,086,361 and 42,271,388 shares issued as of December 31, 2025 and 2024, respectively; and 36,848,301 and 35,827,866 shares outstanding as of December 31, 2025 and 2024, respectively 441 422 Treasury stock, at cost; 7,238,060 and 6,443,522 shares as of December 31, 2025 and 2024, respectively ( 34,977 ) ( 31,618 ) Additional paid-in capital 474,288 463,224 Accumulated deficit ( 346,018 ) ( 332,352 ) Accumulated other comprehensive loss ( 153 ) ( 371 ) Total stockholders’ equity 93,581 99,305 Total liabilities and stockholders’ equity $ 132,107 $ 145,758 See accompanying notes to the consolidated financial statements 57 1STDIBS.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 Net revenue $ 89,620 $ 88,257 $ 84,684 Cost of revenue 24,182 24,831 25,111 Gross profit 65,438 63,426 59,573 Operating expenses: Sales and marketing 31,088 38,084 36,640 Technology development 23,412 21,165 21,644 General and administrative 26,871 27,372 28,587 Provision for transaction losses 3,033 3,020 3,729 Total operating expenses 84,404 89,641 90,600 Loss from operations ( 18,966 ) ( 26,215 ) ( 31,027 ) Other income, net: Interest income 3,990 5,942 6,639 Other, net 1,408 1,684 1,703 Total other income, net 5,398 7,626 8,342 Net loss before income taxes ( 13,568 ) ( 18,589 ) ( 22,685 ) Provision for income taxes ( 98 ) ( 44 ) ( 14 ) Net loss $ ( 13,666 ) $ ( 18,633 ) $ ( 22,699 ) Net loss per share—basic and diluted $ ( 0.38 ) $ ( 0.49 ) $ ( 0.57 ) Weighted average common shares outstanding—basic and diluted 36,096,469 37,820,400 39,724,697 See accompanying notes to the consolidated financial statements 58 1STDIBS.COM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 13,666 ) $ ( 18,633 ) $ ( 22,699 ) Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $ 0 for the years ended December 31, 2025, 2024, and 2023 148 ( 131 ) 75 Unrealized (losses) gains on short-term investments, net of tax of $ 0 for the years ended December 31, 2025, 2024, and 2023 70 ( 54 ) 95 Comprehensive loss $ ( 13,448 ) $ ( 18,818 ) $ ( 22,529 ) See accompanying notes to the consolidated financial statements 59 1STDIBS.COM, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts) Common Stock Additional Paid - In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Balances as of December 31, 2022 39,260,193 $ 393 $ 439,005 $ ( 291,020 ) $ ( 356 ) $ — $ 148,022 Issuance of common stock for exercise of stock options 89,251 1 352 — — — 353 Vested restricted stock units converted to common shares 1,389,175 13 ( 621 ) — — — ( 608 ) Stock-based compensation — — 12,546 — — — 12,546 Repurchase of common stock ( 823,483 ) — — — — ( 3,496 ) ( 3,496 ) Other comprehensive income — — — — 170 — 170 Net loss — — — ( 22,699 ) — — ( 22,699 ) Balances as of December 31, 2023 39,915,136 $ 407 $ 451,282 $ ( 313,719 ) $ ( 186 ) $ ( 3,496 ) $ 134,288 Issuance of common stock for exercise of stock options 201,779 2 815 — — — 817 Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 1,330,990 13 ( 3,794 ) — — — ( 3,781 ) Stock-based compensation — — 14,921 — — — 14,921 Repurchase of common stock ( 5,620,039 ) — — — — ( 28,122 ) ( 28,122 ) Other comprehensive loss — — — — ( 185 ) — ( 185 ) Net loss — — — ( 18,633 ) — — ( 18,633 ) Balances as of December 31, 2024 35,827,866 $ 422 $ 463,224 $ ( 332,352 ) $ ( 371 ) $ ( 31,618 ) $ 99,305 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 ) Stock-based compensation — — 14,111 — — — 14,111 Repurchase of common stock ( 794,538 ) — — — — ( 3,359 ) ( 3,359 ) Other comprehensive income — — — — 218 — 218 Net loss — — — ( 13,666 ) — — ( 13,666 ) Balances as of December 31, 2025 36,848,301 $ 441 $ 474,288 $ ( 346,018 ) $ ( 153 ) $ ( 34,977 ) $ 93,581 See accompanying notes to the consolidated financial statements 60 1STDIBS.COM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 13,666 ) $ ( 18,633 ) $ ( 22,699 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,661 1,986 2,278 Stock-based compensation expense 14,055 14,776 12,363 Provision for transaction losses, returns and refunds 323 1,080 875 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 ) Other, net 66 174 8 Changes in operating assets and liabilities: Accounts receivable ( 65 ) ( 228 ) 59 Prepaid expenses and other current assets ( 552 ) 44 ( 1,469 ) Receivables from payment processors 843 ( 163 ) ( 194 ) Other assets 159 ( 679 ) ( 2,136 ) Accounts payable and accrued expenses ( 2,424 ) ( 1,723 ) 578 Payables due to sellers ( 1,956 ) 2,083 ( 662 ) Operating lease liabilities ( 4,141 ) ( 3,259 ) ( 2,790 ) Other current liabilities and other liabilities 74 ( 1,832 ) 1,027 Net cash used in operating activities ( 2,436 ) ( 2,910 ) ( 13,556 ) Cash flows from investing activities: Maturities of short-term investments 70,457 91,983 92,653 Sales of short-term investments 988 18,296 — Purchases of short-term investments ( 65,164 ) ( 86,368 ) ( 191,093 ) Purchases of property and equipment ( 763 ) ( 1,922 ) ( 1,794 ) Other, net — 302 2 Net cash provided by (used in) investing activities 5,518 22,291 ( 100,232 ) Cash flows from financing activities: Proceeds from exercise of stock options 743 817 353 Payments for repurchase of common stock ( 3,359 ) ( 27,743 ) ( 3,374 ) Payments for taxes related to net share settlement of stock-based compensation awards ( 3,772 ) ( 3,780 ) ( 608 ) 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 Net decrease in cash, cash equivalents, and restricted cash ( 3,037 ) ( 11,354 ) ( 117,068 ) Cash, cash equivalents, and restricted cash at beginning of the period 29,621 40,975 158,043 Cash, cash equivalents, and restricted cash at end of the period $ 26,584 $ 29,621 $ 40,975 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 15 $ 16 $ 18 Supplemental disclosure of non-cash activities: Recording of right of use asset $ 698 $ 3,483 $ — Recording of lease liability $ ( 698 ) $ ( 3,483 ) $ — See accompanying notes to the consolidated financial statements 61 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of the Business and Basis of Presentation Description of the Business 1stdibs.com, Inc. (“1stDibs” or the “Company”) is one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage & antique furniture, contemporary furniture, home décor, jewelry, watches, art, and fashion. The Company’s 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. The Company was incorporated in the state of Delaware on March 10, 2000 and is headquartered in New York, NY. Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. 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. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Foreign Currency and Currency Translation The Company has determined that the functional currency for its foreign operations is the currency of the primary cash flow of the operation, which is generally the local currency in which the operation is located. All assets and liabilities are generally translated into U.S. dollars using exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a translation adjustment, which is included in the consolidated statements of stockholders’ equity as a component of accumulated other comprehensive loss. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other, net in the consolidated statements of operations. Segment Information An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”). The Company operates and manages its business as one reportable and operating segment. 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. 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. While the CODM also reviews other funnel metrics regularly (i.e. 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. 62 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company measures the tangible and intangible identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree, and contingent consideration at fair value as of the acquisition date. Any excess purchase price over the fair value of net assets acquired is recorded as goodwill. Measurement period adjustments, if any, to the preliminary estimated fair value of the intangibles assets as of the acquisition date are recorded in goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. Acquisition-related expenses represent expenses incurred by the Company to effect a business combination, including expenses such as finder’s fees and advisory, legal, accounting, valuation, and other professional or consulting fees, and are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred or the services are rendered. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. 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. The risk for short-term investments is mitigated by the high quality nature of the investments. The Company has not experienced any credit losses related to its cash, cash equivalents and short-term investments. As of December 31, 2025 and 2024, the Company had no single seller, who the Company considers its customers, that represented more than 10% of its net revenue. Cash, Cash Equivalents, and Restricted Cash The following represents the Company’s cash, cash equivalents, and restricted cash as of the periods presented: December 31, (in thousands) 2025 2024 2023 Cash and cash equivalents $ 22,880 $ 25,964 $ 37,395 Restricted cash, non-current 3,704 3,657 3,580 Total cash, cash equivalents and restricted cash $ 26,584 $ 29,621 $ 40,975 The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Certain cash equivalents consist of investments in debt securities that are classified as available-for-sale. 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. The carrying value of the restricted cash approximates fair value. Short-term Investments Short-term investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for such securities, if available, or is estimated on the basis of quoted market prices of financial instruments with similar characteristics. Investments with original maturities greater than 90 days and less than one year are classified within short-term investments on the Company’s consolidated balance sheets. In addition, investments with maturities beyond one year at the time of purchase that are highly liquid in nature and represent the investment of cash that is available for current operations are classified as short-term investments. Any other investments with original maturities greater than one year would be classified within long-term investments. Additionally, the Company records accrued interest receivable within other current assets on its consolidated balance sheets. Accrued interest receivable was $ 0.6 million as of both December 31, 2025 and December 31, 2024. 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. Short-term investments are evaluated for impairment quarterly. The Company’s portfolio of available-for-sale debt securities is required to incorporate forward-looking information to determine any credit losses. This risk is mitigated by the 63 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. If the Company concluded that an investment is impaired or a portion of the unrealized loss is a result of a credit loss, it recognizes the charge at that time in the consolidated statements of operations. Determining whether the decline in fair value is due to a credit loss requires management judgment based on the specific facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until they are sold. The Company did not recognize any credit losses related to available-for-sale debt securities during the years ended December 31, 2025 and 2024. Accounts Receivable, net 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. The allowance for doubtful accounts considers forward-looking information to estimate expected credit losses using a number of factors, including age of the receivable, current economic conditions, historical losses, and management’s assessment and judgment of the sellers. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed and subsequent recoveries, if any, are credited to the allowance. Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for doubtful accounts are recorded as a component of provision for transaction losses in the consolidated statements of operations. Receivables from Payment Processors and Payables Due to Sellers Receivables from payment processors represent amounts received from buyers via third-party payment processors which will be deposited by the payment processors to 1stDibs’ bank accounts for payment to sellers and shipping carriers. The Company also collects 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. 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 Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful lives. The Company capitalizes costs related to internal-use software during the application development stage, including consulting costs and compensation expenses related to employees who devote time to the development projects. The Company records software development costs in property and equipment, net. 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. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the 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. The general range of useful lives of property and equipment is as follows: Estimated Useful Life Leasehold improvements Lesser of lease term or life of asset Furniture and fixtures 3 years Computer equipment and software 3 years Internal-use software Lesser of contract term or 3 years 64 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. When events occur or changes in circumstances require, the Company assesses the likelihood of recovering the cost of long-lived assets based on its expectations of future profitability, undiscounted cash flows, and management’s plans with respect to operations to determine if the asset is impaired and subject to write-off. Measurement of any impairment loss is based on the excess of the carrying value of the asset over the fair value. For the years ended December 31, 2025, 2024 and 2023, there were no impairment losses recorded. Goodwill Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s goodwill is evaluated at the entity level as it is determined there is one reporting unit, 1stDibs. The Company performs its annual goodwill impairment test as of October 1st or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. The quantitative assessment involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is not impaired. If the book value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill allocated to the reporting unit. Based on the Company’s assessments, there were no impairment losses recorded during the years ended December 31, 2025, 2024 and 2023. Leases The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature, and records the associated right-of-use asset and lease liability on its consolidated balance sheet. The lease liability represents the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. Lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods and may include options, including those to extend or terminate, if it is reasonably certain they will be exercised. The Company accounts for lease and non-lease components related to operating leases as a single lease component. The Company has elected that costs associated with leases having an initial term of 12 months or less ("short-term leases") are recognized in the consolidated statement of operations on a straight-line basis over the lease term and are not recorded on the balance sheet. Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses. Contingencies The Company has certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability on the Company’s consolidated balance sheets. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable. Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with GAAP. 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. 65 Table of Contents 1STDIBS.COM, INC. 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. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. Short-term investments and certain cash equivalents consist of investments in debt securities that are available-for-sale. The table below segregates all assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date: December 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 8,542 $ — $ — $ 8,542 U.S. Government agency securities — 1,097 — 1,097 Total cash equivalents $ 8,542 $ 1,097 $ — $ 9,639 Short-term investments: Commercial paper $ — $ 1,992 $ — $ 1,992 Corporate notes — 23,799 — 23,799 U.S. Treasury securities — 22,090 — 22,090 U.S. Government agency securities — 24,276 — 24,276 Total short-term investments $ — $ 72,157 $ — $ 72,157 December 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 6,795 $ — $ — $ 6,795 U.S. Treasury securities — 3,199 — 3,199 Total cash equivalents $ 6,795 $ 3,199 $ — $ 9,994 Short-term investments: Commercial paper $ — $ 2,263 — 2,263 Corporate notes — 27,092 — 27,092 U.S. Treasury securities — 14,852 — 14,852 U.S. Government agency securities — 33,712 — 33,712 Total short-term investments $ — $ 77,919 $ — $ 77,919 There were no transfers between Level 1, Level 2 or Level 3 during the years ended December 31, 2025 and 2024. The Company’s cash equivalents and short-term investments for the periods presented were valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs and were classified as Level 1 or Level 2, accordingly. As of December 31, 2025 and 2024, all other financial instruments not included in the table above were classified as Level 1. 66 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income Taxes 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. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. The Company follows the provisions of the authoritative guidance from the Financial Accounting Standards Board (“FASB”) on accounting for uncertainty in income taxes. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions. The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income taxes as a current period expense rather than including these amounts in the measurement of deferred taxes. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period without consideration of potentially dilutive common stock. Diluted earnings per share is computed by dividing the 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 Treasury Stock In August 2023, the Board of Directors authorized the Company to repurchase up to an aggregate of $ 20.0 million of its common stock (“2023 Stock Repurchase Program”). In June 2024, the Board of Directors authorized an increase to the Company’s 2023 Stock Repurchase Program to an aggregate repurchase amount of $ 25.5 million, and subsequently announced the completion of its 2023 Stock Repurchase Program. In August 2024, the Board of Directors authorized the Company to repurchase up to an aggregate of $ 10.0 million of its common stock (“2024 Stock Repurchase Program”). 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”). The Board also terminated the 2024 Stock Repurchase Program it previously authorized in August 2024. 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. The repurchase programs are not subject to a termination or expiration date, and it does not obligate the Company to acquire any specific number of shares. The timing, price and volume of repurchases will be based on a number of factors, including market conditions, relevant securities laws, and other considerations. The repurchased common stock is classified as treasury stock on the consolidated balance sheets. The direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock, which includes applicable fees and taxes. Repurchased common stock is stated at cost, determined on an average cost basis and is presented as a reduction of stockholders’ equity on the consolidated balance sheets. Revenue Recognition The Company’s net revenue consists principally of seller marketplace services. 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. Control is transferred when the buyer and seller have agreed to the sale. The Company does not obtain legal title to or control the goods being purchased. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, has the latitude 67 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in establishing pricing and selecting suppliers, among other factors. 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. Marketplace Transactions The Company charges sellers commission and processing fees for successful purchases through its online marketplace. For the items purchased through the 1stDibs online marketplace, the Company collects the Gross Merchandise Value (“GMV”) from the buyer, and recognizes the associated revenue on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services. The commission fees range from 5 % to 50 % of GMV and processing fees, which are approximately 3 % of the buyer’s total payment, net of expected refunds. If a seller accepts a return or refund 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. The commission and processing fees are recognized net of estimated refunds when the corresponding transaction is confirmed by the buyer and seller. The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction. Subscriptions The Company offers its sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or a lower monthly subscription fee and higher commission rates. Sellers receive the benefit of marketplace activities, including listing items for sale, completing sales transactions, and payments processing, which represents a single stand-ready performance obligation. The Company has determined that its customers are sellers on its online marketplace since sellers pay for the use of the platform to sell their inventory. Subscription fees are calculated on an annual basis, payable and recognized monthly. If during the annual subscription period a seller ceases to make its monthly payment, the Company is no longer obligated to provide the subscribed services and the seller can be terminated at the Company’s sole discretion. Sponsored Listings The Company offers a sponsored listings feature that allows sellers to promote items within search results. 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. 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. Impressions are considered delivered when an ad is displayed to users. Contract Costs The Company capitalizes commission costs that are incremental and directly related to the acquisition of seller agreements. Commissions are earned by the Company’s sales force when the seller’s listings are publicly visible and available for purchase on the 1stDibs online marketplace. Commission costs are capitalized when earned and are amortized as expense over an estimated seller relationship period of three years . 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. 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. Contract liabilities consist of deferred revenue that is unearned related to advertising fees charged to sellers for which 68 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS advertisements have not been delivered. Deferred revenue for advertising fees is recognized as revenue in the periods in which our performance obligations are satisfied. Deferred revenue was less than $ 0.1 million as of both December 31, 2025 and 2024. Cost of Revenue Cost of revenue includes payment processor fees and hosting expenses. 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. Any difference between the amount collected for shipping and the amount charged by the shipping carrier is included in cost of revenue in the consolidated statements of operations. Sales and Marketing 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. 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. Promotional discounts and incentives represent incentives solely to buyers and, therefore, are not considered payments made to the Company’s customers. 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; the Company considers its sellers to be its customers. The Company expenses all advertising expenses as incurred. During the years ended December 31, 2025, 2024, and 2023, the Company incurred advertising expenses of approximately $ 10.7 million, $ 13.5 million, and $ 11.0 million, respectively. Technology Development Technology development expenses include payroll, employee benefits, stock-based compensation, and other headcount-related expenses associated with engineering and product development personnel and consulting costs related to technology development. The Company expenses all technology development expenses as incurred. Expenses that meet the criteria for capitalization as internal-use software are capitalized to property and equipment, net on the consolidated balance sheets and amortized over their useful life. This amortization expense related to internal-use software is included in cost of revenue in the consolidated statements of operations. General and Administrative 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 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. The provision for transaction losses also includes bad debt expense associated with the Company’s seller accounts receivable balance. Restructuring Charges 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. As a result of the reduction, the Company incurred approximately $ 2.0 million in restructuring charges during the year ended December 31, 2023, consisting primarily of employee severance and benefits costs. During the year ended December 31, 2024, the Company incurred $ 1.4 million of additional employee severance and benefits costs relating to a further workforce reduction. 69 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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: (in thousands) Restructuring Charges Balance, December 31, 2023 $ 396 Restructuring charges 1,391 Cash payments ( 525 ) Balance, December 31, 2024 $ 1,262 Restructuring charges 802 Cash payments ( 1,974 ) Balance, December 31, 2025 $ 90 The employee severance and benefits costs are included within the respective financial statement line items on the consolidated statement of operations as shown in the table below for the years ended December 31, 2025, 2024 and 2023. Year Ended December 31, (in thousands) 2025 2024 2023 Cost of revenue $ — $ — $ 135 Sales and marketing 802 923 789 Technology development — — 1,044 General and administrative — 468 36 Total $ 802 $ 1,391 $ 2,004 Stock-Based Compensation The Company measures all stock-based awards granted to employees, directors, and non-employees based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes forfeitures as they occur. 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. The Company has not paid dividends and has no foreseeable plans to pay dividends. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs or service payments are classified. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB under its ASC or other standard setting bodies. The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements 70 Table of Contents 1STDIBS.COM, INC. 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. 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. The Company adopted the standard during the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 13 “Income Taxes” in the accompanying notes to the consolidated financial statements for further detail. 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): Disaggregation of Income Statement Expenses. The standard was issued to improve disclosures regarding the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): 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. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements. 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): 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. 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. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements. In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. 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. This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The Company expects to adopt this standard based on the effective date for public business entities on January 1, 2028. The Company is currently evaluating the impact of this standard on its consolidated financial statements. 3. Revenue Recognition The following table summarizes the Company’s net revenue by type of service for the periods presented: Year Ended December 31, (in thousands) 2025 2024 2023 Seller marketplace services $ 88,453 $ 87,195 $ 83,925 Other services 1,167 1,062 759 Total net revenue $ 89,620 $ 88,257 $ 84,684 The Company generates net revenue from seller marketplace services and other services. 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. Net revenue by geographic region is determined based on the country the buyer is located in. For the years ended December 31, 71 Table of Contents 1STDIBS.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. For the years ended December 31, 2025, 2024, and 2023, no single customer accounted for more than 10% of our net revenue. 4. Short-Term Investments The following tables summarize the estimated value of the Company’s short-term investments as of December 31, 2025 and 2024: December 31, 2025 (in thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Commercial paper $ 1,991 $ 1 $ — $ 1,992 Corporate notes 23,753 51 ( 5 ) 23,799 U.S. Treasury securities 22,039 52 ( 1 ) 22,090 U.S. Government agency securities 24,264 17 ( 5 ) 24,276 Total short-term investments $ 72,047 $ 121 $ ( 11 ) $ 72,157 December 31, 2024 (in thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value Commercial paper $ 2,258 $ 5 $ — $ 2,263 Corporate notes 27,082 41 ( 31 ) 27,092 U.S. Treasury securities 14,851 7 ( 6 ) 14,852 U.S. Government agency securities 33,687 43 ( 18 ) 33,712 Total short-term investments $ 77,878 $ 96 $ ( 55 ) $ 77,919 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. 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. 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. The Company does not believe the unrealized losses represent other-than-temporary impairments based on its evaluation of available evidence. 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. 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: (in thousands) Fair Value Remaining maturity date one year or less $ 49,866 Remaining maturity date greater than one year 22,291 Total short-term investments $ 72,157 5. Accounts Receivable, net Accounts receivable, net was $ 0.4 million and $ 0.5 million as of December 31, 2025 and 2024, respectively. 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: 72 (in thousands) Amount Balance as of January 1, 2024 $ 188 Provisions charged to operating results 380 Account write-offs ( 555 ) Balance as of December 31, 2024 $ 13 Provisions charged to operating results 175 Account write-offs ( 116 ) Balance as of December 31, 2025 $ 72 6. Property and Equipment, net As of December 31, 2025 and 2024, property and equipment, net consisted of the following: December 31, (in thousands) 2025 2024 Internal-use software $ 21,183 $ 20,026 Leasehold improvements 4,025 4,029 Computer equipment and software 753 621 Software in progress 427 913 Furniture and fixtures 73 73 Total property and equipment, gross $ 26,461 $ 25,662 Less: Accumulated depreciation and amortization ( 23,730 ) ( 22,098 ) Total property and equipment, net $ 2,731 $ 3,564 As of December 31, 2025 and 2024, the net book value of internal-use software was $ 1.8 million and $ 2.0 million, respectively. Depreciation and amortization expense related to the Company’s property and equipment totaled $ 1.7 million, $ 2.0 million, and $ 2.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, which included amortization expense for internal-use software of $ 1.4 million, $ 1.7 million, and $ 2.2 million, respectively. 7. Goodwill The changes in the carrying balance of goodwill for the periods presented were as follows: (in thousands) Amount Balance as of January 1, 2024 $ 4,116 Addition from immaterial acquisition 127 Foreign currency translation adjustment ( 11 ) Balance as of December 31, 2024 $ 4,232 Foreign currency translation adjustment 74 Balance as of December 31, 2025 $ 4,306 73 8. Accrued Expenses As of December 31, 2025 and 2024, accrued expenses consisted of the following: December 31, (in thousands) 2025 2024 Compensation & benefits $ 2,794 $ 2,611 Shipping 1,804 2,536 Sales & use taxes payable 1,517 1,490 Professional fees 920 740 Allowance for transaction losses 846 961 Severance 90 1,262 Other 1,490 1,875 Total accrued expenses $ 9,461 $ 11,475 9. Leases The Company’s operating lease arrangements are principally for office spaces in New York City. As of December 31, 2025, the Company had $ 16.7 million of operating lease right-of-use assets, $ 4.4 million and $ 14.1 million of current and non-current operating lease liabilities, respectively, and no finance leases on its consolidated balance sheet. As of December 31, 2024, the Company had $ 19.7 million of operating lease right-of-use assets, $ 4.2 million and $ 18.0 million of current and non-current operating lease liabilities, respectively, and no finance leases on its consolidated balance sheet. These operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 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. In August 2023, the Company entered into a sublease agreement as the sublessor for its office space in its former New York City headquarters (the “Sublease”). The Sublease commenced on October 1, 2023 and ends on December 31, 2029, the expiration date of the Company’s former New York City headquarter’s lease. It also contains an option for the lessee to terminate on the third anniversary of the commencement date. Sublease income is recognized as an offset to lease expense on a straight-line basis over the lease term and is included in general and administrative expenses on the Company’s consolidated statement of operations. 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. In November 2023, the Company entered into a lease agreement, as the lessee, for approximately 13,000 square feet for the Company’s new corporate headquarters in New York City (the “Lease Agreement”) which commenced in January 2024 with a five year term and an initial seven month rent abatement period. The Lease Agreement includes an option for the Company to extend the lease for an additional five years . 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. The following table summarizes total lease expense, net for the years ended December 31, 2025 and 2024: December 31, (in thousands) 2025 2024 2023 Operating lease expense $ 5,075 $ 4,748 $ 3,970 Short-term lease expense 2 121 120 Variable lease expense 1,324 1,362 1,124 Total lease expense $ 6,401 $ 6,231 $ 5,214 Sublease income ( 3,586 ) ( 3,629 ) ( 912 ) Total lease expense, net $ 2,815 $ 2,602 $ 4,302 74 Operating lease expense is recognized on a straight-line basis over the term of the arrangement beginning on the lease commencement date for lease arrangements that have an initial term greater than 12 months and therefore are recorded on the balance sheet. Short-term lease expense is recognized on a straight-line basis over the lease term for lease arrangements that have an initial term of 12 months or less and therefore are not recorded on the balance sheet. Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses. As of December 31, 2025, the total remaining operating lease payments included in the measurement of lease liabilities, and undiscounted remaining cash receipts from the Company’s Sublease was as follows (in thousands): Fiscal Year Ending December 31, Operating Lease Payments Sublease Cash Receipts 2026 $ ( 5,429 ) $ 3,504 2027 ( 5,429 ) 3,574 2028 ( 5,429 ) 3,645 2029 ( 4,458 ) 3,718 2030 ( 41 ) — Total (payments) cash receipts $ ( 20,786 ) $ 14,441 Less: imputed interest 2,198 Total lease liabilities $ ( 18,588 ) 10. Other Current Liabilities As of December 31, 2025 and 2024, other current liabilities consisted of the following: December 31, (in thousands) 2025 2024 Sales and other indirect tax contingencies $ 1,346 $ 1,100 Other 713 865 Total other current liabilities $ 2,059 $ 1,965 11. Equity Preferred Stock Effective June 14, 2021, in connection with the closing of the Company’s Initial Public Offering (“IPO”), the Company’s board of directors (“Board”) is authorized to issue up to 10,000,000 shares of preferred stock, $ 0.01 par value per share, in one or more series. The Company's Board has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. As of December 31, 2025 and 2024, no shares of preferred stock were issued or outstanding. Common Stock As of December 31, 2025 and 2024, the Company had authorized 400,000,000 shares of voting common stock, $ 0.01 par value per share. Each holder of the Company's common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no cumulative rights. Subject to any preferential rights of any outstanding preferred stockholders of the Company's common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the Board out of legally available funds. If there is a liquidation, dissolution, or winding up of the Company, holders of the Company's common stock would be entitled to share in the Company's assets remaining after the payment of liabilities and any preferential rights of any outstanding preferred stock. The rights, preferences, and privileges of the holders of the Company's common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future. 75 As of December 31, 2025 and 2024, the Company had reserved shares of common stock for issuance in connection with the following: December 31, 2025 2024 Options to purchase common stock 2,405,436 3,560,144 Restricted stock units outstanding 4,221,609 4,230,176 Shares available for future grant under the 2021 Plan 1,900,107 2,238,376 Shares available for future grant under the ESPP 2,329,934 1,971,655 Total 10,857,086 12,000,351 Treasury Stock 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. The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented: (in thousands except per share amounts) December 31, 2025 December 31, 2024 Shares Cost Basis Shares Cost Basis 2023 Stock Repurchase Program 4,926,635 $ 25,373 4,926,635 $ 25,373 2024 Stock Repurchase Program 1,994,879 8,039 1,516,887 6,245 2025 Stock Repurchase Program 316,546 1,565 — — Total 7,238,060 $ 34,977 6,443,522 $ 31,618 12. Stock-based compensation 2011 Option Plan The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011. The 2011 Plan provided for the Company to grant incentive stock options (“ISOs”), or non-qualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants. At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years , with 25 % vesting on the first anniversary and the balance vesting ratably over the remaining 36 months. 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. The exercise prices, vesting, and other restrictions were determined at the discretion of Compensation Committee of the Board. Following the completion of the Company’s IPO in June 2021, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. 2021 Stock Incentive Plan In May 2021, the Company's Board adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective. The 2021 Plan provides for the grant of ISOs, non-statutory stock options, restricted share awards, restricted stock unit awards (“RSUs”), stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards. ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries. All other stock awards may be granted to the Company’s employees, officers, non-employee directors, consultants, and the employees and consultants of its parent, subsidiaries, and affiliates. Depending on the nature of the award granted, the vesting terms may differ. Generally for new hire awards, the requisite service period for RSUs to vest is over four years from the grant date, with 25 % vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period. Generally, all additional RSUs vest ratably on a quarterly basis over three or four years beginning on the three month 76 anniversary from the grant date. 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. On January 1, 2025, the number of shares of common stock available for issuance under the 2021 Plan was automatically increased according to its terms by 1,791,393 shares. As of December 31, 2025, 1,900,107 shares were available for future grants of the Company’s common stock. 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 The following table summarizes the activity related to Company’s stock options: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2024 3,560,144 $ 7.09 4.9 $ — Granted — — Exercised ( 833,532 ) 3.99 Cancelled/Forfeited ( 321,176 ) 6.65 Outstanding as of December 31, 2025 2,405,436 $ 8.23 5.4 $ 639 Options exercisable as of December 31, 2025 2,329,186 $ 8.27 5.3 $ 636 Options vested and expected to vest as of December 31, 2025 2,405,436 $ 8.23 5.4 $ 639 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. 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. As of December 31, 2025, there were no remaining unvested options with a performance condition. 77 Restricted Stock Units The following table summarizes the activity related to the Company's restricted stock units: Outstanding Restricted Stock Units Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2024 4,230,176 $ 5.52 Granted 3,176,006 $ 2.98 Vested ( 2,459,405 ) $ 5.12 Cancelled/Forfeited ( 725,168 ) $ 4.77 Outstanding as of December 31, 2025 4,221,609 $ 3.87 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. The total grant date fair value of restricted stock units vested was $ 12.6 million, $ 12.0 million, and $ 9.7 million for the years ended December 31, 2025, 2024, and 2023 respectively. Employee Stock Purchase Plan In May 2021, the Company's Board adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). 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: (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. 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. 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. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. The fair market value of the Company’s common stock for this purpose will generally be the closing price on the Nasdaq Global Market (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question. As of December 31, 2025, an initial offering period has not commenced, and for the year ended December 31, 2025, no shares of common stock were purchased under the ESPP. Stock-Based Compensation Expense The following table summarizes the classification of the Company’s stock-based compensation expense in the consolidated statements of operations: Year Ended December 31, (in thousands) 2025 2024 2023 Cost of revenue $ 353 $ 346 $ 390 Sales and marketing 2,724 3,656 2,899 Technology development 3,887 3,904 3,609 General and administrative 7,091 6,870 5,465 Total stock-based compensation expense $ 14,055 $ 14,776 $ 12,363 78 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. 13. Income Taxes Net (loss) income before income taxes for the years ended December 31, 2025, 2024, and 2023 was as follows: Year Ended December 31, (in thousands) 2025 2024 2023 United States $ ( 13,880 ) $ ( 18,787 ) $ ( 22,844 ) Foreign 312 198 159 Total $ ( 13,568 ) $ ( 18,589 ) $ ( 22,685 ) For the years ended December 31, 2025, 2024, and 2023, the provision for income taxes consisted of the following: Year Ended December 31, (in thousands) 2025 2024 2023 Current U.S. Federal $ — $ — $ — State 14 12 14 Foreign 84 32 — Total current expense $ 98 $ 44 $ 14 Deferred U.S. Federal — — — State — — — Foreign — — — Total deferred expense — — — Total provision for income taxes $ 98 $ 44 $ 14 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: December 31, 2025 Amount Percent Income tax benefit using U.S. federal statutory rate $ ( 2,849 ) 21.0 % Tax credits Research credits ( 814 ) 6.0 Changes in valuation allowances 1,439 ( 10.6 ) Non-taxable or non-deductible items Executive Compensation 1,153 ( 8.5 ) Stock-based compensation 761 ( 5.6 ) Other non-deductible items 88 ( 0.6 ) Changes in unrecognized tax benefits 204 ( 1.5 ) Other adjustments 1 116 ( 0.9 ) Provision for income taxes $ 98 ( 0.7 )% (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 79 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, 2024 2023 Income tax benefit using U.S. federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.6 4.1 Nondeductible expenses ( 1.0 ) ( 0.5 ) Unrecognized tax benefits ( 16.5 ) — Research credits 4.0 0.2 Stock-based compensation ( 7.4 ) ( 3.1 ) Change in the valuation allowance 4.6 ( 21.2 ) Executive compensation ( 5.0 ) ( 0.2 ) Other ( 0.6 ) ( 0.4 ) Provision for income taxes ( 0.3 )% ( 0.1 )% When compared to the U.S. 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. When compared to the U.S. statutory tax rate of 21.0%, the effective rate of ( 0.3 )% for the year ended December 31, 2024 was due primarily to the changes in valuation allowance, changes in uncertain tax positions, executive compensation, and non-deductible expenses. When compared to the U.S. statutory tax rate of 21.0%, the effective rate of ( 0.1 )% for the year ended December 31, 2023 was due primarily to the changes in valuation allowance, state taxes, and stock compensation. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. The significant components of the Company’s deferred income tax assets and liabilities at December 31, 2025 and 2024 were comprised of the following: Year Ended December 31, (in thousands) 2025 2024 Deferred tax assets Net operating losses $ 38,693 $ 34,277 Research credits 1,380 769 Property and equipment 295 323 Intangible assets and goodwill 664 864 Capitalized research and development expense 7,832 9,968 Operating lease liabilities 4,675 5,627 Stock-based compensation 788 1,220 Other 1,295 1,533 Total deferred tax assets $ 55,622 $ 54,581 Valuation allowance ( 50,895 ) ( 48,978 ) Net deferred tax assets $ 4,727 $ 5,603 Deferred tax liabilities Capitalized internal-use software ( 434 ) ( 503 ) Right-of-use assets ( 4,175 ) ( 5,010 ) Other ( 118 ) ( 90 ) Total deferred tax liabilities $ ( 4,727 ) $ ( 5,603 ) Net deferred tax liabilities $ — $ — 80 A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies in assessing the need for a valuation allowance. As of December 31, 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. 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: Year Ended December 31, (in thousands) 2025 2024 Valuation allowance at beginning of year $ 48,978 $ 49,814 Increases (Decreases) recorded to provision for income taxes 1,946 ( 825 ) Decreases recorded to equity ( 29 ) ( 11 ) Valuation allowance at end of year $ 50,895 $ 48,978 At December 31, 2025, the Company had approximately $ 140.5 million and $ 140.7 million of federal and state net operating loss (“NOL”) carryforwards, respectively. Approximately $ 52.6 million of the federal NOL and $ 81.4 million of the state NOL was generated prior to the 2018 tax year. As a result, these net operating loss carryforwards will expire, if not utilized, between 2031 and 2037 for federal and state income tax purposes. The post 2017 NOLs are subject to an indefinite carryforward period; therefore, $ 87.9 million of federal NOLs generated after 2017 may be carried forward indefinitely. As it pertains to the approximately $ 59.3 million of state NOLs generated after 2017, not all states have conformed to the Tax Cuts and Jobs Act of 2017; therefore, some state’s NOLs are unlimited while some will expire based on the respective state. 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. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (“IRC”), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year period. The Company completed formal studies through December 31, 2024 to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred. As a result of the studies, the Company determined that although it experienced an ownership change on July 28, 2015, the limitation from the ownership change will not result in any of the NOLs or tax credits expiring unutilized. No additional ownership changes have occurred through the date of the most recent study. 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. The Company’s current intention is to permanently reinvest undistributed earnings of our foreign subsidiary. Any required adjustment to the income tax provision would be reflected in the period that the Company changes this assessment. As of December 31, 2025 and 2024, the Company had unrecognized tax benefits of $ 4.3 million and $ 4.1 million, respectively, which if recognized, would not impact the Company’s tax provision and effective income tax rate due to a full valuation allowance. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2025 and 2024, the Company had not accrued interest or penalties related to unrecognized tax benefits. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Year Ended December 31, (in thousands) 2025 2024 Gross tax contingencies as of beginning of year $ 4,091 $ 1,031 Additions for tax positions related to the current year 118 84 Additions for tax positions of prior years 86 2,976 Gross tax contingencies as of end of year $ 4,295 $ 4,091 81 The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, foreign jurisdictions, and various state and local jurisdictions. The Company’s federal and state tax returns for the tax years ended December 31, 2021 and forward generally remain subject to examination from the Internal Revenue Service and state tax authorities. However, the federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statutes of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statutes of limitations. Therefore, the Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the respective statutes of limitations have lapsed. The returns in U.S. and state jurisdictions have varying statutes of limitations. The Company’s income tax returns for December 31, 2021 and forward for their foreign subsidiaries generally remain subject to examination by tax authorities. 14. Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, (in thousands, except share and per share amounts) 2025 2024 2023 Numerator: Net loss $ ( 13,666 ) $ ( 18,633 ) $ ( 22,699 ) Denominator: Weighted average common shares outstanding—basic and diluted 36,096,469 37,820,400 39,724,697 Net loss per share—basic and diluted $ ( 0.38 ) $ ( 0.49 ) $ ( 0.57 ) The Company’s potentially dilutive securities, which include outstanding stock options and restricted stock units have been excluded from the computation of diluted net loss per share from each period as including them would have had an anti-dilutive effect. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potentially dilutive securities for each period presented: Year Ended December 31, 2025 2024 2023 Options to purchase common stock 2,405,436 3,560,144 3,831,710 Restricted stock units 4,221,609 4,230,176 3,400,489 Total 6,627,045 7,790,320 7,232,199 15. Commitments and Contingencies Contractual Obligations The Company has $ 22.2 million of non-cancelable contractual commitments as of December 31, 2025, primarily related to its operating lease agreements for both its current and former corporate headquarters in New York, NY, not including any offset for sublease income, as well as other software and support services. For those agreements with variable terms, the Company does not estimate what the total obligation may be beyond any minimum obligations. The following table represents the Company’s commitments under its purchase obligations as of December 31, 2025 (in thousands): Fiscal Year Ending December 31, Lease Obligations Other Obligations Total Obligations 2026 $ 5,429 $ 1,088 $ 6,517 2027 5,429 318 5,747 2028 5,429 41 5,470 2029 4,458 — 4,458 2030 41 — 41 Total $ 20,786 $ 1,447 $ 22,233 82 Legal Proceedings The Company is subject to various claims and contingencies which are in the scope of ordinary and routine litigation incidental to its business, including those related to regulation, litigation, business transactions, employee-related matters, and taxes, among others. When the Company becomes aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company records a liability for the loss. The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where the Company believes a conclusion to the matter will be reached. 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. 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. 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. 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. The Company does not believe potential losses are estimable or probable at this time. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. Sales and other indirect tax contingencies The Company conducts operations in many tax jurisdictions for which indirect taxes, such as sales, use and other indirect taxes, are assessed on its operations. Although the Company is diligent in collecting and remitting such taxes, there is uncertainty as to what constitutes sufficient presence or responsibility for a jurisdiction to levy taxes, fees, and surcharges for sales made on an e-commerce platform. The Company recognized liabilities for contingencies related to sales and 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. 16. 401(K) Savings Plans For the Company’s United States employees, it maintains a defined contribution savings plan under Section 401(k) of the Internal Revenue Code, which is offered to all eligible employees, and participants may make voluntary contributions. Company contributions to the plan may be made at the discretion of the Company’s board of directors. These contributions to date have been immaterial. The Company also has various pension plans for its non-U.S. employees, some of which are required by local laws, and allow or require employer contributions. These plans cover substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. 83 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.