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What changed in 1stdibs.com, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of 1stdibs.com, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+371 added−383 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in 1stdibs.com, Inc.'s 2025 10-K

371 paragraphs added · 383 removed · 312 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

60 edited+8 added−31 removed35 unchanged
Biggest changeOur 1stDibs Promise gives our buyers peace of mind with every purchase by providing the following features and commitments: • a Money-Back Guarantee if a purchased item is not as described, is damaged in transit, or does not arrive, a buyer can contact us within 7 days, or longer for Trade Buyers, for a full refund. • a community of sellers from around the world to ensure high-quality products; • confidence at checkout with multiple secure payment options and a comprehensive fraud protection and prevention program; • customer service support from dedicated specialists to answer questions, assist with orders, and stand ready to resolve any transaction or technical issues throughout the buying process; • worry-free cancellations within 24 hours; • a Price-Match Guarantee to ensure that if a buyer finds a 1stDibs seller that has the same item for a lower price elsewhere, 1stDibs will match it; and • enablement of a seamless and transparent global end-to-end shipping, logistics and delivery experience focused on security and a high level of care. 2 Value Proposition to Sellers • Demand Generation: As of December 31, 2024, we provided sellers access to a global base of approximately 7.0 million users in over 190 countries, who would otherwise largely be inaccessible in an offline market.
Biggest changeOur 1stDibs Promise gives our buyers peace of mind with every purchase by providing the following features and commitments: 2 • a Money-Back Guarantee if a purchased item is not as described, is damaged in transit, or does not arrive, a buyer can contact us within 7 days, or longer for Trade Buyers, for a full refund. • a community of sellers from around the world to ensure high-quality products; • confidence at checkout with multiple secure payment options and a comprehensive fraud prevention program; • customer service support from specialists to answer questions, assist with orders, and stand ready to resolve any transaction or technical issues throughout the buying process; • worry-free cancellations within 24 hours; • a Price-Match Guarantee to ensure that if a buyer finds a 1stDibs seller that has the same item for a lower price elsewhere, 1stDibs will match it; • an Authenticity Guarantee to ensure if there is an issue with an item’s authenticity, we will provide a refund within a year from purchase; and • enablement of a seamless and transparent global end-to-end shipping, logistics and delivery experience focused on security and a high level of care.
We have developed tools to facilitate communication between sellers and buyers and have added incentives for sellers to respond quickly.
We have developed tools to facilitate communication between buyers and sellers and have added incentives for sellers to respond quickly.
We use internal and external data to target, acquire, and retain qualified buyers through performance-based, data-driven marketing campaigns. Data Security and Protection We are committed to the security of the sellers and buyers who transact on our marketplace.
We use internal and external data to target, acquire, and retain qualified buyers through performance-based, data-driven marketing campaigns. Data Security and Protection We are committed to the security of the buyers and sellers who transact on our marketplace.
We collect and store certain personally identifiable information provided by our sellers and buyers and other third parties with whom we transact, such as names, email addresses, and the details of transactions.
We collect and store certain personally identifiable information provided by our buyers and sellers and other third parties with whom we transact, such as names, email addresses, and the details of transactions.
Further, various countries regulate the import of certain technology and have enacted or could enact laws that limit our ability to provide sellers and buyers access to our platform or could limit our sellers’ and buyers’ ability to access or use our services in those countries.
Further, various countries regulate the import of certain technology and have enacted or could enact laws that limit our ability to provide buyers and sellers access to our platform or could limit our sellers’ and buyers’ ability to access or use our services in those countries.
We believe that we compete effectively based on the volume, quality, and assortment of unique luxury design items available on our online marketplace, our brand awareness and history built on trust and authenticity, the experience and value proposition we offer to sellers and buyers, and the global scale of our online marketplace, including the effectiveness of our mobile app.
We believe that we compete effectively based on the volume, quality, and assortment of unique luxury design items available on our online marketplace, our brand awareness and history built on trust and authenticity, the experience and value proposition we offer to buyers and sellers, and the global scale of our online marketplace, including the effectiveness of our mobile app.
Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on our investor relations website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the 6 “Exchange Act”), are available free of charge on our investor relations website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
We have created a pricing index, “1stDibs Insider,” which provides pricing guidance to our sellers based on historical pricing trends. By providing historical pricing data for similar items that have recently sold, we believe this helps sellers price items more competitively. We have also invested in artificial intelligence and machine learning to help our sellers with pricing guidance.
We have created a pricing index, “1stDibs Insider,” which provides pricing context to our sellers based on historical pricing trends. By providing historical pricing data for similar items that have recently sold, we believe this helps sellers price items more competitively. We have also invested in artificial intelligence and machine learning to help our sellers with pricing guidance.
The bulk of our users are browsing via our mobile site. Our mobile app users take advantage of app-specific features, personalized notifications, and the ability to “see” items in their homes via our augmented reality feature. • Personalization: We collect rich data around our users’ preferences, site engagement, item and seller attributes, buyers’ browsing patterns and purchase behaviors.
The bulk of our users are browsing via our mobile site. Our mobile app users take advantage of app-specific features, personalized notifications, and the ability to “see” items in their homes via our augmented reality feature. • Personalization: We collect rich data around our buyers’ preferences, site engagement, item and seller attributes, buyers’ browsing patterns and purchase behaviors.
Although we do not currently have any issued patents, we may pursue patent protection for aspects of our technology in the future. We seek to protect our proprietary information, in part, by entering into 7 confidentiality and proprietary rights agreements with our employees and independent contractors. Our employees are also subject to invention assignment agreements.
Although we do not currently have any issued patents, we may pursue patent protection for aspects of our technology in the future. We seek to protect our proprietary information, in part, by entering into confidentiality and proprietary rights agreements with our employees and independent contractors. Our employees are also subject to invention assignment agreements.
We have assembled a robust network of logistics providers to help sellers fulfill orders at a lower cost, giving them an advantage relative to conventional offline sales and allowing them to focus more time on what they do best: curating and selling unique luxury design items.
We have assembled a robust network of logistics 3 providers to help sellers fulfill orders at a lower cost, giving them an advantage relative to conventional offline sales and allowing them to focus more time on what they do best: curating and selling unique luxury design items.
Our platform turns this complex order flow into an easy-to-use process and converts the valuable data we collect from buyers’ browsing and purchase activity into actionable insights for both sellers and buyers. Our platform is scalable, which we believe enables us to grow over time.
Our platform turns this complex order flow into an easy-to-use process and converts the valuable data we collect from buyers’ browsing and purchase activity into actionable insights for both buyers and sellers. Our platform is scalable, which we believe enables us to grow over 1 time.
We also use third parties to assist in our security practices and prevent and detect fraud. We intend to continue to invest in efforts associated with the detection and prevention of security breaches and any security-related incidents. Segment and Geographic Information We have one operating and reportable segment.
We also use third parties to assist in our security practices and prevent and detect fraud. We intend to continue to invest in efforts associated with the detection and prevention of security breaches and any security-related incidents. 5 Segment and Geographic Information We have one operating and reportable segment.
Some of our third-party service providers, such as identity verification and payment processing 6 providers, also regularly have access to seller and buyer data. We undertake administrative and technical measures to protect our systems and the consumer data those systems process and store.
Some of our third-party service providers, such as identity verification and payment processing providers, also regularly have access to seller and buyer data. We undertake administrative and technical measures to protect our systems and the consumer data those systems process and store.
Negotiation is a common purchase format in our verticals; Buyers can negotiate via the “Make Offer” experience, and also receive a personalized “Private Offer” after initiating a conversation with a seller or “favoriting” an item. • Mobile: During the year ended December 31, 2024, the majority of user sessions came to our online marketplace via a mobile device, either by browsing our mobile site or by using our highly rated mobile app.
Negotiation is a common purchase format in our verticals; Buyers can negotiate via the “Make Offer” experience, and also receive a personalized “Private Offer” after initiating a conversation with a seller or “favoriting” an item. • Mobile: During the year ended December 31, 2025, the majority of user sessions came to our online marketplace via a mobile device, either by browsing our mobile site or by using our highly rated mobile app.
Our online marketplace seller stock value, the sum of the stock value of all available products listed on our online marketplace, was consistent year over year and exceeded $10.0 billion as of both December 31, 2024 and 2023. An individual listing’s stock value is calculated as the item’s current price multiplied by its quantity available for sale.
Our online marketplace seller stock value, the sum of the stock value of all available products listed on our online marketplace, was consistent year over year and exceeded $10.0 billion as of both December 31, 2025 and 2024. An individual listing’s stock value is calculated as the item’s current price multiplied by its quantity available for sale.
The SEC also maintains a website that contains our SEC filings. The SEC website address is www.sec.gov. Disclosure Information We use our investor relations website to announce material nonpublic information to the public including filings with the SEC, press releases, public conference calls, and webcasts and for complying with our disclosure obligations under Regulation FD of the Exchange Act. 8
The SEC also maintains a website that contains our SEC filings. The SEC website address is www.sec.gov. Disclosure Information We use our investor relations website to announce material nonpublic information to the public including filings with the SEC, press releases, public conference calls, and webcasts and for complying with our disclosure obligations under Regulation FD of the Exchange Act. 7
Sellers also benefit from our proprietary algorithms and targeting technologies to connect with both Consumer and Trade Buyers. • Listing & Pricing: We empower sellers with tools useful for them to control item pricing and item visibility on our online marketplace. Sellers can leverage our proprietary classification methodologies and structured data to create listings tailored to their inventory.
Sellers also benefit from our proprietary algorithms and targeting technologies to connect with both Consumer and Trade Buyers. • Listing & Pricing: We empower sellers with tools useful for them to manage item pricing and item visibility on our online marketplace. Sellers can leverage our proprietary classification methodologies and structured data to create listings tailored to their inventory.
We utilize user data and rigorous A/B testing to improve the user experience, and continuously optimize the performance of our marketing campaigns and channels. We use highly targeted promotional incentives, where appropriate, to profitably acquire and retain buyers. We focus on engaging and retaining our users with personalized experiences and elevated storytelling.
We utilize user data and rigorous A/B testing to improve the user experience, and continuously optimize the performance of our marketing campaigns and channels. We use highly targeted promotional incentives, where appropriate, to acquire and retain buyers. We focus on engaging and retaining our buyers with personalized experiences and elevated storytelling.
We believe our growing collection of approximately 1.8 million luxury design items is unmatched and makes us the premier destination for design lovers and enthusiasts. Luxury design tends to retain value over time as a result of their scarcity and durability.
We believe our growing collection of approximately 1.9 million luxury design items is unmatched and makes us the premier destination for design lovers and enthusiasts. Luxury design tends to retain value over time as a result of their scarcity and durability.
As sellers and buyers of luxury design gain experience transacting online, we believe our combination of technology, service, brand positions and demand generation enable us to grow this market by providing sellers and buyers the tools and access they need.
As buyers and sellers of luxury design gain experience transacting online, we believe our combination of technology, service, brand position and demand generation enable us to grow this market by providing buyers and sellers the tools and access they need.
We provide buyers with design inspiration through our expertly merchandised collections and our online editorial publication Introspective . • Quality of Experience: Unlike conventional offline alternatives, we offer our buyers convenient 24/7 access to approximately 1.8 million listings.
We provide buyers with design inspiration through our expertly merchandised collections and our online editorial publication Introspective . • Quality of Experience: Unlike conventional offline alternatives, we offer our buyers convenient 24/7 access to approximately 1.9 million listings.
The percentage of Active Buyers who make more than one purchase in any given year has been generally consistent from year to year and comprised approximately 30% of total Active Buyers in each of the years ended December 31, 2024 and 2023.
The percentage of Active Buyers who make more than one purchase in any given year has been generally consistent from year to year and comprised approximately 30% of total Active Buyers in each of the years ended December 31, 2025 and 2024.
Specifically, transacting in unique luxury design requires the ability for sellers and buyers to exchange 1 messages, negotiate prices, arrange customized shipping support, and pay swiftly and securely through various payment methods.
Transacting in unique luxury design requires the ability for buyers and sellers to exchange messages, negotiate prices, arrange customized shipping support, and pay swiftly and securely through various payment methods.
Multiple possible payment methods offer our buyers a convenient checkout experience compared to traditional offline retail channels by removing complexity and introducing transparency to the purchasing process. We allow buyers to transact securely from their homes, bypassing the complicated and time-intensive process, and often opaque pricing associated with traditional offline channels.
Multiple possible payment methods offer our buyers a convenient checkout experience compared to traditional offline retail channels by removing complexity and introducing transparency to the purchasing process. We allow buyers to transact securely from anywhere, bypassing the complicated and time-intensive process, and often opaque pricing associated with traditional offline channels.
We maximize Search Engine Optimization (“SEO”) to help buyers find items and connect with our sellers, allowing them to purchase products tailored to their tastes and preferences with ease.
We use Search Engine Optimization (“SEO”) to help buyers find items and connect with our sellers, allowing them to purchase products tailored to their tastes and preferences with ease.
Technology powers all aspects of our business, including our complex single-SKU and multi-SKU order management system. • Big Data : We leverage browsing history on our platform, followed searches, “favorited” items, and previous purchases to generate personalized emails and on-site recommendations.
Technology powers all aspects of our business, including our complex single-SKU and multi-SKU order management system. • Big Data : We leverage browsing history on our platform, followed searches, “favorited” items, previous purchases, and historical sold-item data to generate personalized emails and on-site recommendations.
The percentage of our unique sellers based outside of the United States was 53% and 55% as of December 31, 2024 and December 31, 2023, respectively. • Buyer-Seller Communication : Given the unique inventory available on our online marketplace and the relatively high price points, buyers are likely to have questions regarding origin and item attributes.
The percentage of our unique sellers based outside of the United States was 52% and 53% as of December 31, 2025 and December 31, 2024, respectively. • Buyer-Seller Communication : Given the unique inventory available on our online marketplace and the relatively high price points, buyers are likely to have questions regarding origin and item attributes.
Pursue New Product Verticals and Diversification Opportunities We have demonstrated our ability to successfully grow and diversify beyond our original offering of vintage furniture, as exemplified by our proven track record of expanding both across verticals, such as art, jewelry, and fashion, and within verticals, such as the expansion from vintage and antique furniture to include new and custom furniture.
We have demonstrated our ability to successfully grow and diversify beyond our original offering of vintage furniture, as exemplified by our proven track record of expanding both across verticals, such as art, jewelry, and fashion, and within verticals, such as the expansion from vintage and antique furniture to include new and custom furniture.
Our sellers, who undergo an evaluation by our in-house experts to vet the integrity of their listings, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online.
Our sellers, who undergo an evaluation by our in-house experts to vet the quality of their inventory, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online.
Highly experienced interior designers, whom we refer to as Trade Buyers, are frequent, repeat purchasers on our online marketplace and accounted for 31% of our on-platform GMV in each of the years ended December 31, 2024 and 2023, respectively.
Highly experienced interior designers, whom we refer to as Trade Buyers, are generally frequent, repeat purchasers on our online marketplace and accounted for 31% of our on-platform GMV in each of the years ended December 31, 2025 and 2024.
We list luxury design items from numerous sellers located throughout the United States and from over 75 countries.
We list luxury design items from numerous sellers located throughout the United States and from over 70 countries.
We aggregate supply from a large number of globally distributed sellers, offering buyers an online destination to access a variety of luxury products across the globe. As of December 31, 2024 and December 31, 2023, we had approximately 45% and 44% of our listings located outside the United States, respectively.
We aggregate supply from a large number of globally distributed sellers, offering buyers an online destination to access a variety of luxury products across the globe. As of both December 31, 2025 and December 31, 2024, we had approximately 45% of our listings located outside the United States.
We had 7.0 million users and approximately 1.8 million listings as of December 31, 2024, compared to 6.3 million users and approximately 1.7 million listings as of December 31, 2023. Users represent non-seller visitors who register on our website and include both buyers and prospective buyers identified by a unique email address.
We had 7.8 million users and approximately 1.9 million listings as of December 31, 2025, compared to 7.0 million users and approximately 1.8 million listings as of December 31, 2024. Users represent non-seller visitors who register on our website and include both buyers and prospective buyers identified by a unique email address.
We leverage this data, including user behaviors, sales trends, and seller behaviors, to improve the effectiveness of our buyer targeting and conversion efforts, and increase supply growth from existing and prospective sellers. • Scalable Page Creation : We utilize unstructured on-platform search query data to create new indexable pages automatically to increase our long-tail organic search traffic and enable broader Search Engine Optimization and Search Engine Marketing (“SEM”) coverage. • System Security and Business Continuity : Our infrastructure has been designed to adhere to industry best practices for secure storage and management of all sensitive data, including encryption (for data at rest as well as in transit), access logging, and internal change controls.
We leverage this data, including user behaviors, sales trends, and seller behaviors, to improve the effectiveness of our buyer targeting and conversion efforts, increase supply growth from existing and prospective sellers, and deliver pricing guidance to sellers by recommending competitive price points based on comparable past sales performance. • Scalable Page Creation : We utilize unstructured on-platform search query data to create new indexable pages automatically to increase our long-tail organic search traffic and enable broader Search Engine Optimization and Search Engine Marketing (“SEM”) coverage. • System Security and Business Continuity : Our infrastructure has been designed to adhere to industry best practices for secure storage and management of all sensitive data, access logging, and internal change controls.
On our platform, sellers can set item pricing based on user type (Consumer vs. Trade) or a specific user (Private Listing). We also provide sellers purchase format flexibility beyond the standard list price model. Sellers can choose to list items without a price using the “Price Upon Request” purchasing format.
On our platform, sellers can set item pricing based on user type (Consumer vs. Trade) or a specific user (Private Listing). We also provide sellers purchase format flexibility beyond the standard list price model.
We derive a relatively low percentage of our traffic and orders from paid media. During the year ended December 31, 2024, we estimate that approximately 69% of new user sessions came from non-paid channels, including organic search, direct web, direct app, organic social, email, and referral compared to 76% during the year ended December 31, 2023.
During the year ended December 31, 2025, we estimate that approximately 73% of new user sessions came from non-paid channels, including organic search, direct web, direct app, organic social, email, and referral compared to 69% during the year ended December 31, 2024.
Our buyer services include: 3 • Largest Selection of Unique Luxury Design Items: We offer one of the largest online selections of luxury design items from leading sellers and makers of vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion.
Our customized Private Client and Trade Service teams provide high-touch human support for Consumer and Trade Buyers. Our buyer services include: • Largest Selection of Unique Luxury Design Items: We offer one of the largest online selections of luxury design items from leading sellers and makers of vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion.
It also facilitates using different programming languages appropriate for specific tasks, including python for machine learning, java for big data jobs, and node for front end integrations. • Proprietary Database : We created an extensive digital catalog in luxury design with associated metadata that is used to simplify the buyer experience in an ordinarily complex purchase process.
It also supports using different programming languages based on the task—such as Python for analytics and machine learning, Java for backend services and high-throughput processing, and Node.js for lightweight services and front-end integrations. • Proprietary Database : We created an extensive digital catalog in luxury design with associated metadata that is used to simplify the buyer experience in an ordinarily complex purchase process.
As of December 31, 2024, we had approximately 5,900 unique sellers, compared to approximately 7,800 unique sellers as of December 31, 2023. In 2024, we shifted our seller acquisition strategy and monetization approach to concentrate on fewer, but more highly engaged sellers.
As of December 31, 2025, we had approximately 5,700 unique sellers, compared to approximately 5,900 unique sellers as of December 31, 2024. In 2024, we shifted our seller acquisition strategy and monetization approach to concentrate on fewer, but more highly engaged sellers and we discontinued the pricing option with no monthly subscription fees and higher commission rates.
As of December 31, 2024, 45% of the supply on our online marketplace comes from outside the United States, while only 20% of buyers are located internationally. We believe that this presents a large international expansion opportunity.
As of December 31, 2025, 45% of the supply on our online marketplace comes from outside the United States, while only 20% of buyers are located outside the United States. We believe that this presents an international expansion opportunity. Our website traffic also indicates strong international presence with approximately 40% of current traffic coming from outside the United States.
Through our Trade 1st program, we offer these Trade Buyers, who comprise a subset of our buyers, additional benefits such as trade-only personalized support, exclusive trade pricing, and buyer incentives for which members do not pay any fees to participate in this program.
Through our Trade 1st program, we offer these Trade Buyers additional benefits such as trade-only personalized support, exclusive trade pricing, and buyer incentives for which members do not pay any fees to participate in this program. We are driving consumer demand for luxury design items online by providing global access to a traditionally fragmented, local, and offline market.
It is designed to connect sellers and buyers worldwide, enabling online transactions of unique products by removing purchase friction. We leverage appropriate technologies to ensure security, performance, and scalability. Key features of our technology platform include: • Services-based Architecture : Allows us to scale individual parts of the platform independently from others, increasing engineering efficiency.
Our Technology and Data Technology powers all aspects of our business. Our proprietary services-based architecture is the foundation of our platform. It is designed to connect buyers and sellers worldwide, enabling online transactions of unique products by removing purchase friction. We leverage appropriate technologies to ensure security, performance, and scalability.
We do not focus on AOV or MOV as key metrics in evaluating our business given our priority to make unique, high-end design items available across various price points through our online marketplace.
We had a median order value (“MOV”) of approximately $1,300, and $1,200 in the years ended December 31, 2025 and 2024, respectively. We do not focus on AOV or MOV as key metrics in evaluating our business given our priority to make unique, high-end design items available across various price points through our online marketplace.
We believe the ability for buyers to interact and negotiate prices directly with sellers increases both on-platform conversion and buyer retention rate.
Extensive fraud protection and secure payment solutions further establish the trust buyers and sellers have in our online marketplace. We believe the ability for buyers to interact and negotiate prices directly with sellers increases both on-platform conversion and buyer retention rate.
Our sellers use our platform to manage their inventory, build their digital marketing presence, and communicate and negotiate prices directly with buyers. We provide our buyers a trusted purchase experience with our user-friendly interface, dedicated specialist support, and our 1stDibs Promise, our comprehensive buyer protection program outlined in-depth below.
We provide our buyers a trusted purchase experience with our user-friendly interface, dedicated specialist support for a certain subset of buyers, and our 1stDibs Promise, our comprehensive purchase protection program outlined in-depth below.
We believe that creating a digital presence and enabling access to buyers across the globe allows us to expand the addressable market for luxury sellers. Expanding a seller’s ability to share their story across various forms of media, including text, photographs, and videos, significantly increases buyer engagement and conversion.
Expanding a seller’s ability to share their story across various forms of media, including text, photographs, and videos, significantly increases buyer engagement and conversion.
While we enable shipping and fulfillment logistics, we do not take physical possession of the items sold on our online marketplace.
While we enable fulfillment and shipping logistics, we do not take physical possession of the items sold on our online marketplace. During the year ended December 31, 2025, we had approximately 60,700 active buyers, compared to approximately 64,300 in the year ended December 31, 2024.
In addition, we provide additional benefits to Trade Buyers, including trade exclusive pricing, buyer incentives, priority support, sourcing expertise, and enhanced buyer protection, among others through our Trade 1st program. Our client service associates help ensure the satisfaction of sellers and buyers by addressing and assisting in the resolution of questions relating to orders, deliveries, returns, and disputes.
Our client service associates help ensure the satisfaction of buyers and sellers by addressing and assisting in the resolution of questions relating to orders, deliveries, returns, and disputes.
During the year ended December 31, 2024, we had approximately 64,300 active buyers, compared to approximately 61,000 in the year ended December 31, 2023, who are buyers who have made at least one purchase through our online marketplace during the 12 months ended on the last day of the period presented, net of cancellations (“Active Buyers”).
We define Active Buyers as unique buyers who made at least one purchase through our online marketplace during the trailing 12-month period, net of cancellations (“Active Buyers”). We had an on-platform average order value (“AOV”) of approximately $2,600 and $2,500 in the years ended December 31, 2025 and 2024, respectively.
We discontinued the pricing option with no monthly subscription fees and higher commission rates during the year which contributed to the seller churn. We provide our sellers, the vast majority of which are small businesses, access to a global community of buyers and a platform to facilitate e-commerce at scale.
We provide our sellers, the vast majority of which we believe are small businesses, access to a global community of buyers and a platform to facilitate e-commerce at scale. Our sellers use our platform to manage their 1stDibs inventory, build their digital marketing presence, and communicate and negotiate prices directly with buyers.
We regularly receive input from our team members through employee surveys, feedback interviews, and events to gauge employee engagement and identify areas of focus. Our Technology and Data Technology powers all aspects of our business. Our proprietary services-based architecture is the foundation of our platform.
We do this through striving to attract and hire the best talent and developing our team in ways that contribute to their personal and business growth. We regularly receive input from our team members through employee surveys, feedback interviews, and events to gauge employee engagement and identify areas of focus.
Our seller onboarding process which includes our in-house experts evaluating the integrity of sellers’ listings inspires buyer confidence in our sellers and in the quality of the luxury design items sold on 1stDibs. Extensive fraud protection and secure payment solutions further establish the trust sellers and buyers have in our online marketplace.
For the years ended December 31, 2025 and 2024, approximately 2% and 3% of orders had an item value of $100,000 or more, respectively. Our seller onboarding process which includes our in-house experts evaluating the integrity of sellers’ listings inspires buyer confidence in our sellers and in the quality of the luxury design items sold on 1stDibs.
Additionally, we had 7.0 million users as of December 31, 2024, compared to 6.3 million users as of December 31, 2023. The 1stDibs Marketplace Trust Trust is at the core of the online marketplace that we have built over two decades of operating history.
The 1stDibs Marketplace Trust Trust is at the core of the online marketplace that we have built over two decades of operating history. Trust in our online marketplace is critical to facilitating online transactions of purchases with high price points.
On-platform GMV from buyers in non-U.S. markets constituted 18% and 17% in the years ended December 31, 2024, and 2023, respectively. We believe there is an opportunity to grow our GMV from non-U.S. markets, and may also expand internationally through acquisitions.
We had 52% and 53% of unique sellers outside the United States in the years ended December 31, 2025, and 2024, respectively. On-platform GMV from buyers in non-U.S. markets constituted 19% and 18% in the years ended December 31, 2025, and 2024, respectively.
Increasing Online Penetration One of the most significant trends driving online penetration in the luxury goods market is an increasingly digitally native customer base. We hosted approximately 1.8 million listings as of December 31, 2024, compared to approximately 1.7 million listings as of December 31, 2023.
We continue to see opportunities to increase online penetration in luxury goods. We hosted approximately 1.9 million listings as of December 31, 2025, compared to approximately 1.8 million listings as of December 31, 2024. Additionally, we had 7.8 million users as of December 31, 2025, compared to 7.0 million users as of December 31, 2024.
Our human capital resources objective is to ensure that we have the best possible team to reach our business goals, and that the team has a positive employee experience. We do this through striving to attract and hire the best talent and developing our team in ways that contribute to their personal and business growth.
Human Capital Resources As of December 31, 2025, we had 266 full-time employees, including 105 in technology development, 55 in sales and marketing, 67 in operations, and 39 in general and administrative . 4 Our human capital resources objective is to ensure that we have the best possible team to reach our business goals, and that the team has a positive employee experience.
We understand user preferences from their discovery and purchase history, and use that data to recommend products that are most likely to drive engagement, conversion, and repeat purchasing. We offer Private Client services to our most engaged consumers; and cultivate interior designer engagement and retention through the Trade 1st program.
We offer Private Client services to our most engaged consumers; and cultivate interior designer engagement and retention through the Trade 1st program. We communicate with our buyers primarily through email, site, text, mobile push notifications, print catalogs, and organic social.
Our Active Buyers had 81 and 86 sessions and viewed 266 and 218 product pages, on average, during the years ended December 31, 2024 and December 31, 2023, respectively. We built 1stDibs to empower and inspire confidence in our sellers by using our proprietary technology to digitize and transform their businesses.
We built 1stDibs to empower and inspire confidence in our sellers by using our proprietary technology to digitize and transform their businesses. We believe that creating a digital presence and enabling access to buyers across the globe allows us to expand the addressable market for luxury sellers.
We have sold items on our online marketplace ranging from less than $100 to over $1 million, demonstrating that high-end luxury design items are attainable and within reach of the expanding buyer audience we are attracting to the market.
We believe our marketplace is expanding the overall luxury design market by introducing new sellers to a global audience and exposing buyers to inventory previously accessible only offline. Items sold on our platform range from under $100 to over $1 million, demonstrating the breadth of our supply and addressable customer base.
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We had an on-platform average order value (“AOV”) of approximately $2,500 and $2,600 in the years ended December 31, 2024 and 2023, respectively. We had a median order value (“MOV”) of approximately $1,200 in both the years ended December 31, 2024 and 2023.
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Our Market Opportunities and Growth Strategies We operate a global online marketplace connecting buyers and sellers of unique luxury design items. By consolidating supply and demand onto a single digital platform, we expand seller reach, broaden buyer selection, and improve accessibility and convenience.
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We are driving consumer demand for luxury design items online by providing global access to a traditionally fragmented, local, and offline market.
Added
Our growth strategy focuses on expanding our buyer base and platform supply. We believe we remain in the early stages of reaching a broad global audience, with limited penetration of both U.S. and international populations given our number of users. Approximately 20% of our buyers are located internationally as of both December 31, 2025 and 2024.
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We believe our proprietary technology platform enables a purchase funnel that is more robust and interactive than the conventional e-commerce experience. The discovery and transaction process in our industry is more complex than in most e-commerce categories.
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To date, we have grown primarily through organic channels, earned media, partnerships, and targeted paid marketing, and we intend to further scale through data-driven acquisition, personalized engagement, and retention initiatives. We also grow marketplace supply by enhancing our value proposition for sellers through expanded buyer access and improved listing and transaction tools, and may supplement growth through partnerships or acquisitions.
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Our Market Opportunity We connect sellers and buyers in what has historically been a fragmented and highly localized global market for unique luxury design items. This market has generally operated offline, functioning mostly through independent galleries, boutiques, and auction houses, thereby restricting a seller’s potential buyer audience and limiting a buyer’s product selection.
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We invest strategically in technology and innovation to improve user experience, increase conversion, drive seller success, and enhance operational efficiency. Our platform investments include machine learning and artificial intelligence to better localize experiences, optimize discovery, and support long-term revenue growth. We derive a relatively low percentage of our traffic and orders from paid media.
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These offline operations create barriers to both new supply and new demand, limiting the market’s overall growth potential. We created a single online marketplace that consolidates previously fragmented sellers and buyers globally.
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This diversification increases our addressable market, purchase frequency, and brand relevance as a leading online destination for luxury design. Our infrastructure is designed to scale with vertical or offering expansion and potential acquisitions. International expansion remains an opportunity.
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We believe our online marketplace, powered by our technology platform, has transformed almost all dimensions of the luxury design buying experience by increasing accessibility and enhancing selection and convenience.
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Value Proposition to Sellers • Demand Generation: As of December 31, 2025, we provided sellers access to a global base of approximately 7.8 million users in over 200 countries, who would otherwise largely be inaccessible in an offline market.
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Expanding the Luxury Goods Market While the global luxury design market is already large, we believe that as a digital disruptor we have the potential to further expand the overall size of our market.
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We also require Sellers to agree to price parity on the platform in which our Sellers must ensure their pricing on 1stDibs matches or beats their pricing on other channels. In addition, we provide additional benefits to Trade Buyers, including trade exclusive pricing, buyer incentives, priority support, sourcing expertise, and enhanced buyer protection, among others through our Trade 1st program.
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We believe we are growing the market by: (1) increasing the number of digital global luxury design sellers by enabling them to transact on a global online marketplace that materially expands their potential customer base; and (2) growing the luxury design buyer base by introducing our online audience to unique products previously only accessible via in-person galleries, boutiques, and auction houses.
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Key features of our technology platform include: • Services-based Architecture : Allows us to scale individual parts of the platform independently from others, increasing engineering efficiency.
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Trust in our online marketplace is critical to facilitating online transactions of purchases with high price points. For the years ended December 31, 2024 and 2023, approximately 3% and 5% of orders had an item value of $100,000 or more, respectively.
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Our platform calculates a “salability” score for items using machine learning and gives items with a higher likelihood of selling increased priority in buyers’ search and browse sort order.
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Additionally, our platform offers pricing insights to show buyers historical pricing data for similar items that have recently sold which can increase buyer confidence and help buyers with decision-making and in negotiations. Our customized Private Client and Trade Service teams provide high-touch human support for Consumer and Trade Buyers.
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For certain individual Consumers or Trade Buyers, respectively, we provide support at the individual level through our Private Client and Trade Services to provide a seamless buying process.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCompleted and future acquisitions may result in unforeseen operational difficulties and expenditures associated with: • incorporating and integrating new businesses, technologies, products, personnel, or operations of any company we may acquire, particularly if key personnel of the acquired company decide not to work for us; • consolidating operational and administrative functions; • coordinating outreach to our community; • disruption to our ongoing business and distraction of our management; • delay or reduction of transactions on our marketplace or in the business of the company we acquired due to uncertainty about continuity and effectiveness of service from either company; • entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; • effectively managing an increased number of employees in diverse locations; • if we use cash to pay for acquisitions, limiting other potential uses for our cash; • incurring debt to fund such acquisitions, which may subject us to material restrictions on our ability to conduct our business; • issuing our equity securities; • incurring impairment charges related to potential write-downs of acquired assets or goodwill; • maintaining morale and culture and retaining and integrating key employees; • maintaining or developing controls, procedures, and policies (including effective internal control over financial reporting and disclosure controls and procedures); and 11 • assuming liabilities related to the activities of the acquired business before the acquisition, including liabilities for violations of laws and regulations, commercial disputes, taxes, and other matters.
Biggest changeCompleted and future acquisitions may result in unforeseen operational difficulties and expenditures associated with: • incorporating and integrating new businesses, technologies, products, personnel, or operations of any company we may acquire, particularly if key personnel of the acquired company decide not to work for us; • consolidating operational and administrative functions; • coordinating outreach to our community; • disruption to our ongoing business and distraction of our management; • delay or reduction of transactions on our marketplace or in the business of the company we acquired due to uncertainty about continuity and effectiveness of service from either company; • entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; • effectively managing an increased number of employees in diverse locations; • if we use cash to pay for acquisitions, limiting other potential uses for our cash; • incurring debt to fund such acquisitions, which may subject us to material restrictions on our ability to conduct our business; • issuing our equity securities; • incurring impairment charges related to potential write-downs of acquired assets or goodwill; • maintaining morale and culture and retaining and integrating key employees; • maintaining or developing controls, procedures, and policies (including effective internal control over financial reporting and disclosure controls and procedures); and • assuming liabilities related to the activities of the acquired business before the acquisition, including liabilities for violations of laws and regulations, commercial disputes, taxes, and other matters. 10 In addition, an acquisition may negatively affect our results of operations and financial condition because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition.
Our ability to grow our business and market share depend on our ability to attract and maintain an active community of sellers and buyers and to ensure a sufficient volume of listings on our online marketplace.
Our ability to grow our business and market share depend on our ability to attract and maintain an active community of buyers and sellers and to ensure a sufficient volume of listings on our online marketplace.
Our business growth and market success depend on our ability to cost-effectively attract, retain, and grow relationships with active sellers and buyers, and in turn, the volume of luxury design items listed and sold through our online marketplace.
Our business growth and market success depend on our ability to cost-effectively attract, retain, and grow relationships with active buyers and sellers, and in turn, the volume of luxury design items listed and sold through our online marketplace.
Even if we are able to attract new sellers and buyers to replace any that we lose, they may not maintain the same level of activity and generate the same level of revenue.
Even if we are able to attract new buyers and sellers to replace any that we lose, they may not maintain the same level of activity and generate the same level of revenue.
If we are unable to retain existing, or attract new, sellers and buyers, our growth prospects would be harmed, which could substantially harm our business, results of operations, and financial condition. Further, our historical seller marketplace services revenue may not be indicative of future revenue.
If we are unable to retain existing, or attract new, buyers and sellers, our growth prospects would be harmed, which could substantially harm our business, results of operations, and financial condition. Further, our historical seller marketplace services revenue may not be indicative of future revenue.
Finally, acquisitions could be viewed negatively by analysts and investors or by our sellers and buyers. We may not succeed in addressing these or other risks, which could harm our business and results of operations. Our ability to establish the authenticity of items listed and sold through our online marketplace is essential to maintaining our business, brand, and reputation.
Finally, acquisitions could be viewed negatively by analysts and investors or by our buyers and sellers. We may not succeed in addressing these or other risks, which could harm our business and results of operations. Our ability to establish the authenticity of items listed and sold through our online marketplace is essential to maintaining our business, brand, and reputation.
In many cases, we refund the cost of a product to a buyer if we determine that the item is not authentic. The sale of any counterfeit goods may damage our reputation as a trusted online marketplace for authenticated, luxury design items, which may impact our ability to attract and maintain repeat sellers and buyers.
In many cases, we refund the cost of a product to a buyer if we determine that the item is not authentic. The sale of any counterfeit goods may damage our reputation as a trusted online marketplace for authenticated, luxury design items, which may impact our ability to attract and maintain repeat buyers and sellers.
If we are unable to maintain the quality and authenticity of the items listed on our online marketplace, our ability to retain and attract sellers and buyers could be impaired and our reputation, brand, and business could suffer.
If we are unable to maintain the quality and authenticity of the items listed on our online marketplace, our ability to retain and attract buyers and sellers could be impaired and our reputation, brand, and business could suffer.
Any costs incurred as a result of potential liability relating to the alleged or actual sale of stolen goods could harm our business. In addition, negative publicity relating to the actual or perceived listing or sale of stolen goods using our services could damage our reputation and discourage our sellers and buyers from using our services.
Any costs incurred as a result of potential liability relating to the alleged or actual sale of stolen goods could harm our business. In addition, negative publicity relating to the actual or perceived listing or sale of stolen goods using our services could damage our reputation and discourage our buyers and sellers from using our services.
We believe our ability to compete depends on many factors within and beyond our control, including: • engaging and enhancing our relationships with existing sellers and buyers and attracting new sellers and buyers; • maintaining favorable brand recognition and effectively delivering our online marketplace to sellers and buyers; • identifying and delivering authentic luxury design items; • the amount, diversity, and quality of luxury design items that we or our competitors offer; • our ability to expand the verticals for luxury design items listed on our online marketplace; • the price at which listed, authenticated luxury design items through our online marketplace are offered; • the speed and cost at which we can authenticate and make available listed luxury design items; and • the ease with which our sellers can list and sell, and our buyers can purchase and return, luxury design items sold and purchased on our online marketplace.
We believe our ability to compete depends on many factors within and beyond our control, including: • engaging and enhancing our relationships with existing buyers and sellers and attracting new buyers and sellers; • maintaining favorable brand recognition and effectively delivering our online marketplace to buyers and sellers; • identifying and delivering authentic luxury design items; • the amount, diversity, and quality of luxury design items that we or our competitors offer; • our ability to expand the verticals for luxury design items listed on our online marketplace; • the price at which listed, authenticated luxury design items through our online marketplace are offered; • the speed and cost at which we can authenticate and make available listed luxury design items; and • the ease with which our sellers can list and sell, and our buyers can purchase and return, luxury design items sold and purchased on our online marketplace.
Failure to adequately meet these demands may cause us to lose potential sellers and buyers which could harm our business. Many of our competitors have longer operating histories, larger fulfillment infrastructures, greater brand recognition and technical capabilities, larger databases, greater financial, marketing, institutional and other resources and larger seller and buyer bases than we do.
Failure to adequately meet these demands may cause us to lose potential buyers and sellers which could harm our business. Many of our competitors have longer operating histories, larger fulfillment infrastructures, greater brand recognition and technical capabilities, larger databases, greater financial, marketing, institutional and other resources and larger seller and buyer bases than we do.
Any of the foregoing risks could adversely affect our business, financial condition, and results of operations. If we fail to successfully anticipate and respond to changing preferences among our sellers and buyers, our ability to grow our business and our results of operations may suffer.
Any of the foregoing risks could adversely affect our business, financial condition, and results of operations. If we fail to successfully anticipate and respond to changing preferences among our buyers and sellers, our ability to grow our business and our results of operations may suffer.
We intend to deepen our penetration in our existing verticals for luxury design items and continue to explore additional verticals to serve existing, and attract new, sellers and buyers.
We intend to deepen our penetration in our existing verticals for luxury design items and continue to explore additional verticals to serve existing, and attract new, buyers and sellers.
If our marketing efforts are not effective, our ability to grow our business and maintain or expand our market share could suffer. Maintaining and promoting awareness of our online marketplace is important to our ability to retain existing, and to attract new, sellers and buyers.
If our marketing efforts are not effective, our ability to grow our business and maintain or expand our market share could suffer. Maintaining and promoting awareness of our online marketplace is important to our ability to retain existing, and to attract new, buyers and sellers.
We rely in part on digital advertising, including search engine marketing, to promote awareness of our online marketplace, grow our business, attract new, and increase engagement with existing, sellers and buyers. In particular, we rely on search engines, such as Google, and the major mobile app stores as important marketing channels.
We rely in part on digital advertising, including search engine marketing, to promote awareness of our online marketplace, grow our business, attract new, and increase engagement with existing, buyers and sellers. In particular, we rely on search engines, such as Google, and the major mobile app stores as important marketing channels.
If search engines change their algorithms, terms of service, display, or the featuring of search results, determine we are out of compliance with their terms of service or if competition increases for advertisements, we may be unable to cost-effectively add sellers and buyers to our website and apps.
If search engines change their algorithms, terms of service, display, or the featuring of search results, determine we are out of compliance with their terms of service or if competition increases for advertisements, we may be unable to cost-effectively add buyers and sellers to our website and apps.
The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or less appealing to sellers and buyers. Visits to our online marketplace on mobile devices may not convert into purchases as often as visits made through personal computers, which could result in less revenue for us.
The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or less appealing to buyers and sellers. Visits to our online marketplace on mobile devices may not convert into purchases as often as visits made through personal computers, which could result in less revenue for us.
Further, although we strive to provide engaging mobile experiences for sellers and buyers who visit our mobile website using a browser on their mobile device, we depend on sellers and buyers downloading our mobile apps to provide them the optimal mobile experience.
Further, although we strive to provide engaging mobile experiences for buyers and sellers who visit our mobile website using a browser on their mobile device, we depend on buyers and sellers downloading our mobile apps to provide them the optimal mobile experience.
In addition, if we are unable to add automation to our operations, we may be unable to reduce the costs of processing listings and orders, which could cause delays in buyers receiving their purchases. Any of these outcomes could harm our reputation and our relationships with our sellers and buyers.
In addition, if we are unable to add automation to our operations, we may be unable to reduce the costs of processing listings and orders, which could cause delays in buyers receiving their purchases. Any of these outcomes could harm our reputation and our relationships with our buyers and sellers.
We have experienced rapid growth in our business in the past, such as in the number of sellers and the number of countries in which we have sellers and buyers, and we intend to continue to focus on growth, both in the United States and abroad.
We have experienced rapid growth in our business in the past, such as in the number of sellers and the number of countries in which we have buyers and sellers, and we intend to continue to focus on growth, both in the United States and abroad.
Expanding our community into markets outside of the United States is an important part of our strategy. Although we have a significant number of sellers and buyers outside of the United States, we have limited experience in developing local markets outside the United States.
Expanding our community into markets outside of the United States is an important part of our strategy. Although we have a significant number of buyers and sellers outside of the United States, we have limited experience in developing local markets outside the United States.
Our success in markets outside the United States will be linked to our ability to attract local sellers and buyers to our online marketplace and to localize our online marketplace in additional languages. If we are not able to do so, our growth prospects could be harmed.
Our success in markets outside the United States will be linked to our ability to attract local buyers and sellers to our online marketplace and to localize our online marketplace in additional languages. If we are not able to do so, our growth prospects could be harmed.
To access our online marketplace, our sellers and buyers rely on access to the Internet or mobile networks. We also depend on widely adopted third-party platforms to reach our customers, such as popular mobile, social, search, and advertising offerings. Internet service providers may choose to disrupt or degrade access to our online marketplace or increase the cost of such access.
To access our online marketplace, our buyers and sellers rely on access to the Internet or mobile networks. We also depend on widely adopted third-party platforms to reach our customers, such as popular mobile, social, search, and advertising offerings. Internet service providers may choose to disrupt or degrade access to our online marketplace or increase the cost of such access.
Our brand and ability to attract and retain sellers and buyers depends, in part, on the reliable performance of our cloud-hosted servers, network infrastructure and content delivery process. If the services provided by third parties are disrupted or if we are unable to maintain and scale the technology underlying our platform, our operations and business could suffer.
Our brand and ability to attract and retain buyers and sellers depends, in part, on the reliable performance of our cloud-hosted servers, network infrastructure and content delivery process. If the services provided by third parties are disrupted or if we are unable to maintain and scale the technology underlying our platform, our operations and business could suffer.
We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, and lack of network connectivity in one or more regions, which affect the availability of services on our platform and prevent or inhibit the ability of sellers and buyers to access our online marketplace or complete purchases on our online marketplace and app.
We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, and lack of network connectivity in one or more regions, which affect the availability of services on our platform and prevent or inhibit the ability of buyers and sellers to access our online marketplace or complete purchases on our online marketplace and app.
Further, if we experience failures in our technology infrastructure or do not expand our technology infrastructure successfully, then our ability to attract and retain sellers and buyers and our growth prospects and our business would suffer. We do not have control over the operations of the facilities of these third-party providers that we use.
Further, if we experience failures in our technology infrastructure or do not expand our technology infrastructure successfully, then our ability to attract and retain buyers and sellers and our growth prospects and our business would suffer. We do not have control over the operations of the facilities of these third-party providers that we use.
Any of these risks could cause us to lose our ability to accept online payments, make payments to sellers or conduct other payment transactions, any of which could make our platform less convenient and attractive and harm our ability to attract and retain sellers and buyers.
Any of these risks could cause us to lose our ability to accept online payments, make payments to sellers or conduct other payment transactions, any of which could make our platform less convenient and attractive and harm our ability to attract and retain buyers and sellers.
As we expand the availability of new payment methods to our sellers and buyers in the future, we may become subject to additional regulations and compliance requirements. Further, through our agreement with our third-party credit card processor, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard.
As we expand the availability of new payment methods to our buyers and sellers in the future, we may become subject to additional regulations and compliance requirements. Further, through our agreement with our third-party credit card processor, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard.
We also collect and store certain personally identifiable information provided by our sellers and buyers and other third parties with whom we transact business, such as names, email addresses, and the details of transactions. The collection, transmission, and storage of such information is subject to stringent legal and regulatory obligations.
We also collect and store certain personally identifiable information provided by our buyers and sellers and other third parties with whom we transact business, such as names, email addresses, and the details of transactions. The collection, transmission, and storage of such information is subject to stringent legal and regulatory obligations.
In addition, there may be scamming or phishing attempts, such as impersonating our personnel, in an effort to obtain personal information from our sellers and buyers or otherwise make inappropriate use of our online marketplace, which could expose us to liability, reduce seller and buyer satisfaction or confidence with our online marketplace, or damage our reputation.
In addition, there may be scamming or phishing attempts, such as impersonating our personnel, in an effort to obtain personal information from our buyers and sellers or otherwise make inappropriate use of our online marketplace, which could expose us to liability, reduce seller and buyer satisfaction or confidence with our online marketplace, or damage our reputation.
Any failure or perceived failure by us to comply with our privacy policies, our privacy or data protection obligations to sellers and buyers or other third parties, or our privacy or data protection legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause sellers and buyers to lose trust in us, which could have an adverse effect on our business.
Any failure or perceived failure by us to comply with our privacy policies, our privacy or data protection obligations to buyers and sellers or other third parties, or our privacy or data protection legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause buyers and sellers to lose trust in us, which could have an adverse effect on our business.
Existing sellers and buyers may also stop listing new items for sale or decrease their purchases or close their accounts altogether. Further, any reputational damage resulting from breach of our security measures could create distrust of our company by sellers and buyers.
Existing buyers and sellers may also stop listing new items for sale or decrease their purchases or close their accounts altogether. Further, any reputational damage resulting from breach of our security measures could create distrust of our company by buyers and sellers.
Any actual or perceived compromise of our systems or data security measures or those of third parties with whom we do business, or any failure to prevent or mitigate the loss of personal or other confidential information and delays in detecting or providing notice of any such compromise or loss could disrupt our operations, harm the perception of our security measures, damage our reputation, cause some sellers and buyers to decrease or stop their use of our online marketplace, and could subject us to litigation, government action, increased transaction fees, regulatory fines or penalties, or other additional costs and liabilities that could harm our business, financial condition, and results of operations.
Any actual or perceived compromise of our systems or data security measures or those of third parties with whom we do business, or any failure to prevent or mitigate the loss of personal or other confidential information and delays in detecting or providing notice of any such compromise or loss could disrupt our operations, harm the perception of our security measures, damage our reputation, cause some buyers and sellers to decrease or stop their use of our online marketplace, and could subject us to litigation, government action, increased transaction fees, regulatory fines or penalties, or other additional costs and liabilities that could harm our business, financial condition, and results of operations.
Use of social media, emails, phone calls, text messages, and push notifications may harm our reputation or subject us to fines or other penalties. We use social media, emails, phone calls, text messages, and push notifications as part of our omni-channel approach to marketing and communications with sellers and buyers.
Use of social media, emails, phone calls, text messages, and push notifications may harm our reputation or subject us to fines or other penalties. We use social media, emails, phone calls, text messages, and push notifications as part of our omni-channel approach to marketing and communications with buyers and sellers.
Information concerning us or our sellers and buyers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business.
Information concerning us or our buyers and sellers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business.
If we are restricted from operating in one or more countries, our ability to attract or retain sellers and buyers may be adversely affected and we may not be able to grow our business as we anticipate.
If we are restricted from operating in one or more countries, our ability to attract or retain buyers and sellers may be adversely affected and we may not be able to grow our business as we anticipate.
Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of buyers, increase our costs and limit our ability to attract new, and retain existing, sellers and buyers on cost-effective terms. As a result, our business could be adversely affected.
Any reduction in our ability to make effective use of such technologies could harm our ability to personalize the experience of buyers, increase our costs and limit our ability to attract new, and retain existing, buyers and sellers on cost-effective terms. As a result, our business could be adversely affected.
In addition, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide sellers and buyers access to our online marketplace or could limit our sellers’ and buyers’ ability to access or use our services in those countries.
In addition, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide buyers and sellers access to our online marketplace or could limit our sellers’ and buyers’ ability to access or use our services in those countries.
Changes in our online marketplace, or future changes in export and import regulations, may prevent our international sellers and buyers from utilizing our online marketplace or, in some cases, prevent the export or import of our sellers’ items to certain countries, governments, or persons.
Changes in our online marketplace, or future changes in export and import regulations, may prevent our international buyers and sellers from utilizing our online marketplace or, in some cases, prevent the export or import of our sellers’ items to certain countries, governments, or persons.
Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our online marketplace by, or in our decreased ability to facilitate transactions through our online marketplace among, existing or potential sellers and buyers internationally.
Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our online marketplace by, or in our decreased ability to facilitate transactions through our online marketplace among, existing or potential buyers and sellers internationally.
If the protection of our intellectual property and proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to existing or potential sellers and buyers may become confused in the marketplace, and our ability to attract sellers and buyers may be adversely affected.
If the protection of our intellectual property and proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to existing or potential buyers and sellers may become confused in the marketplace, and our ability to attract buyers and sellers may be adversely affected.
The application of indirect taxes, such as sales and use tax, VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses like ours and to our sellers and buyers is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations and as a result amounts recorded are estimates and could change.
The application of indirect taxes, such as sales and use tax, VAT, provincial taxes, goods and services tax, business tax and gross receipt tax, to businesses like ours and to our buyers and sellers is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations and as a result amounts recorded are estimates and could change.
If such tax or other laws, rules, or regulations are amended, or if new unfavorable laws, rules or regulations are enacted, the 33 results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our services if we pass on such costs to our sellers or buyers, result in increased costs to update or expand our technical or administrative infrastructure, or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions.
If such tax or other laws, rules, or regulations are amended, or if new unfavorable laws, rules or regulations are enacted, the results could increase our tax payments or other obligations, prospectively or retrospectively, subject us to interest and penalties, decrease the demand for our services if we pass on such costs to our sellers or buyers, result in increased costs to update or expand our technical or administrative infrastructure, or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions.
Factors that may cause fluctuations in our quarterly results of operations, many of which are beyond our control, include, but are not limited to, the following: • fluctuations in net revenue generated from sales of luxury design items through our online marketplace; • our success in attracting and retaining sellers and buyers to and on our online marketplace, and our ability to do so in a cost-efficient manner; • our ability to attract users to our website and convert users to Active Buyers on our online marketplace; • Active Buyers with multiple unique email accounts that are undetected and in violation of our terms of service as we could be overestimating the number of Active Buyers; • the amount and timing of our operating expenses; • our ability to continue to source and provide available luxury design items on our online marketplace; • the timing and success of new services, features, and offerings we introduce through our e-commerce platform; • our ability to compete successfully; • our ability to increase brand awareness of our company and our online marketplace; • our ability to manage our existing business and future growth; • our ability to effectively scale our operations while maintaining high-quality service and seller and buyer satisfaction; 9 • the amount, timing, and results of our investments to maintain and improve our technology infrastructure and platform, and our ability to do so in a cost-effective manner; • our ability to increase and manage the growth of our international operations, including our international seller and buyer base, and our ability to manage the risks associated therewith; • changes in our key metrics or the methods used to calculate our key metrics; • more challenging comparisons to prior periods as our net revenue grows; • a decrease in the growth of our overall market or market saturation; • our failure to capitalize on growth opportunities; • seasonality, including seasonal buying patterns, which vary from quarter to quarter or year to year; • changes in laws, regulations, governmental policies, or accounting principles that impact our business, business partners or customers; • disruptions or defects in our e-commerce platform, such as service interruptions or privacy or data security breaches; • changes in the terms of our seller agreements; • our ability to hire and retain talented employees and professional contractors at all levels of our business; • the changing consumer behaviors and factors that affect consumer behaviors and spending, such as economic conditions, inflationary pressures, interest rates, discretionary spending patterns, employment levels, instability in the housing market, geopolitical crises, or significant economic or social disruption; and • economic and market conditions, particularly those affecting the luxury design items industry, such as fluctuations in inflation and interest rates or supply chain or global shipping disruptions.
Factors that may cause fluctuations in our quarterly results of operations, many of which are beyond our control, include, but are not limited to, the following: • fluctuations in net revenue generated from sales of luxury design items through our online marketplace; • our success in attracting and retaining buyers and sellers to and on our online marketplace, and our ability to do so in a cost-efficient manner; • our ability to attract users to our website and convert users to Active Buyers on our online marketplace; • Active Buyers with multiple unique email accounts that are undetected and in violation of our terms of service as we could be overestimating the number of Active Buyers; • the amount and timing of our operating expenses; • our ability to continue to source and provide available luxury design items on our online marketplace; • the timing and success of new services, features, and offerings we introduce through our e-commerce platform; • our ability to compete successfully; • our ability to increase brand awareness of our company and our online marketplace; • our ability to manage our existing business and future growth; • our ability to effectively scale our operations while maintaining high-quality service and seller and buyer satisfaction; 8 • the amount, timing, and results of our investments to maintain and improve our technology infrastructure and platform, and our ability to do so in a cost-effective manner; • our ability to increase and manage the growth of our international operations, including our international seller and buyer base, and our ability to manage the risks associated therewith; • changes in our key metrics or the methods used to calculate our key metrics; • more challenging comparisons to prior periods as our net revenue grows; • a decrease in the growth of our overall market or market saturation; • our failure to capitalize on growth opportunities; • seasonality, including seasonal buying patterns, which vary from quarter to quarter or year to year; • changes in laws, regulations, governmental policies, or accounting principles that impact our business, business partners or customers; • disruptions or defects in our e-commerce platform, such as service interruptions or privacy or data security breaches; • changes in the terms of our seller agreements; • our ability to hire and retain talented employees and professional contractors at all levels of our business; • the changing consumer behaviors and factors that affect consumer behaviors and spending, such as economic conditions, inflationary pressures, interest rates, discretionary spending patterns, employment levels, instability in the housing market, geopolitical crises, or significant economic or social disruption; and • economic and market conditions, particularly those affecting the luxury design items industry, such as fluctuations in inflation, interest, and currency exchange rates or supply chain or global shipping disruptions.
Under current U.S. copyright law and the Communications 12 Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our sellers and buyers. However, trademark and patent laws do not include similar statutory provisions and liability for these forms of intellectual property is often determined by court decisions.
Under current U.S. copyright law and the Communications Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our buyers and sellers. However, trademark and patent laws do not include similar statutory provisions and liability for these forms of intellectual property is often determined by court decisions.
If the items sold through our online marketplace are not delivered in proper condition, on a timely basis or at shipping rates that buyers are willing to pay, our reputation and our business could be adversely affected. 13 If we do not compete effectively, our results of operations and market position could suffer.
If the items sold through our online marketplace are not delivered in proper condition, on a timely basis or at shipping rates that buyers are willing to pay, our reputation and our business could be adversely affected. If we do not compete effectively, our results of operations and market position could suffer.
The trading price and volume of our common stock could fluctuate significantly in response to numerous factors, many of which are beyond our control, including: 34 • variations in our results of operations and other financial and operational metrics, including the key financial and operating metrics, as well as how those results and metrics disclosed in this Annual Report on Form 10-K compare to analyst and investor expectations; • speculation about our results of operations; • the financial projections we may provide to the public, if any, any changes in these projections, or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • events or factors resulting from war or other outbreak of hostilities, geopolitical tensions, acts of terrorism, global health crises, such as the recent COVID-19 pandemic, responses to these events, or the perception that any such factors or events may occur; • announcements of new services or offerings, strategic alliances, or significant agreements or other developments by us or our competitors; • announcements by us or our competitors of mergers or acquisitions or rumors of such transactions involving us or our competitors; • changes in our board of directors, management, or other key personnel; • disruptions in our online marketplace due to hardware, software or network problems, security breaches, or other issues; • global economic conditions or economic conditions in the jurisdictions in which we operate, and market conditions in our industry and those affecting our sellers and buyers; • trading activity by our principal stockholders and other market participants, in whom ownership of our common stock may be concentrated; • market perception of, or reaction to, our share repurchase program; • price and volume fluctuations, and general volatility, in the overall stock market; • the performance of the equity markets in general and in our industry; • the operating performance of other similar companies; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • new or changes in laws or regulations or governmental policies, or, new interpretations of existing laws or regulations applicable to our business; • litigation or other claims against us; • the number of shares of our common stock that are available for public trading; and • any other factors discussed in this Annual Report on Form 10-K.
The trading price and volume of our common stock could fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • variations in our results of operations and other financial and operational metrics, including the key financial and operating metrics, as well as how those results and metrics disclosed in this Annual Report on Form 10-K compare to analyst and investor expectations; • speculation about our results of operations; • the financial projections we may provide to the public, if any, any changes in these projections, or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • events or factors resulting from war or other outbreak of hostilities, geopolitical tensions, acts of terrorism, global health crises, responses to these events, or the perception that any such factors or events may occur; • announcements of new services or offerings, strategic alliances, or significant agreements or other developments by us or our competitors; • announcements by us or our competitors of mergers or acquisitions or rumors of such transactions involving us or our competitors; • changes in our board of directors, management, or other key personnel; • disruptions in our online marketplace due to hardware, software or network problems, security breaches, or other issues; • global economic conditions or economic conditions in the jurisdictions in which we operate, and market conditions in our industry and those affecting our buyers and sellers; • trading activity by our principal stockholders and other market participants, in whom ownership of our common stock may be concentrated; • market perception of, or reaction to, our share repurchase program; • price and volume fluctuations, and general volatility, in the overall stock market; • the performance of the equity markets in general and in our industry; • the operating performance of other similar companies; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • new or changes in laws or regulations or governmental policies, or, new interpretations of existing laws or regulations applicable to our business; 34 • litigation or other claims against us; • the number of shares of our common stock that are available for public trading; and • any other factors discussed in this Annual Report on Form 10-K.
Our relationships with our marketing vendors are not long-term in nature and do not 16 require any specific performance commitments. In addition, many of our online advertising vendors provide advertising services to other companies, including companies with whom we may compete. As competition for online advertising has increased, the cost for some of these services has also increased.
Our relationships with our marketing vendors are not long-term in nature and do not require any specific performance commitments. In addition, many of our online advertising vendors provide advertising services to other companies, including companies with whom we may compete. As competition for online advertising has increased, the cost for some of these services has also increased.
All of the shares of common stock sold in our IPO are freely transferable without restriction or additional registration under the Securities Act of 1933, as amended (the “Securities Act”). 35 We have registered all of the shares underlying outstanding options and any shares underlying other equity incentives we may grant in the future for public resale under the Securities Act.
All of the shares of common stock sold in our IPO are freely transferable without restriction or additional registration under the Securities Act of 1933, as amended (the “Securities Act”). We have registered all of the shares underlying outstanding options and any shares underlying other equity incentives we may grant in the future for public resale under the Securities Act.
Additionally, as we enter new verticals, potential sellers may demand lower commissions than our current verticals, which would adversely 15 affect our take rate and results of operations. Expansion of our offerings may also strain our management and operational resources, specifically the need to hire and manage additional authentication and market experts.
Additionally, as we enter new verticals, potential sellers may demand lower commissions than our current verticals, which would adversely affect our take rate and results of operations. Expansion of our offerings may also strain our management and operational resources, specifically the need to hire and manage additional authentication and market experts.
Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. Claims, lawsuits, government investigations, judgments, settlements, and other legal proceedings could adversely affect our business, financial condition, and results of operations.
Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. 26 Claims, lawsuits, government investigations, judgments, settlements, and other legal proceedings could adversely affect our business, financial condition, and results of operations.
We may also face increased competition from companies that are more focused on these verticals. If any of these were to occur, it could damage our reputation, limit our growth, and harm our results of operations. If we fail to maintain and promote our brand and reputation, our business, market position, and future growth could suffer.
We may also face increased competition from companies that are more focused on these verticals. If any of these were to occur, it could damage our reputation, limit our growth, and harm our results of operations. 14 If we fail to maintain and promote our brand and reputation, our business, market position, and future growth could suffer.
The loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business. Our key personnel are generally employed on an “at-will” basis. 21 If we fail to recruit and retain specialized employees and contractors, our business and operations could suffer.
The loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business. Our key personnel are generally employed on an “at-will” basis. If we fail to recruit and retain specialized employees and contractors, our business and operations could suffer.
We could also be subject to fines or other penalties which in the aggregate could harm our business. 26 Additionally, the luxury design items our sellers sell could be subject to recalls and other remedial actions and product safety, labeling, and licensing concerns may require us to voluntarily remove selected items from our online marketplace.
We could also be subject to fines or other penalties which in the aggregate could harm our business. Additionally, the luxury design items our sellers sell could be subject to recalls and other remedial actions and product safety, labeling, and licensing concerns may require us to voluntarily remove selected items from our online marketplace.
Complying with these laws and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations.
Complying with these laws and contractual 27 or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations.
Our operating results with respect to one or more certain financial measures have in the past, and in the future may, come in below expectations, including market or analyst expectations. Any change in previously released guidance or in our practice of releasing guidance could materially and adversely affect the trading price of our common stock.
Our operating results with respect to one or more certain financial measures have in the past, and in the future may, come in below expectations, including market or analyst expectations. Any change in previously released guidance or in our practice of releasing guidance could 35 materially and adversely affect the trading price of our common stock.
As a result, the enforceability of this provision is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.
As a result, the enforceability of this provision is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or 37 liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.
These safe harbors and court rulings may change unfavorably. In that event, we may be held secondarily liable for the intellectual property infringement of sellers. Regardless of the validity of any claims made against us, we may incur significant costs and efforts to defend against or settle them.
These safe harbors and court rulings may change unfavorably. In that event, we may be held secondarily liable for the intellectual property infringement of sellers. 11 Regardless of the validity of any claims made against us, we may incur significant costs and efforts to defend against or settle them.
In addition, we have in the past experienced, and may in the future experience, slower growth rates. Although we continue to focus on growth and are evaluating various approaches and alternatives to execute on our business strategies, the outcome of such evaluation or impact of any subsequent actions, if any, is uncertain.
In addition, we have in the past experienced, and may in the future experience, slower growth rates. Although we continue to focus on growth and are evaluating various approaches and alternatives to execute on our business strategies, the 16 outcome of such evaluation or impact of any subsequent actions, if any, is uncertain.
For example, reductions in workforce may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, and decreased employee morale. In addition, while certain positions may be eliminated, other functions necessary to our operations remain.
For example, reductions in workforce and reorganizations may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, and decreased employee morale. In addition, while certain positions may be eliminated, other functions necessary to our operations remain.
Our buyers may have less money for discretionary spending and may stop or reduce their purchases of our products or switch to our competitors, reducing demand for the luxury design items available on our online marketplace. This would cause sales through our online marketplace to decline and adversely impact our business.
Our buyers may have less money for discretionary spending and may stop or reduce their purchases of our products or switch to our competitors, 13 reducing demand for the luxury design items available on our online marketplace. This would cause sales through our online marketplace to decline and adversely impact our business.
These investments include marketing to attract and retain new sellers and buyers, developing localized services and web platforms, forming relationships with third-party service providers, supporting operations in multiple countries, and potentially acquiring companies based 18 outside the United States and integrating those companies with our operations.
These investments include marketing to attract and retain new buyers and sellers, developing localized services and web platforms, forming relationships with third-party service providers, supporting operations in multiple countries, and potentially acquiring companies based outside the United States and integrating those companies with our operations.
Similarly, the UK General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) and the EU’s General Data Protection Regulation (“GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), impose stringent data protection and privacy requirements on businesses in relation to the collection, processing, sharing, 22 disclosure, transfer, and other use of personal data of EU and UK data subjects.
Similarly, the UK General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) and the EU’s General Data Protection Regulation (“GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), impose stringent data protection and privacy requirements on businesses in relation to the collection, processing, sharing, disclosure, transfer, and other use of personal data of EU and UK data subjects.
Any return to stockholders will therefore be limited to the increase, if any, in our stock price, which may never occur. 36 Our directors, executive officers and principal stockholders beneficially own a substantial percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Any return to stockholders will therefore be limited to the increase, if any, in our stock price, which may never occur. Our directors, executive officers and principal stockholders beneficially own a substantial percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Furthermore, taxing authorities have become more aggressive in their interpretation and enforcement of such laws, rules, and regulations over time, as governments are increasingly focused on ways to increase revenues. This focus has contributed to an increase in audit activity and stricter enforcement by taxing authorities.
Furthermore, taxing authorities have become more aggressive in their interpretation and enforcement of such laws, rules, and regulations over time, as governments are increasingly focused on ways to increase revenues. This focus has contributed to an 32 increase in audit activity and stricter enforcement by taxing authorities.
On January 2, 2025, however, the U.S. Court of Appeals for the Sixth Circuit issued a decision invalidating the reclassification and the network neutrality rules. Outside of the United States, government regulation of the Internet, including the idea of network neutrality, may be developing or non-existent.
On January 2, 2025, however, the U.S. Court of Appeals for the Sixth Circuit issued a decision invalidating the reclassification and the network neutrality rules. Outside of the United States, government regulation of the Internet, including the idea of network 18 neutrality, may be developing or non-existent.
Some of our competitors may also be able to develop and grow in international markets more quickly than we will. We have made substantial investments to expand to markets outside of the United States and continued expansion in markets outside of the United States may require significant additional financial investment.
Some of our competitors may also be able to develop and grow in international markets more quickly than we will. 17 We have made substantial investments to expand to markets outside of the United States and continued expansion in markets outside of the United States may require significant additional financial investment.
Our standard seller terms and conditions require sellers to comply with applicable laws when listing their items. Failure of our sellers to comply with applicable laws, regulations and contractual requirements could lead to litigation or other claims against us, resulting in increased legal expenses and costs.
Our standard seller terms and conditions require sellers to comply with applicable laws when listing their items. Failure of our sellers to comply with applicable laws, regulations and contractual requirements could lead to litigation or other claims against us, resulting in increased legal expenses 25 and costs.
Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
Even if 29 a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
Risks Related to Tax and Accounting Matters We could be required to pay or collect sales taxes in jurisdictions in which we do not currently do so, with respect to past or future sales. This could adversely affect our business and results of operations.
Risks Related to Tax and Accounting Matters We could be required to pay or collect sales or income taxes in jurisdictions in which we do not currently do so, with respect to past or future sales. This could adversely affect our business and results of operations.
Our ability to attract, retain, and motivate employees and contractors is important to our success. In addition, we may face challenges in connection with timely recruiting, hiring, and retaining qualified engineers to support our operations; and, other companies, including our competitors, may be successful in recruiting and hiring our employees and contractors.
Our ability to attract, retain, and motivate employees and contractors is important to our success. In addition, we may face challenges in connection with timely recruiting, hiring, and retaining qualified engineers to support our operations; and, other 20 companies, including our competitors, may be successful in recruiting and hiring our employees and contractors.
We also compete with the online offerings of these traditional retail competitors, resale players focused on niche or single categories, as well as technology-enabled online marketplaces that may offer the same or similar goods and services that we offer.
We also compete with the online offerings of these traditional retail competitors, 12 resale players focused on niche or single categories, as well as technology-enabled online marketplaces that may offer the same or similar goods and services that we offer.
Our marketing initiatives may become increasingly expensive and generating a return on those initiatives may be difficult. Even if we successfully increase revenue as a result of our paid marketing efforts, such increase may not offset the additional marketing expenses we incur.
Our marketing initiatives may become increasingly expensive 15 and generating a return on those initiatives may be difficult. Even if we successfully increase revenue as a result of our paid marketing efforts, such increase may not offset the additional marketing expenses we incur.
See “Risk Factors—Risks Related to Data Privacy and Cybersecurity, and Infrastructure—Our use and other processing of personal information and other data is subject to laws and obligations relating to privacy and data protection, and our failure to comply with such laws and obligations 28 could harm our business.” We may not be entirely successful in our compliance efforts due to various factors either within our control (such as limited internal resource allocation) or outside our control (such as a lack of vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain requirements).
See “Risk Factors—Risks Related to Data Privacy and Cybersecurity, and Infrastructure—Our use and other processing of personal information and other data is subject to laws and obligations relating to privacy and data protection, and our failure to comply with such laws and obligations could harm our business.” We may not be entirely successful in our compliance efforts due to various factors either within our control (such as limited internal resource allocation) or outside our control (such as a lack of seller and vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain requirements).
Our management team and other personnel devote a substantial amount of time to, and we may not effectively, or efficiently manage our operations as 31 a public company, including our compliance with laws and regulations applicable to public companies.
Our management team and other personnel devote a substantial amount of time to, and we may not effectively, or efficiently manage our operations as a public company, including our compliance with laws and regulations applicable to public companies.
However, our historical experience may not be indicative of future trends and transaction loss expense associated with our buyer protection program, including buyer reimbursements, or bad debt expense may increase or fluctuate from period to period.
However, our historical experience may not be indicative of future trends and transaction loss expense associated with our purchase protection program, including buyer reimbursements, or bad debt expense may increase or fluctuate from period to period.
Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business and the transactions consummated between our sellers and buyers, which could have a material adverse effect on our financial condition and results of operations. 25 Risks Related to Legal, Regulatory Matters and Litigation Our business is subject to a large number of U.S. and non-U.S. laws, many of which are evolving.
Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business and the transactions consummated between our buyers and sellers, which could have a material adverse effect on our financial condition and results of operations. 24 Risks Related to Legal, Regulatory Matters and Litigation Our business is subject to a large number of U.S. and non-U.S. laws, many of which are evolving.
Privacy, data protection and information security concerns, whether valid or not valid, may inhibit the use and growth of our online marketplace, particularly in certain foreign countries. 23 If sensitive information about our sellers and buyers or other third parties with whom we transact business is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our online marketplace could be curtailed, we may be exposed to liability, and our reputation would suffer.
Privacy, data protection and information security concerns, whether valid or not valid, may inhibit the use and growth of our online marketplace, particularly in certain foreign countries. 22 If sensitive information about our buyers and sellers or other third parties with whom we transact business is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our online marketplace could be curtailed, we may be exposed to liability, and our reputation would suffer.
Moreover, despite our efforts, we may not be successful in achieving compliance, such as if our employees or vendors fail to comply with our published policies and documentation.
Moreover, despite our efforts, we may not be successful in achieving compliance, such as if our employees, sellers, or vendors fail to comply with our published policies and documentation.
We are subject to a variety of laws and regulations in the United States and around the world, including those relating to traditional businesses, such as employment laws and taxation, and newer laws and regulations focused on the Internet, online commerce, and the resale market, such as payment systems, personal privacy, anti-spam, data security, electronic contracts, unfair and deceptive trade practices, and consumer protection.
We are subject to a variety of laws and regulations in the United States and around the world, including those relating to traditional businesses, such as employment laws and taxation, and newer laws and regulations focused on the Internet, artificial intelligence, online commerce, and the resale market, such as payment systems, personal privacy, anti-spam, data security, electronic contracts, unfair and deceptive trade practices, and consumer protection.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAt the management level, our Head of Engineering and the system operations team are primarily responsible for identifying, assessing, monitoring, and managing cybersecurity. Our team also regularly partners with a firm with cybersecurity specialists, implementing best practices and building a cybersecurity framework around identifying, protecting, detecting, responding, and recovering from cybersecurity threats.
Biggest changeAt the management level, our Chief Technology Officer and the system operations team are primarily responsible for identifying, assessing, monitoring, and managing cybersecurity. Our team also has partnered and may in the future partner with a firm with cybersecurity specialists, implementing best practices and building a cybersecurity framework around identifying, protecting, detecting, responding, and recovering from cybersecurity threats.
For a discussion of how material risks from cybersecurity threats could materially affect us, see “Risk Factors—Risks Related to Privacy, Cybersecurity, and Infrastructure—If sensitive information about our sellers and buyers or other third parties with whom we transact business is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our online marketplace could be curtailed, we may be exposed to liability, and our reputation would suffer.” Governance Our Board of Directors is ultimately responsible for the Company's risk oversight, including cybersecurity and privacy risks.
For a discussion of how material risks from cybersecurity threats could materially affect us, see “Risk Factors—Risks Related to Privacy, Cybersecurity, and Infrastructure—If sensitive information about our buyers and sellers or other third parties with whom we transact business is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our online marketplace could be curtailed, we may be exposed to liability, and our reputation would suffer.” Governance Our Board of Directors is ultimately responsible for the Company's risk oversight, including cybersecurity and privacy risks.
Our Global Incident Response Plan also includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents. 40
Our Global Incident Response Plan also includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents. 39

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in New York, New York. Effective January 2024, our corporate headquarters have been relocated to 300 Park Avenue South, New York, New York, where we currently lease approximately 13,000 square feet under a lease agreement that expires in December 2028.
Biggest changeItem 2. Properties Our corporate headquarters are located in New York, New York. Effective January 2024, our corporate headquarters have been relocated to 300 Park Avenue South, 10th Floor, New York, New York, where we currently lease approximately 13,000 square feet under a lease agreement that expires in December 2028.
We also lease approximately 42,000 square feet in New York, New York, which we are currently subleasing to a third party. See Note 10, “Leases” for further discussion. We believe that our facilities are suitable to meet our current needs and that, if we require additional space, we will be able to obtain additional facilities.
We also lease approximately 42,000 square feet in New York, New York, which we are currently subleasing to a third party. See Note 9, “Leases” for further discussion. We believe that our facilities are suitable to meet our current needs and that, if we require additional space, we will be able to obtain additional facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings From time to time, we are involved in legal proceedings and subject to claims arising in the ordinary course of business.
Biggest changeItem 3. Legal Proceedings From time to time, we are involved in legal proceedings and subject to claims arising both inside and outside the ordinary course of business.
Even if any particular litigation or claim is not resolved in a manner that is adverse to our interests, such litigation can have a negative impact on us because of defense and settlement costs, diversion of management resources from our business, and other factors. Item 4. Mine Safety Disclosures Not applicable. 41 PART II
Even if any particular litigation or claim is not resolved in a manner that is adverse to our interests, such litigation can have a negative impact on us because of defense and settlement costs, diversion of management resources from our business, and other factors. Item 4. Mine Safety Disclosures Not applicable. 40 PART II
Removed
Although the results of litigation and claims cannot be predicted with certainty, we believe that the resolution of current matters will not have a material adverse effect on our business, financial condition, or results of operations.
Added
During the year ended December 31, 2025, the Company received a $1.4 million complaint from a trustee in a third-party bankruptcy proceeding seeking recovery of amounts paid for various purchases made on the Company’s platform after the commencement of the bankruptcy proceedings.
Added
This complaint is similar to hundreds of other similar cases commenced in connection with the bankruptcy proceeding, and we intend to defend against the trustee’s claim vigorously.
Added
The results of this claim, and other litigation and claims in the ordinary course, cannot be predicted with certainty, and the Company does not believe potential losses are estimable or probable at this time.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn 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”). As of December 31, 2024, 6,443,522 shares have been purchased for a total cost of $31.6 million and approximately $3.8 million remains available for future purchases under the 2024 Stock Repurchase Program.
Biggest changeThe Board also terminated the 2024 Stock Repurchase Program it previously authorized in August 2024. As of December 31, 2025, 7,238,060 shares have been purchased for a total cost of $35.0 million and approximately $10.4 million remains available for future purchases under the 2025 Stock Repurchase Program.
The securities trading policy, among other things, prohibits trading in the Company’s securities when in possession of material non-public information and restricts the ability of certain officers or director from transacting in the Company’s securities during specific blackout periods, subject to certain limited exceptions, including transactions pursuant to a Rule 10b5-1 trading plan that complies with the conditions of Rule 10b5-1 of the Exchange Act.
The securities trading policy, among other things, prohibits trading in the Company’s securities when in possession of material non-public information and restricts the ability of certain officers or director from transacting in the Company’s securities during specific blackout periods, subject to certain limited exceptions, including transactions pursuant to a Rule 10b5-1 trading plan that complies with the conditions of Rule 10b5-1 of the Exchange Act. 41 Item 6. [Reserved] 42
Holders of Record As of the close of business on February 24, 2025, there were 85 stockholders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.
Holders of Record As of the close of business on February 20, 2026, there were 72 stockholders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.
The following table presents details of our monthly share repurchases for the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share (a) Total number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (in thousands) October 1, 2024 - October 31, 2024 314,946 $ 4.42 314,946 $ 7,693 November 1, 2024 - November 30, 2024 443,298 $ 4.03 443,298 $ 5,905 December 1, 2024 - December 31 2024 566,708 $ 3.74 566,708 $ 3,788 Total 1,324,952 1,324,952 (a) Average price per share includes broker commissions.
The following table presents details of our monthly share repurchases for the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share (a) Total number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (in thousands) (c) October 1, 2025 - October 31, 2025 — $ — — $ 1,999 November 1, 2025 - November 30, 2025 316,546 $ 4.96 316,546 $ 10,428 December 1, 2025 - December 31 2025 — $ — — $ 10,428 Total 316,546 316,546 (a) Average price per share includes broker commissions.
(b) On August 20, 2024, the Board of Directors authorized a 2024 Stock Repurchase Program to repurchase up to an aggregate of $10.0 million of our common stock. The Company’s officers and directors are required to comply with the Company’s securities trading policy at all times, including during a repurchase program.
The Company’s officers and directors are required to comply with the Company’s securities trading policy at all times, including during a repurchase program.
Added
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”).
Added
(b) On November 4, 2025, the Board of Directors authorized a 2025 Stock Repurchase Program to repurchase an aggregate of $12.0 million of common stock. (c) Approximately $2.0 million was remaining in the 2024 Stock Repurchase Program in October 2025 before being replaced by the 2025 Stock Repurchase Program, which increased the total allowable repurchases by an additional $10.0 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+15 added−21 removed38 unchanged
Biggest changeThe provision for transaction losses also includes bad debt expense associated with our accounts receivable balance. 47 Results of Operations The following table summarizes our results of operations for the periods indicated: Year Ended December 31, (in thousands) 2024 2023 2022 Net revenue $ 88,257 $ 84,684 $ 96,849 Cost of revenue 24,831 25,111 29,670 Gross profit 63,426 59,573 67,179 Operating expenses: Sales and marketing 38,084 36,640 44,776 Technology development 21,165 21,644 24,437 General and administrative 27,372 28,587 27,594 Provision for transaction losses 3,020 3,729 5,933 Gain on sale of Design Manager — — (9,684) Total operating expenses 89,641 90,600 93,056 Loss from operations (26,215) (31,027) (25,877) Other income, net: Interest income 5,942 6,639 1,606 Interest expense — — (11) Other, net 1,684 1,703 1,781 Total other income, net 7,626 8,342 3,376 Net loss before income taxes (18,589) (22,685) (22,501) Provision for income taxes (44) (14) (37) Net loss $ (18,633) $ (22,699) $ (22,538) The following table summarizes our results of operations as a percentage of net revenue for the periods indicated: Year Ended December 31, 2024 2023 2022 Net revenue 100 % 100 % 100 % Cost of revenue 28 30 31 Gross profit 72 70 69 Operating expenses: Sales and marketing 43 43 46 Technology development 24 26 25 General and administrative 31 34 29 Provision for transaction losses 4 4 6 Gain on sale of Design Manager — — (10) Total operating expenses 102 107 96 Loss from operations (30) (37) (27) Other income, net: Interest income 7 8 2 Interest expense — — — Other, net 2 2 2 Total other income, net 9 10 4 Net loss before income taxes (21) (27) (23) Provision for income taxes — — — Net loss (21) % (27) % (23) % 48 Comparison of the Years Ended December 31, 2024 and 2023 Net Revenue Year Ended December 31, (in thousands) 2024 2023 $ Change % Change Net revenue $ 88,257 $ 84,684 $ 3,573 4 % Net revenue was $88.3 million for the year ended December 31, 2024, as compared to $84.7 million for the year ended December 31, 2023.
Biggest changeResults of Operations The following table summarizes our results of operations for the periods indicated: Year Ended December 31, (in thousands) 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) 47 The following table summarizes our results of operations as a percentage of net revenue for the periods indicated: Year Ended December 31, 2025 2024 2023 Net revenue 100 % 100 % 100 % Cost of revenue 27 28 30 Gross profit 73 72 70 Operating expenses: Sales and marketing 35 43 43 Technology development 26 24 26 General and administrative 30 31 34 Provision for transaction losses 3 4 4 Total operating expenses 94 102 107 Loss from operations (21) (30) (37) Other income, net: Interest income 4 7 8 Other, net 2 2 2 Total other income, net 6 9 10 Net loss before income taxes (15) (21) (27) Provision for income taxes — — — Net loss (15) % (21) % (27) % Comparison of the Years Ended December 31, 2025 and 2024 Net Revenue Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Net revenue $ 89,620 $ 88,257 $ 1,363 2 % Net revenue was $89.6 million for the year ended December 31, 2025, as compared to $88.3 million for the year ended December 31, 2024.
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Cost of revenue also includes expenses associated with payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations and logistics, consulting costs, and amortization expense related to our capitalized internal-use software. In certain transactions where our shipping services are elected by sellers, we facilitate shipping of items purchased from the seller to the buyer.
Cost of revenue also includes payroll, employee benefits, stock-based compensation, other headcount-related expenses associated with personnel supporting revenue-related operations and logistics, consulting costs, and amortization expense related to our capitalized internal-use software. In certain transactions where our shipping services are elected by sellers, we facilitate shipping of items purchased from the seller to the buyer.
Cash Flows from Financing Activities Net cash used in financing activities was $30.7 million for the year ended December 31, 2024, and was driven primarily by $27.7 million in purchases of our common stock as part of our 2023 and 2024 stock repurchase programs and $3.8 million of payments for taxes related to net share settlements of stock-based compensation awards, partially offset by $0.8 million in proceeds from the exercise of stock options.
Net cash used in financing activities was $30.7 million for the year ended December 31, 2024, and was driven primarily by $27.7 million in purchases of our common stock as part of our 2023 and 2024 stock repurchase programs and $3.8 million of payments for taxes related to net share settlements of stock-based compensation awards, partially offset by $0.8 million in proceeds from the exercise of stock options.
We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors. 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.
We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors. 46 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.
We also believe that the presentation of this non-GAAP financial measure provides an additional tool for investors to use in comparing our core 50 business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors, and to analyze our operating performance.
We also believe that the presentation of this non-GAAP financial measure provides an additional tool for investors to use in comparing our core business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors, and to analyze our operating performance.
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 end buyers and, therefore, are not considered payments made to our customers.
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 our customers.
While our significant accounting policies are described in greater detail in Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial statements, we believe that the following policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. 53 Revenue Recognition We generate revenue from seller marketplace services and other services.
While our significant accounting policies are described in greater detail in Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial statements, we believe that the following policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. Revenue Recognition We generate revenue from seller marketplace services and other services.
As our growth rates fluctuate or other unforeseen factors arise, the impact of these seasonality trends on our results of operations may become more or less pronounced. 51 We enable fulfillment and shipping, but do not own or manage inventory. If our growth rates change, the impact of these seasonality trends on our results of operations may become more pronounced.
As our growth rates fluctuate or other unforeseen factors arise, the impact of these seasonality trends on our results of operations may become more or less pronounced. We enable fulfillment and shipping, but do not own or manage inventory. If our growth rates change, the impact of these seasonality trends on our results of operations may become more pronounced.
Number of Orders We define Number of Orders as the total number of orders placed or reported through the 1stDibs online marketplace in a given month, minus cancellations within that month. Our historical performance for Number of Orders may not be indicative of future performance in Number of Orders.
Our historical performance for GMV may not be indicative of future performance in GMV. Number of Orders We define Number of Orders as the total number of orders placed or reported through the 1stDibs online marketplace in a given month, minus cancellations within that month.
We also capitalize 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.
We also capitalize costs related to specific upgrades and enhancements when it is probable the 53 expenditures will result in additional functionality. Once the project is available for general release, capitalization ceases, and asset amortization begins.
While management believes that our current cash, cash equivalents and short-term investments are sufficient to fund our operating expenses, capital expenditure requirements and any anticipated share repurchases under the 2024 Stock Repurchase Program for at least the next 12 months, we may need to borrow funds or raise additional equity to achieve our longer-term business objectives.
While management believes that our current cash, cash equivalents and short-term investments are sufficient to fund our operating expenses, capital expenditure requirements and any anticipated share repurchases under the 2025 Stock Repurchase Program for at least the next 12 months, we may need to borrow funds or raise additional equity to achieve our longer-term business objectives.
Our online marketplace seller stock value, the sum of the listed stock value of all available products listed on our online marketplace, remained consistent year over year and exceeded $10.0 billion as of both December 31, 2024 and 2023. An individual listing’s stock value is calculated as the item’s current price multiplied by its quantity available for sale.
Our online marketplace seller stock value, the sum of the listed stock value of all available products listed on our online marketplace, remained consistent year over year and exceeded $10.0 billion as of both December 31, 2025 and 2024. An individual listing’s stock value is calculated as the item’s current price multiplied by its quantity available for sale.
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, and depreciation of property and equipment. We expense all general and administrative expenses as incurred.
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. We expense all general and administrative expenses as incurred.
Cash Flows from Investing Activities Net cash provided by investing activities was $22.3 million for the year ended December 31, 2024, and was driven primarily by $110.3 million maturities and sales of short-term investments, partially offset by $86.4 million purchases of short-term investments.
Net cash provided by investing activities was $22.3 million for the year ended December 31, 2024, and was driven primarily by $110.3 million maturities and sales of short-term investments, partially offset by $86.4 million purchases of short-term investments.
Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees. Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV, and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds.
Seller marketplace services primarily consist of marketplace transactions, subscriptions, and sponsored listings. Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV, and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds.
Our marketplace transaction fees represent the majority of our net revenue and accounted for 74%, 71%, and 71% of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
Our marketplace transaction fees represent the majority of our net revenue and accounted for 74%, 74%, and 71% of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively.
Non-GAAP Financial Measures We have included Adjusted EBITDA, which is a non-GAAP financial measure, because it is a key measure used by our management team to help us to assess our operating performance and the operating leverage in our business.
Non-GAAP Financial Measures We have included Adjusted EBITDA, which is a non-GAAP financial measure, because it is a key measure used by our management team and our board of directors to help us to assess our operating performance and the operating leverage in our business.
As a result of the reduction, we incurred approximately $0.7 million in restructuring charges in the year ended December 31, 2022, consisting primarily of employee severance and benefits costs. In June 2023, we announced a workforce reduction designed to further reduce operating costs and further realign investment priorities involving the reduction of approximately 20% of our global workforce.
Restructuring Charges In June 2023, we announced a workforce reduction designed to further reduce operating costs and further realign investment priorities involving the reduction of approximately 20% of our global workforce. As a result of the reduction, we incurred approximately $2.0 million in restructuring charges during the year ended December 31, 2023, consisting primarily of employee severance and benefits costs.
The total Number of Orders placed or reported through the 1stDibs online marketplace was 139,239 for the year ended December 31, 2024, compared to 133,072 for the year ended December 31, 2023. We had no Active Buyers who represented 5% or more of on-platform GMV for the years ended December 31, 2024 or 2023.
The total Number of Orders placed or reported through the 1stDibs online marketplace was 133,472 for the year ended December 31, 2025, compared to 139,239 for the year ended December 31, 2024. We had no Active Buyers who represented 5% or more of on-platform GMV for the years ended December 31, 2025 or 2024.
Our sellers, who undergo an evaluation by our in-house experts to vet the integrity of their listings, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online.
Our sellers, who undergo an evaluation by our in-house experts to vet the quality of their inventory, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online.
Subscription & Listing Fees We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or a lower monthly subscription fee and higher commission rates.
Subscription & Sponsored Listings We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or a lower monthly subscription fee and higher commission rates.
Growth and Retention of our Active Buyers Our success depends in part on our ability to grow and retain our Active Buyer base. Our number of Active Buyers was 64,306 as of December 31, 2024 compared to 60,716 as of December 31, 2023.
Growth and Retention of our Active Buyers Our success depends in part on our ability to grow and retain our Active Buyer base. Our number of Active Buyers was 60,771 as of December 31, 2025 compared to 64,306 as of December 31, 2024.
If a seller accepts a return or refund of an on-platform purchase, the related commission and processing fees are refunded. Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers.
If a seller accepts a return or refund for an on-platform purchase, the related commission and, in some cases, processing fees are refunded. Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers.
Subscription fees accounted for 22%, 24%, and 24% of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
Subscription fees accounted for 21%, 22%, and 24% of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively.
Our historical performance for Active Buyers may not be indicative of future performance in new Active Buyers. Adjusted EBITDA We define Adjusted EBITDA as net loss excluding depreciation and amortization, stock-based compensation expense, other income, net, provision for income taxes, gain on sale of business, and strategic alternative expenses.
Our historical performance for Active Buyers may not be indicative of future performance in Active Buyers. Adjusted EBITDA We define Adjusted EBITDA as net loss excluding depreciation and amortization, stock-based compensation expense, other income, net, provision for income taxes, restructuring expenses, and strategic alternative expenses.
Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees. Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace.
Seller marketplace services primarily consist of marketplace transactions, subscriptions, and sponsored listings. Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace.
New buyers represented 38%, 35%, and 37% of GMV for the years ended December 31, 2024, 2023 and 2022, respectively while returning buyers represented 62%, 65%, and 63% of GMV for the years ended December 31, 2024, 2023 and 2022, respectively. Components of Results of Operations Net Revenue Our net revenue consists principally of seller marketplace services.
New buyers represented 34%, 38%, and 35% of GMV for the years ended December 31, 2025, 2024 and 2023, respectively while returning buyers represented 66%, 62%, and 65% of GMV for the years ended December 31, 2025, 2024 and 2023, respectively. Components of Results of Operations Net Revenue Our net revenue consists principally of seller marketplace services.
In the year ended December 31, 2024, we generated a net loss of $18.6 million and Adjusted EBITDA of $8.0 million, compared to a net loss of $22.7 million and Adjusted EBITDA of $13.3 million for the year ended December 31, 2023.
In the year ended December 31, 2025, we generated a net loss of $13.7 million and Adjusted EBITDA loss of $2.4 million, compared to a net loss of $18.6 million and Adjusted EBITDA loss of $8.0 million for the year ended December 31, 2024.
Liquidity and Capital Resources As of December 31, 2024, we had cash, cash equivalents and short-term investments of $103.9 million and an accumulated deficit of $332.4 million. Net cash used in operating activities was $2.9 million in the year ended December 31, 2024.
Liquidity and Capital Resources As of December 31, 2025, we had cash, cash equivalents and short-term investments of $95.0 million and an accumulated deficit of $346.0 million. Net cash used in operating activities was $2.4 million in the year ended December 31, 2025.
Provision for Transaction Losses Provision for transaction losses primarily consists of transaction loss expense associated with our buyer protection program, including damages to products caused by shipping and transit, items that were not received or not as represented by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience.
Provision for Transaction Losses Provision for transaction losses primarily consists of transaction loss expense associated with our purchase protection program, including damages to products caused in shipping and transit, reimbursements to dissatisfied buyers at our discretion, and items that were not received or not as described by the seller.
We expect the majority of our technology development expenses will result from consulting and/or headcount-related expenses. We also intend to continue making strategic investments in marketing to drive future net revenue growth. We expect provision for transaction losses to vary based on fluctuations in GMV.
We expect the majority of our technology development expenses will result from consulting and/or headcount-related expenses. We also intend to continue making strategic investments in marketing to drive future net revenue growth.
These key operating and financial metrics may vary from period to period and should not be viewed as indicative of other metrics. 44 Year Ended December 31, (dollars in thousands) 2024 2023 2022 GMV $ 362,274 $ 362,316 $ 425,375 Number of Orders 139,239 133,072 148,399 Active Buyers 64,306 60,716 67,598 Adjusted EBITDA (unaudited) $ (8,009) $ (13,340) $ (20,670) Gross Merchandise Value We define GMV as the total dollar value from items sold by our sellers through 1stDibs in a given month, minus cancellations within that month, and excluding shipping and U.S. sales taxes.
These key operating and financial metrics may vary from period to period and should not be viewed as indicative of other metrics. 44 Year Ended December 31, (dollars in thousands) 2025 2024 2023 GMV $ 363,862 $ 362,274 $ 362,316 Number of Orders 133,472 139,239 133,072 Active Buyers 60,771 64,306 60,716 Adjusted EBITDA (unaudited) $ (2,448) $ (8,009) $ (13,340) Free cash flow (unaudited) $ (3,199) $ (4,832) $ (15,350) Gross Merchandise Value We define GMV as the total dollar value from items sold by our sellers through 1stDibs in a given month, minus cancellations within that month, and excluding shipping and U.S. sales taxes.
Active Buyers We define Active Buyers as buyers who have made at least one purchase through our online marketplace during the 12 months ended on the last day of the period presented, net of cancellations.
Our historical performance for Number of Orders may not be indicative of future performance in Number of Orders. Active Buyers We define Active Buyers as buyers who have made at least one purchase through our online marketplace during the 12 months ended on the last day of the period presented, net of cancellations.
Listing fees accounted for 3%, 4%, and 2% of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
Sponsored listings accounted for 4%, 3%, and 4% of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively.
To calculate the percentage of buyers retained, we divide total GMV in a specific period for a given cohort by the GMV of that cohort in the prior period. Similar to GMV and net revenue, we believe these metrics have been negatively impacted, directly and indirectly, by macroeconomic factors.
To calculate the percentage of buyers retained, we divide total GMV in a specific period for a given cohort by the GMV of that cohort in the prior period. We believe these metrics have been negatively impacted, directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments.
Our commission fees range from 5% to 50% of GMV and we charge processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds.
We have a commission fee structure that is a function of the item’s vertical and price. Our commission fees range from 5% to 50% of GMV and we charge processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds.
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 estimated useful lives.
Based on our evaluation we recognize revenue on a net basis. 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 estimated useful lives.
Gross Profit and Gross Margin Gross profit was $63.4 million and gross margin was 71.9% for the year ended December 31, 2024, as compared to gross profit of $59.6 million and gross margin of 70.3% for the year ended December 31, 2023.
Gross Profit and Gross Margin Gross profit was $65.4 million and gross margin was 73.0% for the year ended December 31, 2025, as compared to gross profit of $63.4 million and gross margin of 71.9% for the year ended December 31, 2024.
Other Services Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace and accounted for 1%, 1% and 3% of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
Other Services Other services consist of other charges to our sellers including advertising revenues generated from displaying ads on our online marketplace and accounted for 1% of our net revenue for all of the years ended December 31, 2025, 2024, and 2023. Advertising revenue is generated when impression-based ads are displayed on our online marketplace on our sellers’ behalf.
There are, however, inherent challenges in gathering accurate data across large online and mobile populations. For example, individuals may have multiple email accounts in violation of our terms of service, which would result in an Active Buyer being counted more than once, thus impacting the accuracy of our number of Active Buyers.
For example, individuals may have multiple email accounts in violation of our terms of service, which would result in an Active Buyer being counted more than once, thus impacting the accuracy of our number of Active Buyers.
Stock Repurchase Program As of December 31, 2024, 6,443,522 shares have been purchased for a total cost of $31.6 million since the commencement of both our 2023 and 2024 stock repurchase programs and approximately $3.8 million remains available for future purchases under the 2024 Stock Repurchase Program.
Stock Repurchase Program As of December 31, 2025, 7,238,060 shares have been purchased for a total cost of $35.0 million since the commencement of our 2023, 2024 and 2025 stock repurchase programs and approximately $10.4 million remains available for future purchases under the 2025 Stock Repurchase Program.
Cost of Revenue Year Ended December 31, (in thousands) 2024 2023 $ Change % Change Cost of revenue $ 24,831 $ 25,111 $ (280) (1) % Cost of revenue was $24.8 million for the year ended December 31, 2024, as compared to $25.1 million for the year ended December 31, 2023.
Cost of Revenue Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Cost of revenue $ 24,182 $ 24,831 $ (649) (3) % Cost of revenue was $24.2 million for the year ended December 31, 2025, as compared to $24.8 million for the year ended December 31, 2024.
GMV attributed to a buyer cohort represents the total dollar value from items purchased by that buyer cohort in a given period, minus cancellations within that period and excluding shipping and U.S. sales taxes.
We categorize buyers into cohorts based on the date of their first purchase on the 1stDibs platform. GMV attributed to a buyer cohort represents the total dollar value from items purchased by that buyer cohort in a given period, minus cancellations within that period and excluding shipping and U.S. sales taxes.
Key Operating and Financial Metrics We use the following key metrics and non-GAAP measures to evaluate our performance, identify trends affecting our business, and make strategic decisions: • GMV; • Number of Orders; • Active Buyers; and • Adjusted EBITDA (see “Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA).
Key Operating and Financial Metrics We use the following key metrics and non-GAAP measures to evaluate our performance, identify trends affecting our business, and make strategic decisions: • GMV; • Number of Orders; • Active Buyers; • Adjusted EBITDA (see “Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), to Adjusted EBITDA); and • Free cash flow (see “Non-GAAP Financial Measures” for a discussion of free cash flow and a reconciliation of cash from operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow) For GMV, Number of Orders, and Active Buyers, these metrics are based on internal company data, assumptions, and estimates and are used in managing our business.
The difference between the amount collected for shipping and the amount charged by the shipping carrier is included in cost of revenue in our consolidated statements of operations.
The difference between the amount collected for shipping and the amount charged by the shipping carrier is included in cost of revenue in our consolidated statements of operations. We facilitate fulfillment and shipping, but do not take ownership of or manage inventory.
Key Factors Affecting Our Performance We believe that our performance and future success depend on a number of factors that present significant opportunities for us, including those discussed in Part I, Item 1, “Business,” but also pose risks and challenges, including those discussed in the section titled “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net cash from operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow. 45 Key Factors Affecting Our Performance We believe that our performance and future success depend on a number of factors that present significant opportunities for us, including those discussed in Part I, Item 1, “Business,” but also pose risks and challenges, including those discussed in the section titled “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.
General and Administrative Year Ended December 31, (in thousands) 2024 2023 $ Change % Change General and administrative $ 27,372 $ 28,587 $ (1,215) (4) % General and administrative expense was $27.4 million for the year ended December 31, 2024, as compared to $28.6 million for the year ended December 31, 2023.
General and Administrative Year Ended December 31, (in thousands) 2025 2024 $ Change % Change General and administrative $ 26,871 $ 27,372 $ (501) (2) % General and administrative expense was $26.9 million for the year ended December 31, 2025, as compared to $27.4 million for the year ended December 31, 2024.
Subscription fees accounted for 22% and 24% of our net revenue for the years ended December 31, 2024 and 2023, respectively.
Our marketplace transaction fees represent the majority of our net revenue and accounted for 74% of our net revenue for each of the years ended December 31, 2025 and 2024. Subscription fees accounted for 21% and 22% of our net revenue for the years ended December 31, 2025 and 2024, respectively.
Other Income, Net Year Ended December 31, (in thousands) 2024 2023 $ Change % Change Total other income, net $ 7,626 $ 8,342 $ (716) (9) % Other income, net was $7.6 million for the year ended December 31, 2024, as compared to $8.3 million for the year ended December 31, 2023.
Other Income, Net Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Total other income, net $ 5,398 $ 7,626 $ (2,228) (29) % Other income, net was $5.4 million for the year ended December 31, 2025, as compared to $7.6 million for the year ended December 31, 2024.
While these are non-cash charges, we may need to replace the assets being depreciated in the future and Adjusted EBITDA does not reflect cash requirements for these replacements or new capital expenditure requirements; • The exclusion of stock-based compensation expense, which has been a significant recurring expense and will continue to constitute a significant recurring expense for the foreseeable future, as equity awards are expected to continue to be an important component of our compensation strategy; • The exclusion of other income, net, which includes interest income related to our cash, cash equivalents and short-term investments, and realized and unrealized gains and losses on foreign currency exchange; • The exclusion of gain on sale of Design Manager, which is a one-time sale of our wholly owned subsidiary; and • The exclusion of strategic alternative expenses in connection with capital return strategies, buy- and sell-side mergers, acquisitions and partnerships which include integration costs, sale of a business or subsidiary, business optimization costs related to revisions of operational objectives and priorities which include restructuring charges, in all cases outside the ordinary course.
While these are non-cash charges, we may need to replace the assets being depreciated in the future and Adjusted EBITDA does not reflect cash requirements for these replacements or new capital expenditure requirements; • The exclusion of stock-based compensation expense, which has been a significant recurring expense and will continue to constitute a significant recurring expense for the foreseeable future, as equity awards are expected to continue to be an important component of our compensation strategy; • The exclusion of other income, net, which includes interest income related to our cash, cash equivalents and short-term investments, and realized and unrealized gains and losses on foreign currency exchange; • The exclusion of discrete restructuring expenses such as severance and benefit costs from reductions in force and reorganizations that are fundamentally different in strategic nature from ongoing initiatives.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. We define Adjusted EBITDA as our net loss, excluding: (1) depreciation and amortization; (2) stock-based compensation expense; (3) other income, net; (4) provision for income taxes; (5) gain on sale of business; and (6) strategic alternative expenses.
We define Adjusted EBITDA as our net loss, excluding: (1) depreciation and amortization; (2) stock-based compensation expense; (3) other income, net; (4) provision for income taxes; (5) restructuring expenses; and (6) strategic alternative expenses.
Cash Flows The following table summarizes our cash flows for the periods indicated: Year Ended December 31, (in thousands) 2024 2023 Net cash used in operating activities $ (2,910) $ (13,556) Net cash provided by (used in) investing activities 22,291 (100,232) Net cash used in financing activities (30,706) (3,629) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (29) 349 Net decrease in cash, cash equivalents, and restricted cash $ (11,354) $ (117,068) Cash Flows from Operating Activities Net cash used in operating activities was $2.9 million for the year ended December 31, 2024, and was driven primarily by a $3.3 million decrease in operating lease liabilities due to lease payments on our previous and current NYC headquarters, partially offset by our sublease income, a $1.7 million decrease in accounts payable and accrued expenses due to the timing of payments and invoices, and a $1.8 million decrease in other current liabilities and other liabilities related to payments for sales 52 and other indirect tax contingencies.
Net cash used in operating activities was $2.9 million for the year ended December 31, 2024, and was driven primarily by a $3.3 million decrease in operating lease liabilities due to lease payments on our previous and current NYC headquarters, partially offset by our sublease income, a $1.7 million decrease in accounts payable and accrued expenses due to the timing of payments and invoices, and a $1.8 million decrease in other current liabilities and other liabilities related to payments for sales and other indirect tax contingencies.
As a result of the reduction, we incurred approximately $2.0 million in restructuring charges during the year ended December 31, 2023, consisting primarily of employee severance and benefits costs. 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.
During the year ended December 31, 2024, we incurred $1.4 million of additional employee severance and benefits costs relating to a further workforce reduction. During the year ended December 31, 2025, we incurred $0.8 million of employee severance and benefits costs relating to a reorganization intended to improve operational and cost efficiency.
As of December 31, 2024, we operate an e-commerce marketplace with approximately 5,900 unique sellers, compared to approximately 7,800 as of December 31, 2023. In 2024, we shifted our seller acquisition strategy and monetization approach to concentrate on fewer, but more highly engaged sellers.
In 2024, we shifted our seller acquisition strategy and monetization approach to concentrate on fewer, but more highly engaged sellers. As of December 31, 2025, we had 7.8 million users compared to 7.0 million as of December 31, 2024, and approximately 1.9 million listings, compared to 1.8 million as of December 31, 2024.
GMV remained flat year over year and was $362.3 million for each of the years ended December 31, 2024 and 2023. Our net revenue was $88.3 million for the year ended December 31, 2024, compared to $84.7 million for the year ended December 31, 2023, an increase of 4%.
GMV was $363.9 million for the year ended December 31, 2025 compared to $362.3 million for the year ended December 31, 2024. Our net revenue was $89.6 million for the year ended December 31, 2025, compared to $88.3 million for the year ended December 31, 2024, an increase of 2%.
We expect operating losses and negative cash flows from operations to continue in the foreseeable future as we continue to strategically invest in growth activities. Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under the 2024 Stock Repurchase Program.
Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under our 2025 Stock Repurchase Program.
As of December 31, 2024, we had 7.0 million users compared to 6.3 million as of December 31, 2023, and approximately 1.8 million listings, compared to 1.7 million as of December 31, 2023. Users represent non-seller visitors who register on our website, including both buyers and prospective buyers, and are identified by a unique email address.
Users represent non-seller visitors who register on our website, including both buyers and prospective buyers, and are identified by a unique email address.
Active Buyers drive our on-platform GMV and net revenue and contribute to the network effects that allow us to attract new sellers and exclusive inventory. 45 During the year ended December 31, 2024, we retained 23% of the 2023 on-platform GMV from buyers acquired in 2023; consistent with the year ended December 31, 2023, where we also retained 23% of the 2022 on-platform GMV from buyers acquired in 2022.
Active Buyers drive our on-platform GMV and net revenue and contribute to the network effects that allow us to attract new sellers and exclusive inventory.
The majority of the accrued severance totaling $1.3 million as of December 31, 2024 is anticipated to be paid during the year ending December 31, 2025, while approximately $0.1 million is expected to be paid during the first quarter of 2026. See Note 2, “Summary of Significant Accounting Policies” for further discussion on restructuring charges.
The remaining $0.1 million as of December 31, 2025 is anticipated to be paid during the first quarter of 2026. See Note 2, “Summary of Significant Accounting Policies” for further discussion on restructuring charges. Our Business Model We generate revenue primarily from fees from our seller marketplace services as well as other services, including advertisements.
We earn listing fees from sellers, on a per item basis, as directed by the seller to promote certain items at the seller’s discretion. Sellers do not pay a listing fee for a basic listing on our online marketplace, but can choose to pay for other listing fees, which provide promotional advantages over the basic listing.
We earn sponsored listing revenue when a user clicks on a listing which a seller requested to be promoted. Sellers do not pay a fee for a basic listing on our online marketplace, but can choose to pay for sponsored listings, which provide promotional advantages over the basic listing.
Buyers are not our customers because access to the 1stDibs online marketplace is free for buyers, and we have no performance obligations with respect to buyers. 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.
Buyers are not our customers because access to the 1stDibs online marketplace is free for buyers, and we have no performance obligations with respect to buyers; we consider our sellers to be our customers.
We facilitate fulfillment and shipping, but do not take ownership of or manage inventory. 46 Gross Profit and Gross Margin Gross profit is net revenue less cost of revenue, and gross margin is gross profit as a percentage of net revenue.
Gross Profit and Gross Margin Gross profit is net revenue less cost of revenue, and gross margin is gross profit as a percentage of net revenue.
We expense all technology development expenses as incurred, except for those expenses that meet the criteria for capitalization as internal-use software.
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. We expense all technology development expenses as incurred, except for those expenses that meet the criteria for capitalization as internal-use software.
The decrease of $0.5 million, or 2%, was primarily driven by a $1.0 million decrease in salaries and benefits resulting from decreases in headcount, primarily related to our reduction in workforce in June 2023, which were partially offset by annual compensation increases in March, including a $0.3 million increase in stock-based compensation expense.
The increase of $2.2 million, or 11%, was mainly due to a $2.6 million increase in salaries and benefits resulting from our annual compensation increases in March, partially offset by a $0.4 million decrease in stock-based compensation resulting mainly from equity awards granted at lower stock prices.
Provision for Transaction Losses Year Ended December 31, (in thousands) 2024 2023 $ Change % Change Provision for transaction losses $ 3,020 $ 3,729 $ (709) (19) % Provision for transaction losses was $3.0 million for the year ended December 31, 2024, as compared to $3.7 million for the year ended December 31, 2023.
Provision for Transaction Losses Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Provision for transaction losses $ 3,033 $ 3,020 $ 13 — % Provision for transaction losses was generally flat with $3.0 million for the each of the years ended December 31, 2025 and 2024.
Our Business Model We generate revenue primarily from fees from our seller marketplace services as well as other services, including advertisements. 43 Seller Marketplace Services Seller marketplace services consist of marketplace transactions, subscriptions, and listings, and accounted for substantially all of our net revenue in the years ended December 31, 2024, 2023, and 2022, respectively.
Seller Marketplace Services Seller marketplace services consist of marketplace transactions, subscriptions, and sponsored listings, and accounted for substantially all of our net revenue in the years ended December 31, 2025, 2024, and 2023, respectively. 43 Marketplace Transaction Fees Our sellers pay us a commission and processing fees for the successful sale of an item listed on our online marketplace.
For GMV, Number of Orders, and Active Buyers, these metrics are based on internal company data, assumptions, and estimates and are used in managing our business. We believe that these figures are reasonable estimates, and we actively take measures to improve their accuracy, such as eliminating known fictitious or duplicate accounts.
We believe that these figures are reasonable estimates, and we actively take measures to improve their accuracy, such as eliminating known fictitious or duplicate accounts. There are, however, inherent challenges in gathering accurate data across large online and mobile populations.
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with GAAP. Restructuring Charges In September 2022, we announced and implemented a restructuring plan to reduce operational costs and realign investment priorities involving the reduction of approximately 10% of our workforce.
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA. Free cash flow We define free cash flow as net cash from operating activities less purchases of property and equipment.
Net cash used in investing activities was $100.2 million for the year ended December 31, 2023, and was primarily due to $191.1 million of purchases of short-term investments, offset by $92.7 million of maturities of short-term investments.
These decreases were partially offset by a $2.1 million increase in payables due to sellers due to timing of the payments we make to our sellers. 50 Cash Flows from Investing Activities Net cash provided by investing activities was $5.5 million for the year ended December 31, 2025, and was driven primarily by $71.4 million maturities and sales of short-term investments, partially offset by $65.2 million purchases of short-term investments.
We view GMV as a measure of the total economic activity generated by our online marketplace and as an indicator of the scale, growth, and health of our online marketplace. Our historical performance for GMV may not be indicative of future performance in GMV.
On-platform GMV accounted for $347.1 million or 95%, $346.3 million or 96%, and $346.6 million or 96%, of GMV in the years ended December 31, 2025, 2024 and 2023, respectively. We view GMV as a measure of the total economic activity generated by our online marketplace and as an indicator of the scale, growth, and health of our online marketplace.
These decreases were partially offset by a $1.4 million increase in stock-based compensation expense, primarily due to equity grants which occur annually in March.
These decreases were partially offset by a $0.4 million increase in professional fees and a $0.2 million increase in stock-based compensation.
The following table provides a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA: Year Ended December 31, (in thousands) 2024 2023 2022 Net loss $ (18,633) $ (22,699) $ (22,538) Depreciation and amortization 1,986 2,278 2,710 Stock-based compensation expense 14,776 12,363 11,214 Other income, net (7,626) (8,342) (3,376) Provision for income taxes 44 14 37 Gain on sale of Design Manager — — (9,684) Strategic alternative expenses 1,444 3,046 967 Adjusted EBITDA (unaudited) $ (8,009) $ (13,340) $ (20,670) Seasonality We have historically experienced increased sales during the fourth quarter holiday shopping season compared to the other quarters which has generally resulted in increased GMV and net revenue during the fourth quarter of each fiscal year.
The following table provides a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA: Year Ended December 31, (in thousands) 2025 2024 2023 Net loss $ (13,666) $ (18,633) $ (22,699) Depreciation and amortization 1,661 1,986 2,278 Stock-based compensation expense 14,055 14,776 12,363 Other income, net (5,398) (7,626) (8,342) Provision for income taxes 98 44 14 Restructuring expenses 802 1,367 1,989 Strategic alternative expenses — 77 1,057 Adjusted EBITDA (unaudited) $ (2,448) $ (8,009) $ (13,340) Free cash flow is a non-GAAP financial measure defined as net cash from operating activities less purchases of property and equipment.
Operating Expenses Sales and Marketing Year Ended December 31, (in thousands) 2024 2023 $ Change % Change Sales and marketing $ 38,084 $ 36,640 $ 1,444 4 % Sales and marketing expense was $38.1 million for the year ended December 31, 2024, as compared to $36.6 million for the year ended December 31, 2023.
The increase in gross profit and gross margin for the year ended December 31, 2025 was primarily driven by the increase in net revenue, specifically non-transaction revenue, and the decrease in credit card processing fees as outlined above. 48 Operating Expenses Sales and Marketing Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Sales and marketing $ 31,088 $ 38,084 $ (6,996) (18) % Sales and marketing expense was $31.1 million for the year ended December 31, 2025, as compared to $38.1 million for the year ended December 31, 2024.
Our cost of revenue and sales and marketing expenses generally follow this trend, with our highest costs being incurred in the fourth quarter; but similar to GMV and net revenues, cost of revenue and sales and marketing expenses have not followed this trend in the prior years due to macroeconomic factors.
Our cost of revenue and sales and marketing expenses generally follow this trend, with our highest costs being incurred in the fourth quarter. We believe that our GMV and revenue have been adversely impacted, both directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments.
Net cash used in financing activities was $3.6 million for the year ended December 31, 2023 due mainly to the purchase of $3.4 million of our common stock as part of our 2023 Stock Repurchase Program. Off-Balance Sheet Arrangements For the periods presented, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
We expect provision for transaction losses to vary based on fluctuations in GMV. 52 Off-Balance Sheet Arrangements For the periods presented, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
The decrease of $0.3 million, or 1%, was primarily driven by a $0.5 million decrease in salaries and benefits resulting from decreases in average headcount from the prior period, primarily related to our reduction in workforce in June 2023, partially offset by annual compensation increases in March.
The decrease of $7.0 million, or 18%, was mainly due to a $3.6 million decrease in performance-based marketing and promotional campaigns, and a $3.2 million decrease in salaries, benefits, and stock-based compensation resulting from decreases in headcount primarily related to our reduction in workforce in January 2025 and reorganization in September 2025.
The decrease of $0.7 million, or 9%, was due primarily to interest income on our cash, cash equivalents, and short-term investments which decreased in the current year due to less cash, cash equivalents, and short-term investments as well as lower interest rates.
The decrease of $2.2 million, or 29%, was mainly due to lower interest income driven by lower cash, cash equivalents, and short-term investments for the year ended December 31, 2025, coupled with lower interest rates.
We define new buyers as those who placed their first order on our online marketplace. We categorize buyers into cohorts based on the date of their first purchase on the 1stDibs platform.
During the year ended December 31, 2025, we retained 22% of the 2024 on-platform GMV from buyers acquired in 2024; consistent with the year ended December 31, 2024, where we also retained 23% of the 2023 on-platform GMV from buyers acquired in 2023. We define new buyers as those who placed their first order on our online marketplace.
By disrupting the way these items are bought and sold, we are both expanding access to, and growing the market for, luxury design. 1stDibs began over two decades ago with the vision of bringing the magic of the Paris flea market online by creating a listings site for top vintage and antique furniture sellers.
By disrupting the way these items are bought and sold, we are both expanding access to, and growing the market for, luxury design. As of December 31, 2025, we operate an e-commerce marketplace with approximately 5,700 unique sellers, compared to approximately 5,900 as of December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+4 added−3 removed2 unchanged
Biggest changeOur principal use of cash, cash equivalents and short-term investments is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under the 2024 Stock Repurchase Program. The remainder of cash, cash equivalents and short-term investments are held for working capital purposes. We do not enter into investments for trading or speculative purposes.
Biggest changeThe remainder of cash, cash equivalents and short-term investments are held for working capital purposes and other potential uses including strategic investment opportunities. We do not enter into investments for trading or speculative purposes. Foreign Currency Risk Our net revenue is primarily denominated in U.S. dollars, Euros, and British pounds, depending on the currency selection of the seller.
As of December 31, 2024, we would expect an adverse 10% change in current exchange rates would result in no more than a $3.2 million decrease in net revenue for the year ended December 31, 2024. Credit Risk We are exposed to credit risk on accounts receivable balances.
As of December 31, 2025, we would expect an adverse 10% change in current exchange rates to result in no more than a $3.2 million decrease in net revenue for the year ended December 31, 2025. Credit Risk We are exposed to credit risk on accounts receivable balances.
Due to the nature of our cash, cash equivalents and short-term investments, we would expect a hypothetical 100 basis point increase or decrease in interest rates to result in an approximate increase or decrease of $0.7 million in our cash, cash equivalents and short-term investments.
Due to the nature of our cash, cash equivalents and short-term investments, we would expect a hypothetical 100 basis point increase or decrease in interest rates to result in an approximate increase or decrease of $0.6 million in our cash, cash equivalents and short-term investments.
This risk is mitigated by requiring upfront payment for many of our services and due to our diverse customer base, dispersed over various geographic regions and industrial sectors. For the years ended December 31, 2024 and 2023, no single customer accounted for more than 10% of our net revenue.
This risk is mitigated by requiring upfront payment for many of our services due to our diverse seller base, dispersed over various geographic regions and industry sectors. For the years ended December 31, 2025 and 2024, no single customer accounted for more than 10% of our net revenue.
We cannot assure you our business will not be affected in the future by inflation. 55
We cannot assure you that our business will not be affected in the future by inflation. 54
While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe certain metrics have been impacted, both directly and indirectly, by macroeconomic factors, including inflation and as a result significant capital market and housing market volatility.
While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe certain metrics have continued to be impacted negatively, both directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks are described below.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, primarily related to interest rate fluctuations and foreign currency exchange movements.
To date, fluctuations due to changes in the Euro and British pound have not been significant, but we may experience material foreign exchange gains and losses in our statement of operations in the future.
We monitor our foreign currency exposure on an ongoing basis and evaluate the tools and approaches available to manage such risk as our business evolves. To date, fluctuations due to changes in the Euro and the British pound have not been significant, but we may experience material foreign exchange gains and losses in our statement of operations in the future.
As of December 31, 2024, we had cash, cash equivalents and short-term investments of $103.9 million. Our cash and cash equivalents consist primarily of demand and money market accounts, as well as available-for-sale debt securities with an original maturity of 90 days or less. Our short-term investments consist primarily of U.S.
Our cash and cash equivalents consist primarily of demand, money market accounts, and available-for-sale debt securities with an original maturity of 90 days or less. Our short-term investments consist primarily of U.S. Government agency and Treasury securities, as well as commercial paper and corporate notes which have an original maturity greater than 90 days and are highly liquid in nature.
Foreign Currency Risk Our net revenue is primarily denominated in U.S. dollars, Euros, and British pounds, depending on the currency selection of the seller. Our cost of revenue and operating expenses are primarily denominated in U.S. dollars.
Our cost of revenue and operating expenses are primarily denominated in U.S. dollars. As we operate an online marketplace with international activity, including transactions denominated primarily in Euros and British pounds, we are exposed to the risk of fluctuations in foreign currency exchange rates.
At times, our cash balances with individual banking institutions are in excess of federally insured limits. We have not experienced any credit losses related to our cash, cash equivalents, and short-term investments balances. 54 Interest Rate Sensitivity Interest rate risk relates to the loss we could incur in our cash portfolios due to a change in interest rates.
We maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation insurance limits. We have not experienced any credit losses related to our cash, cash equivalents, and short-term investments balances.
Removed
Government agency and Treasury securities, as well as commercial paper and corporate notes which have an original maturity greater than 90 days and are highly liquid in nature.
Added
These risks arise principally from our cash, cash equivalents, and short-term investments, as well as from our international operations and transactions denominated in currencies other than the U.S. dollar. Information relating to quantitative and qualitative disclosures about these market risks are described below.
Removed
While these are our best estimates of the impact of the specified interest rate scenario, actual results could differ from those projected. The sensitivity analysis presented assumes interest rate changes are instantaneous, parallel shifts in the yield curve. In reality, interest rate changes of this magnitude are rarely instantaneous or parallel.
Added
Interest Rate Sensitivity Interest rate risk relates to the loss we could incur in our cash, cash equivalents and short-term investments due to a change in interest rates. As of December 31, 2025, we had cash, cash equivalents and short-term investments of $95.0 million.
Removed
As our online marketplace continues to grow globally, our results of operations and cash flows may be subject to fluctuations due to the change in foreign exchange rates.
Added
The sensitivity analysis above is based on a simplified, hypothetical scenario and is not intended to represent actual outcomes, which may differ due to changes in the timing of interest rate movements, investment maturities, and other factors Our principal use of cash, cash equivalents and short-term investments is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under our Stock Repurchase Programs.
Added
For the years ended December 31, 2025 and 2024, foreign currency translation adjustments resulted in a gain of $0.1 million and a loss of $0.1 million, respectively.

Other DIBS 10-K year-over-year comparisons