What changed in LightInTheBox Holding Co., Ltd.'s 2025 10-K compared to 2024?

Across the narrative sections we track, LightInTheBox Holding Co., Ltd. (LITB) added 230 paragraphs, removed 226, and edited 197 between the 2024 and 2025 10-K filings. The biggest movers are Item 3. Legal Proceedings (+71/−65), Item 4. Mine Safety Disclosures (+69/−63), Item 5. Market for Registrant's Common Equity (+51/−61).

What changed in LightInTheBox Holding Co., Ltd.'s MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 9 new/edited paragraphs and 8 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did LightInTheBox Holding Co., Ltd.'s Legal Proceedings (Item 3) change in 2025?

Item 3 shows 71 added/edited paragraphs and 65 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this LITB 10-K diff come from?

The source filings are LightInTheBox Holding Co., Ltd.'s official 2024 and 2025 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

LightInTheBox Holding Co., Ltd.LITB财报

NYSE · Consumer Discretionary · Retail-Catalog & Mail-Order Houses

LightInTheBox Holding Co., Ltd. is an online clothing sales company which specialises in cheap men's and women's clothes, and other goods that they describe as "lifestyle products". The company is headquartered in Singapore and has additional offices in California, Shanghai, and Beijing.

What changed in LightInTheBox Holding Co., Ltd.'s 20-F — 2024 vs 2025

Top changes in LightInTheBox Holding Co., Ltd.'s 2025 20-F

230 paragraphs added · 226 removed · 197 edited across 5 sections

Item 3. Legal Proceedings+71 / −65 · 55 edited
Item 4. Mine Safety Disclosures+69 / −63 · 58 edited
Item 5. Market for Registrant's Common Equity+51 / −61 · 49 edited
Item 6. [Reserved]+30 / −29 · 27 edited
Item 7. Management's Discussion & Analysis+9 / −8 · 8 edited

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

55 edited+16 added−10 removed393 unchanged

2024 filing

2025 filing

To the extent cash or assets in our business is in mainland China or Hong Kong or in our PRC subsidiaries or Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our and our subsidiaries’ ability to transfer cash or assets.

Our upgrading supply chain will increase our quality demands, which will require us to increase our supplier qualification. Our suppliers may: ● cease selling merchandise to us on terms acceptable to us; ● fail to deliver products that meet our demands; ● encounter financial difficulties; ● terminate our partnership or enter into agreements with our competitors; ● have economic or business interests or goals that are inconsistent with ours and take actions contrary to our instructions, requests or objectives; ● be unable or unwilling to fulfill their obligations, including their obligations to meet our production deadlines, quality standards and product specifications; ● fail to upgrade production specification and capacities to meet our demands; ● encounter fabric and other materials or labor shortages or increases in fabric materials or labor costs, which may impact our procurement costs; or ● engage in other activities or employment practices that may harm our reputation. 12 Table of Contents Furthermore, agreements with our suppliers do not typically establish a fixed price for the purchase of products.

Our upgrading supply chain will increase our quality demands, which will require us to increase our supplier qualification. Our suppliers may: ● cease selling merchandise to us on terms acceptable to us; ● fail to deliver products that meet our demands; ● encounter financial difficulties; ● terminate our partnership or enter into agreements with our competitors; ● have economic or business interests or goals that are inconsistent with ours and take actions contrary to our instructions, requests or objectives; ● be unable or unwilling to fulfill their obligations, including their obligations to meet our production deadlines, quality standards and product specifications; 12 Table of Contents ● fail to upgrade production specification and capacities to meet our demands; ● encounter fabric and other materials or labor shortages or increases in fabric materials or labor costs, which may impact our procurement costs; or ● engage in other activities or employment practices that may harm our reputation. Furthermore, agreements with our suppliers do not typically establish a fixed price for the purchase of products.

The interpretation and application of the regulations remain unclear, and our offshore offerings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded.

The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing by PRC domestic companies by adopting a filing-based regulatory regime.

Pursuant to the Overseas Listing Trial Measures, domestic companies that seek to offer or list securities overseas, whether directly or indirectly, should fulfill the filing procedures and report relevant information to the CSRC within three working days after submitting listing applications and subsequent amendments.

According to the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC, or the CSRC Notice, the domestic companies that have already been listed overseas before the effective date of the Overseas Listing Trial Measures (i.e.

March 31, 2023) shall be deemed to be existing issuers (the “Existing Issuers”). Existing Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings.

Further, according to the CSRC Notice, domestic companies that have obtained approval from overseas regulatory authorities or securities exchanges (for example, the effectiveness of a registration statement for offering and listing in the U.S. has been obtained) for their overseas offering and listing prior March 31, 2023 but have not yet completed their overseas issuance and listing, are granted a six-month transition period from March 31, 2023 to September 30, 2023.

Those that complete their overseas offering and listing within such six-month period are deemed to be Existing Issuers and are not required to file with the CSRC for their overseas offerings and listings. Within such six-month transition period, however, if such domestic companies fail to complete their overseas issuance and listing, they shall complete the filing procedures with the CSRC.

According to the Revised Confidentiality Provisions, Chinese companies that directly or indirectly conduct overseas offerings and listings, shall strictly abide by the laws and regulations on confidentiality when providing or publicly disclosing, either directly or through their overseas listed entities, materials to securities services providers.

However, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to remain listed on U.S. exchanges in the future, and even when such permission is obtained, whether it will be rescinded in the future.

If any approval, review or other procedure is in fact required, we are not able to guarantee that we will obtain such approval or complete such review or other procedure timely or at all.

For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and offerings relating to our securities.

Furthermore, trading in our ADSs may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, the NYSE, may determine to delist our ADSs.

Among our directors and officers, Mr. Zhi Yan, Mr. Jian He, Mr. Zhiping Qi, Mr. Zhentao Wang, Mr. Xiongping Yu, Mr. Meng Lian, Ms. Ge Yan, Mr. Wei Yu, Mr. Peng Wu, Mr. Lei Deng, Mr. Bin Shi and Ms.

Among our directors and officers, Mr. Zhi Yan, Mr. Jian He, Mr. Zhiping Qi, Mr. Zhentao Wang, Mr. Xiongping Yu, Mr. Meng Lian, Ms. Ge Yan, Mr. Wei Yu, Mr. Peng Wu, Mr. Lei Deng, Mr. Bin Shi and Mr.

The rising fuel prices could increase our logistics costs and further, increase the costs of our goods and service. The higher the shipping costs from third-party courier companies, the higher the prices of our products and services and in turn, making us less competitive in the market. The third-party couriers are also responsible for the customs clearance procedure.

The rising fuel prices could increase our logistics costs and further, increase the costs of our goods and services. The higher the shipping costs from third-party courier companies, the higher the prices of our products and services and in turn, making us less competitive in the market. The third-party couriers are also responsible for the customs clearance procedure.

Any such escalation in trade tensions or a trade war, or news and rumors of the escalation of a potential trade war, could have a material and adverse effect on our business, results of operations and trading price of our ADSs. The online retail industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations. The market for products posted on our websites and mobile applications is intensely competitive.

Any such escalation in trade tensions or a trade war, or news and rumors of the escalation of a potential trade war, could have a material and adverse effect on our business, results of operations and trading price of our ADSs. The online apparel industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations. The market for products posted on our websites and mobile applications is intensely competitive.

You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. 34 Table of Contents We may become a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors. Based on the composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe that we were a passive foreign investment company (a “PFIC”) for 2024.

Risk Factors—We may be required to obtain approval in the future and may be denied permission from the authorities of mainland China to list on U.S. exchanges, we may not be able to continue listing on U.S. exchange, which could have a material adverse effect on our business, financial condition and results of operations as well as the trading price of the ADSs.” for additional details. Permissions Required from the PRC Authorities for Our Operations and Overseas Securities Offerings Recently, the PRC government has initiated a series of regulatory actions and made a number of public statements on offerings that are conducted overseas and/or involve foreign investment in China-based issuers, including the Opinions on Strictly Cracking down on Securities-related Illegal Activities in Accordance with the Law (promulgated by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council on July 6, 2021), the Cybersecurity Review Measures (promulgated by Cybersecurity Administration of China, or the CAC, on December 28, 2021 and became effective on February 15, 2022), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures (promulgated by the China Securities Regulatory Commission, or the CSRC and became effective on March 31, 2023), and the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or the Confidentiality and Archives Administration Provisions (promulgated by China Securities Regulatory Commission, Ministry of Finance, State Secrecy Administration, State Archives Bureau and became effective on March 31, 2023). 3 Table of Contents As confirmed by our PRC counsel, Han Kun Law Offices, and the relevant PRC regulatory authority, we believe that under the currently effective PRC laws and regulations, we are not required to file for a cybersecurity review by the CAC for our past issuance of securities to foreign investors and maintaining our listing status on the NYSE Capital Market, since a company already listed in a foreign stock exchange before promulgation of the latest Cybersecurity Review Measures is not required to file for a cybersecurity review by the CAC to maintain its listing status on the foreign stock exchange on which its securities have been listed.

Risk Factors—We may be required to obtain approval in the future and may be denied permission from the authorities of mainland China to list on U.S. exchanges, we may not be able to continue listing on U.S. exchange, which could have a material adverse effect on our business, financial condition and results of operations as well as the trading price of the ADSs.” for additional details. Permissions Required from the PRC Authorities for Our Operations and Overseas Securities Offerings Recently, the PRC government has initiated a series of regulatory actions and made a number of public statements on offerings that are conducted overseas and/or involve foreign investment in China-based issuers, including the Opinions on Strictly Cracking down on Securities-related Illegal Activities in Accordance with the Law (promulgated by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council on July 6, 2021) or the Opinions, the Cybersecurity Review Measures (promulgated by Cybersecurity Administration of China, or the CAC, on December 28, 2021 and became effective on February 15, 2022), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures (promulgated by the China Securities Regulatory Commission, or the CSRC and became effective on March 31, 2023), and the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or the Confidentiality and Archives Administration Provisions (promulgated by China Securities Regulatory Commission, Ministry of Finance, State Secrecy Administration, State Archives Bureau and became effective on March 31, 2023). 3 Table of Contents We believe that under the currently effective PRC laws and regulations, we are not required to file for a cybersecurity review by the CAC for our past issuance of securities to foreign investors and maintaining our listing status on the NYSE Capital Market, since a company already listed in a foreign stock exchange before promulgation of the latest Cybersecurity Review Measures is not required to file for a cybersecurity review by the CAC to maintain its listing status on the foreign stock exchange on which its securities have been listed.

Finally, disputes between us and our employees may arise from time to time and if we are not able to properly handle our relationship with our employees, our business, financial condition and results of operations may be adversely affected. 11 Table of Contents Increases in labor costs or restrictions in the supply of labor may materially and adversely affect our business, financial condition and results of operations and cause our ADSs to be worthless. Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws and changes in employment and labor legislation or other workplace regulation.

Finally, disputes between us and our employees may arise from time to time and if we are not able to properly handle our relationship with our employees, our business, financial condition and results of operations may be adversely affected. Increases in labor costs or restrictions in the supply of labor may materially and adversely affect our business, financial condition and results of operations and cause our ADSs to be worthless. Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws and changes in employment and labor legislation or other workplace regulation.

Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of the ADSs. Uncertainties with respect to the interpretation and enforcement of laws, and changes in laws and regulations in mainland China could materially and adversely affect us. The operation of our PRC subsidiaries are governed by the laws and regulations of mainland China.

Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of the ADSs. Uncertainties with respect to the interpretation and enforcement of laws, and changes in laws and regulations in mainland China could materially and adversely affect us. The operations of our PRC subsidiaries are governed by the laws and regulations of mainland China.

The the laws and regulations to be adopted by the EU entities that might be applicable to us remains uncertain. Futher, in EU, the GDPR, which came into effect on May 25, 2018, includes operational requirements for companies that receive or process personal data of residents of the European Economic Area.

The laws and regulations to be adopted by the EU entities that might be applicable to us remains uncertain. Further, in EU, the GDPR, which came into effect on May 25, 2018, includes operational requirements for companies that receive or process personal data of residents of the European Economic Area.

As we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud. We rely on third parties, such as PayPal, Checkout, Stripe, Klarna and Apple Pay to provide certain payment processing services, including the processing of credit card and debit card transactions.

As we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. We rely on third parties, such as PayPal, Checkout, Stripe, Klarna, Apple Pay and Shop Pay to provide certain payment processing services, including the processing of credit card and debit card transactions.

We may overestimate customer demand, face increased overhead expenditures without a corresponding increase in product sales and incur inventory write-downs, which will adversely affect our results of operations. 10 Table of Contents If we cannot offer appealing products on our websites or our mobile applications, our customers may purchase fewer products from us, stop purchasing products from us, visit our websites or our mobile applications less often or stop visiting our websites or our mobile applications all together.

We may overestimate customer demand, face increased overhead expenditures without a corresponding increase in product sales and incur inventory write-downs, which will adversely affect our results of operations. If we cannot offer appealing products on our websites or our mobile applications, our customers may purchase fewer products from us, stop purchasing products from us, visit our websites or our mobile applications less often or stop visiting our websites or our mobile applications all together.

We may not be able to compete successfully against current and future competitors, and competitive pressures may materially and adversely affect our business, financial condition and results of operations. Our results of operations are subject to quarterly fluctuations due to a number of factors that could adversely affect our business and the trading price of the ADSs. We experience seasonality in our business, reflecting seasonal fluctuations in online and offline retail patterns in general and for our products.

We may not be able to compete successfully against current and future competitors, and competitive pressures may materially and adversely affect our business, financial condition and results of operations. 9 Table of Contents Our results of operations are subject to quarterly fluctuations due to a number of factors that could adversely affect our business and the trading price of the ADSs. We experience seasonality in our business, reflecting seasonal fluctuations in online and offline retail patterns in general and for our products.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2024, but we cannot assure you that in the future we will not identify material weaknesses in our internal control over financial reporting.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2025, but we cannot assure you that in the future we will not identify material weaknesses in our internal control over financial reporting.

In addition, we must hire and train qualified employees in a timely manner to keep pace with our transformation while maintaining the quality of our operations in various geographic locations. We must also provide continuous training to our employees so that they have up-to-date knowledge of various aspects of our operations and can meet our demand for high quality services.

In addition, we must hire and train qualified employees in a timely manner to keep pace with our transformation while maintaining the quality of our operations in various geographic locations. 11 Table of Contents We must also provide continuous training to our employees so that they have up-to-date knowledge of various aspects of our operations and can meet our demand for high quality services.

However, given the rapid changes of Internet advertising, customer preferences, the development of new forms of Internet marketing and the different forms of social media in each of our target countries and regions, we may have difficulties adapting our marketing techniques quickly and we may not sustain our customer acquisition rates, which may have a material and adverse effect on our business prospects. We are highly dependent on our continuing partnership with our affiliate websites and major search engines around the world.

Taxation—Material United States Federal Income Tax Considerations.” We cannot assure you that we were not a PFIC for 2024 or that we will not be a PFIC for 2025 or any future taxable year.

Taxation—Material United States Federal Income Tax Considerations.” We cannot assure you that we were not a PFIC for 2025 or that we will not be a PFIC for 2026 or any future taxable year.

For the years ended December 31, 2022, 2023 and 2024, LightInTheBox Holding Co., Ltd. received cash transfers of $2.2 million, $4.2 million and $1.9 million, respectively, from our wholly owned Hong Kong subsidiary, Light In The Box Limited.

For the years ended December 31, 2023, 2024 and 2025, LightInTheBox Holding Co., Ltd. received cash transfers of $4.2 million, $1.9 million and $1.8 million, respectively, from our wholly owned Hong Kong subsidiary, Light In The Box Limited.

Our product mix may experience quarterly shifts which may cause our margins to fluctuate from quarter to quarter. 9 Table of Contents Due to the foregoing factors, our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.

Our product mix may experience quarterly shifts which may cause our margins to fluctuate from quarter to quarter. Due to the foregoing factors, our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.

Any measures taken by the PRC authorities to regulate or exert more control over securities offerings conducted overseas and foreign investments in China-based issuers may limit or hinder our ability to offer or continue to offer securities to investors, and the price of our ADSs may decline significantly, leading to a material adverse effect on the value of investments in our ADSs by investors. Our PRC counsel, Han Kun Law Offices, has advised us that, as of the date of this annual report, we and our PRC subsidiaries have received from relevant PRC authorities all requisite licenses, permissions, approvals or certificates needed for operations in China, and no permission or approval has been denied.

Any measures taken by the PRC authorities to regulate or exert more control over securities offerings conducted overseas and foreign investments in China-based issuers may limit or hinder our ability to offer or continue to offer securities to investors, and the price of our ADSs may decline significantly, leading to a material adverse effect on the value of investments in our ADSs by investors. As of the date of this annual report, we and our PRC subsidiaries have received from relevant PRC authorities all requisite licenses, permissions, approvals or certificates needed for operations in China, and no permission or approval has been denied.

Risk Factors.” ● Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business operations. ● Changes in international trade policies and international barriers to trade, or the emergence of a trade war, may have an adverse effect on our business and transformation strategies. ● The online apparel industry is intensely competitive and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations. ● We face a number of challenges in the operation and transformation of our business. ● We are undergoing a strategic transformation from a traditional e-commerce retail into brand-focused apparel design with the launch of our new brands.

A. [Reserved] B. Capitalization and Indebtednes Not Applicable. C. Reasons for the Offer and Use of Proceeds Not Applicable. D.

A. [Reserved] B. Capitalization and Indebtedness Not Applicable. C. Reasons for the Offer and Use of Proceeds Not Applicable. D.

For the years ended December 31, 2022, 2023 and 2024, no assets other than above cash transactions were transferred between our Cayman Islands holding company and a subsidiary, no subsidiaries paid dividends or made other distributions to the holding company. For further details, please see Note 20 to our audited consolidated financial statements included in this annual report.

For the years ended December 31, 2023, 2024 and 2025, no assets other than above cash transactions were transferred between our Cayman Islands holding company and a subsidiary, no subsidiaries paid dividends or made other distributions to the holding company. For further details, please see Schedule I to our audited consolidated financial statements included in this annual report.

As advised by our PRC counsel, Han Kun Law Offices, even though we are not required to complete the filing procedures with the CSRC for our historical issuance of securities, we may be required by the Trial Measures to file with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.

Even though we are not required to complete the filing procedures with the CSRC for our historical issuance of securities, we may be required by the Trial Measures to file with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.

However, we may not be able to achieve our goals in a short period of time and our marketing efforts may not achieve expected results. Such efforts may also be jeopardized if we fail to maintain high product quality, fulfill orders for popular items, maintain and enhance high customer experience, provide high quality customer services, or offer efficient and reliable delivery.

However, we may not be able to achieve our goals in the near term and our marketing efforts may not deliver expected results. Such efforts may also be jeopardized if we fail to maintain high product quality, fulfill orders for popular items, maintain and enhance high customer experience, provide high quality customer services, or offer efficient and reliable delivery.

Since our ADSs became listed on the New York Stock Exchange (“ NYSE ”) on June 6, 2013, the trading price of our ADSs have ranged from US$1.0 to US$133.26 per ADS and the last reported trading price on February 28, 2025 was US$1.02 per ADS.

We generated net cash inflow of $35.8 million from operating activities in 2022, net cash outflow of $20.7 million from operating activities in 2023, and net cash outflow of $48.2 million from operating activities in 2024, respectively, and we may experience negative cash flows in the future.

We had net cash outflow from operating activities of $20.7 million and $48.2 million 2023 and 2024, respectively, while we generated net cash inflow from operating activities of $6.2 million in 2025. We may experience negative cash flows from operating activities in the future.

On July 1, 2015, the Standing Committee of the National People’s Congress issued the National Security Law, which came into effect on the same day. On November 7, 2016, the Standing Committee of the National People’s Congress issued the Cyber Security Law, which came into effect on June 1, 2017.

We may incur net losses and experience net current liabilities and negative cash flow from operating activities and, as a result, these raise substantial doubt about our ability to continue as a going concern. ● We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We may incur net losses and experience net current liabilities and negative cash flow from operating activities and, as a result, we may need to obtain additional capital in the future. ● We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

Yuanjun Ye mainly reside in mainland China, while the other directors and officers all reside in the United States and all or a substantial portion of their assets are located outside of the United States.

Suhai Ji mainly reside in mainland Chinawhile the other directors and officers all reside in the United States and all or a substantial portion of their assets are located outside of the United States.

As of December 31, 2024, we had 220,668,763 ordinary shares outstanding, including 89,948,302 ordinary shares represented by ADSs. All our ordinary shares represented by ADSs were freely transferable by persons other than our “affiliates” without restriction or additional registration under the Securities Act of 1933, as amended, or Securities Act.

As of December 31, 2025, we had 217,063,339 ordinary shares outstanding, including 138,184,554 ordinary shares represented by ADSs. All our ordinary shares represented by ADSs were freely transferable by persons other than our “affiliates” without restriction or additional registration under the Securities Act of 1933, as amended, or Securities Act.

The new U.S. administration has threatened to broadly impose tariffs on products from other countries, which could lead to corresponding punitive actions by the countries with which the U.S. trades. As we are selling goods to customers globally, any unfavorable changes in international trade policies and international barriers to trade, such as capital controls or tariffs, may affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. Any international trade policies and barriers to trade could ultimately result in to a trade war, which would have an adverse effect on manufacturing levels, trade levels and industries, including logistics, retail sales and other businesses and services that rely on trade, commerce and manufacturing.

Following this transitional tariff regime, permanent EU customs changes expected in 2028 may impose additional and variable duty costs, further heightening uncertainty. As we are selling goods to customers globally, any unfavorable changes in international trade policies and international barriers to trade, such as capital controls or tariffs, may affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. Any international trade policies and barriers to trade could ultimately result in to a trade war, which would have an adverse effect on manufacturing levels, trade levels and industries, including logistics, retail sales and other businesses and services that rely on trade, commerce and manufacturing.

We may incur net losses and experience net current liabilities and negative cash flow from operating activities and, as a result, these raise substantial doubt about our ability to continue as a going concern. We incurred loss from operations of $14.2 million, $10.4 million and $2.2 million in 2022, 2023 and 2024, respectively, and we may incur losses in the future.

Furthermore, as search engine marketing is based on a bidding system, other online advertisers may outbid us on our chosen advertising keywords, which may cause us to increase our marketing expenses and adversely affect our results of operations. We rely on third-party suppliers for our products and any change and deterioration in such partnership may materially and adversely affect our business, financial condition and results of operations. As of December 31, 2024, we sourced our products from around 500 selected active suppliers.

This may cause us to increase our marketing expenses to maintain traffic and visibility and adversely affect our results of operations. We rely on third-party suppliers for our products and any change and deterioration in such partnership may materially and adversely affect our business, financial condition and results of operations. As of December 31, 2025, we sourced our products from around 450 selected active suppliers.

On March 26, 2025, we submitted a business plan to NYSE that demonstrates compliance with Section 802.01B of the NYSE Listed Company Manual with 18 months of receipt of the letter for their review. If our business plan is not accepted, the NYSE will initiate delisting proceedings. We are closely monitoring our market capitalization.

On March 26, 2025, we submitted a business plan to NYSE that demonstrates compliance with Section 802.01B of the NYSE Listed Company Manual with 18 months of receipt of the letter for their review. On May 13, 2025, our business plan was accepted by the NYSE, and we have until June 26, 2026 to regain compliance.

We experienced net current liabilities of $47.5 million and $50.6 million as of December 31, 2023 and 2024, respectively, and we may continue to experience net current liabilities in the future.

Although we generated income from operations of $8.0 million in 2025, we may incur losses in the future. We had net current liabilities of $47.5 million, $50.6 million and $39.9 million as of December 31, 2023, 2024 and 2025, respectively, and we may continue to have net current liabilities in the future.

Any failure to execute our transforming strategies effectively may materially and adversely affect our business and prospects. In response to evolving market dynamics and consumer preferences, we are undergoing a strategic transformation from a traditional e-commerce platform to a company focusing on developing proprietary brands and designing its our apparel collections.

Any failure to execute our transforming strategies effectively may materially and adversely affect our business and prospects. In response to evolving market dynamics and intense competition, we are undergoing a strategic transformation from a traditional e-commerce platform to a consumer lifestyle company, by capturing consumer preferences and sentiment to offer differentiated products, driving customer engagement through deep emotional resonance.

President Donald Trump has introduced significant changes in trade policies, including imposition of new tariffs and other trade restrictions that could affect cross-border commerce.

President Donald Trump has introduced significant changes in trade policies, including imposition of new tariffs and other trade restrictions that could affect cross-border commerce. In recent years, the U.S. administration has implemented and adjusted a range of trade policies and tariff measures affecting imports from China, resulting in periods of heightened trade tensions and increased restrictions on cross-border commerce.

If we are unable to raise sufficient financing or events or circumstances occur such that the Group does not meet its strategic plans, we will be required to reduce certain discretionary spending, alter or scale development programs, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve its intended business objectives. 18 Table of Contents We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. LightInTheBox Holding Co., Ltd. is a holding company incorporated in the Cayman Islands.

We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. LightInTheBox Holding Co., Ltd. is a holding company incorporated in the Cayman Islands.

Our advertising publishing partners for our affiliate marketing programs may cease, suspend or change the business terms in which we work with them. Search engines may introduce new products and features or modify their page ranking algorithms, which may make our marketing efforts more challenging and costly, or reduce our web traffic.

Our advertising publishing partners for our affiliate marketing programs may terminate, suspend or change the business terms under which we work with them.

If our existing suppliers cannot meet these requirements effectively, we will need to source from new suppliers, which may be costly and time-consuming.

In particular, the longstanding €150 low-value parcel customs duty exemption will be abolished, effective July 1, 2026. 10 Table of Contents We must also maintain partnership with suppliers who can adapt to fast-changing consumer preferences. If our existing suppliers cannot meet these requirements effectively, we will need to source from new suppliers, which may be costly and time-consuming.

For example, we experienced certain cost pressure and challenging global economic conditions from the third quarter of 2021, which caused our results to be materially affected by external factors including higher than anticipated digital advertising cost, new European laws on VAT and market regulation on certain products, and changes in consumer sentiment and spending. We must also maintain partnership with suppliers who can adapt to fast-changing consumer preferences.

We have faced and continued to face certain cost pressure and challenging global economic conditions including higher than anticipated digital advertising cost, market regulation on certain products, changes in consumer sentiment and spending, as well as upcoming changes to EU customs regulations.

Removed

On February 1, 2025, the United States imposed additional 10% tariffs on Chinese imports, which China responded with retaliatory tariffs on selected U.S.-origin goods, and the U.S. announced tariffs of 25% on imports from Canada and Mexico, the implementation of which were subsequently delayed for one month following negotiations with Canada and Mexico.

Added

In early 2025, bilateral trade tensions intensified and led to elevated tariff levels on certain Chinese-origin goods. Beginning in November 2025, certain tariff measures were temporarily suspended or reduced, and such easing measures are currently expected to remain in place through November 2026. However, other tariffs remain in effect, and these arrangements are subject to expiration, modification or reversal.

Removed

On March 4, 2025, these tariffs of 25% on imports of Canadian and Mexican products became effective, and the U.S. imposed additional tariffs of 10% on imports from China, on top of those imposed on February 1, 2025, and Canada and China responded with tariffs on additional U.S.-origin goods.

Added

The U.S. administration has also indicated that trade policies and enforcement actions may continue to evolve, and further changes or escalations in tariffs or other trade restrictions could occur in the future. In addition to U.S. trade measures, the European Union has adopted significant customs reforms affecting cross-border e-commerce.

Removed

In addition, on February 7, 2025, the United States suspended the de minis entry, which goods from mainland China and Hong Kong are no longer benefit from the de minimis exemption for shipments with a retail value of $800 or less that are imported by one person in one day.

Added

Effective July 1, 2026, the EU will abolish the longstanding customs duty exemption for low-value parcels valued at €150 or less and impose a temporary fixed customs duty of €3 per tariff item category on such parcels imported from non-EU jurisdictions.

Removed

The US has also recently threatened to increase port fees for Chinese-built or owned ships.

Added

This change will materially increase our direct shipping and import costs, reduce gross margins, require system and process modifications for customs compliance, and may force pricing adjustments that could reduce demand and competitiveness in the EU market.

Removed

We are undergoing a strategic transformation from a traditional e-commerce retail into brand-focused apparel design with the launch of our new brands.

Added

We are undergoing a strategic transformation from a traditional ecommerce retailer into a consumer lifestyle company.

Removed

This shift aims to enhance product quality, strengthen brand identity, and improve profitability by offering unique, design-driven products that resonate with customers. We anticipate spending significant resources on pattern making, branding and designing, supply chain upgrades, fulfillment efficiency, technologies and infrastructures in order to provide our customers with unique products and user experience.

Added

The Company offers highly customized non-standard products during western festivals, holidays and special occasions, meeting consumers’ emotional and lifestyle needs. Such events-driven positioning allows the Company to address the sentimental rather than purely functional needs of global consumers, thereby delivering a joyful lifestyle to its customers.

Removed

These conditions and events, considered in aggregate, raise substantial doubt about our ability to continue as a going concern.

Added

To further complement and strengthen our positioning as a consumer lifestyle company, we also adopt a brand matrix strategy by launching three proprietary apparel brands successively since 2024 in women’s fashion, sports apparel and light party dress.

Removed

We intend to continue implementing various measures to improve operating efficiencies and liquidity including: (1) improve gross margin through implementing our brand matrix strategies, improving brand identity, and offering design-driven products; (2) enhance customer retention and repeated purchase; (3) optimize marketing and selling efficiency; (4) seek for more credit facilities or other financing.

Added

These brands build around the social attributes of women aged 30 and above, delivering emotional value and a more relaxed, enjoyable lifestyle experience across scenarios such as vacations, social sports, and parties. We anticipate spending significant resources on pattern making, branding and designing, supply chain upgrades, fulfilment efficiency, technologies and Infrastructures.

Removed

These measures may not alleviate the substantial doubt of our ability to continue as a going concern.

Added

Search engines and social media platforms may introduce new products and features or modify their page ranking algorithms, which maymaterially increase the complexity and cost of our marketing activities, reduce our online visibility, or lower our web traffic.

Removed

There can be no assurance that we will be successful in achieving its strategic plans, that our future fund raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all.

Added

Furthermore, search engine and social media marketing operate auction-based bidding system, under which competitors may outbid us on our chosen advertising keywords.

Added

We expect our costs and expenses, especially our selling and marketing expenses, to increase as we expand our operations.

Added

Our ability to achieve and maintain profitability and positive cash flow from operating activities depends on various factors, including but not limited to, the acceptance of our products by customers, the growth and maintenance of our customer base, our ability to control our costs and expenses and grow our revenues and the effectiveness of our selling and marketing activities.

Added

We may not be able to achieve or sustain profitability or positive cash flow from operating activities, and if we achieve positive operating cash flow, it may not be sufficient to satisfy our anticipated capital expenditures and other cash needs.

Added

As such, we may not be able to fund our operating expenses and expenditures and may be unable to fulfill our financial obligations as they become due, which may result in voluntary or involuntary dissolution or liquidation proceeding of our Company and a total loss of your investment. 18 Table of Contents Historically, we have financed our operations to date primarily with proceeds from the issuance of our preferred shares and the net proceeds of our initial public offering and subsequent private placements, bank loans and cash inflow from operating activities.

Added

As of December 31, 2025, we had approximately $25.9 million in cash and cash equivalents and restricted cash. We expect that our existing cash and cash equivalents and restricted cash will be sufficient to fund our capital requirements for at least the next 12 months. However, we may need to raise additional capital to fund our continued operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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2024 filing

2025 filing

For proprietors claiming ownership of unregistered trademarks, they may have a right of action by way of common law rights relating to the tort of passing off. EU An EU trademark have a unitary character. It has equal effect throughout the Union. An EU trademark shall be obtained by registration.

For proprietors claiming ownership of unregistered trademarks, they may have a right of action by way of common law rights relating to the tort of passing off. EU An EU trademark has a unitary character. It has equal effect throughout the Union. An EU trademark shall be obtained by registration.

In the PRC, according to the Notice on the Taxation Policies for Cross-border E-Commerce Retail Export, or the E-Commerce Export Taxation Notice, which was jointly issued by the MOF and the State Tax Administration(“STA”) and took effect on January 1, 2014, an e-commerce export enterprise may be exempt from or refunded with consumption tax and VAT upon satisfaction of certain conditions or requirements under such notice.

In the PRC, according to the Notice on the Taxation Policies for Cross-border E-Commerce Retail Export, or the E-Commerce Export Taxation Notice, which was jointly issued by the MOF and the State Taxation Administration(“STA”) and took effect on January 1, 2014, an e-commerce export enterprise may be exempt from or refunded with consumption tax and VAT upon satisfaction of certain conditions or requirements under such notice.

All of our websites and mobile applications are supported by a common back-end technology platform, allowing for centralized inventory management across all of our websites. We have made our websites and mobile applications easily accessible by users on their mobile devices.

Any person use in commerce any reproduction, counterfeit, copy, or colorable imitation of a registered mark in connection with the sale, offering for sale, distribution, or advertising of any goods or services on or in connection with which such use is likely to cause confusion, or to cause mistake, or to deceive; or reproduce, counterfeit, copy, or colorably imitate a registered mark and apply such reproduction, counterfeit, copy, or colorable imitation to labels, signs, prints, packages, wrappers, receptacles or advertisements intended to be used in commerce upon or in connection with the sale, offering for sale, distribution, or advertising of goods or services on or in connection with which such use is likely to cause confusion, or to cause mistake, or to deceive, shall be liable in a civil action by the registrant for the remedies.

Any person use in commerce any reproduction, counterfeit, copy, or colorable imitation of a registered mark in connection with the sale, offering for sale, distribution, or advertising of any goods or services on or in connection with which such use is likely to cause confusion, or to cause mistake, or to deceive; or reproduce, counterfeit, copy, or colorab imitate a registered mark and apply such reproduction, counterfeit, copy, or colorable imitation to labels, signs, prints, packages, wrappers, receptacles or advertisements intended to be used in commerce upon or in connection with the sale, offering for sale, distribution, or advertising of goods or services on or in connection with which such use is likely to cause confusion, or to cause mistake, or to deceive, shall be liable in a civil action by the registrant for the remedies.

Our dedicated shopping application works with the iPhone TM , the iPad TM and the Android TM to enhance the mobile shopping experience of our users. Our websites and mobile applications offer customers a rich shopping experience and includes comprehensive information on our entire line of products such as rich media presentation and multilingual description.

Our dedicated shopping application works with the iPhone TM , the iPad TM and the Android TM to enhance the mobile shopping experience of our users. Our websites and mobile applications offer customers a rich shopping experience and include comprehensive information on our entire line of products such as rich media presentation and multilingual description.

We have registered domain names for all of our websites, including www.lightinthebox.com, www.ador.com and www.ezbuy.sg . We have in total 304 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.

We have registered domain names for all of our websites, including www.lightinthebox.com, www.ador.com and www.ezbuy.sg. We have in total 317 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.

New legislations or regulations, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes or regulatory restrictions on our business. Many states in the United States have passed laws requiring notification to subscribers when there is a security breach of personal data.

New legislations or regulations, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes or regulatory restrictions on our business. 42 Table of Contents Many states in the United States have passed laws requiring notification to subscribers when there is a security breach of personal data.

As we perform extensive data analysis on our product presentation and customer purchasing decisions, we believe that we can effectively conduct targeted promotional activities, identify optimal pricing points for each product and generate strong product sales and gross-margin performance. Payment and Order Fulfillment Payment Our customers may choose from a wide range of payment methods.

As we perform extensive data analysis on our product presentation and customer purchasing decisions, we believe that we can effectively conduct targeted promotional activities, identify optimal pricing points for each product and generate strong product sales and gross-margin performance. 38 Table of Contents Payment and Order Fulfillment Payment Our customers may choose from a wide range of payment methods.

Risk Factors—Risks Related to Our Business and Industry—Products manufactured by our suppliers may be defective or inferior in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation.” 41 Table of Contents Seasonality We experience seasonality in our business, reflecting seasonal fluctuations in online and offline sales patterns in general and for our products.

Risk Factors—Risks Related to Our Business and Industry—Products manufactured by our suppliers may be defective or inferior in quality or infringe on the intellectual property rights of others, which may materially and adversely affect our business and our reputation.” Seasonality We experience seasonality in our business, reflecting seasonal fluctuations in online and offline sales patterns in general and for our products.

Our systems are integrated to allow a seamless communication of data regarding our customers, their orders, product availability information and logistics information. 40 Table of Contents Our open application programming interface approach allows us to integrate and work with third-party websites including social network sites, electronic payment platforms, other online distribution outlets and analytic systems.

Our systems are integrated to allow a seamless communication of data regarding our customers, their orders, product availability information and logistics information. Our open application programming interface approach allows us to integrate and work with third-party websites including social network sites, electronic payment platforms, other online distribution outlets and analytic systems.

We employ a combination of our own proprietary technology and advanced third-party infrastructure to manage and optimize our cost-per-click advertising and to discover long-tail multilingual keywords that are most likely to offer a positive return on investment. We display contextual advertising through major search engines’ advertising networks on a cost-per-click basis.

We employ a combination of our own proprietary technology and advanced third-party infrastructure to manage and optimize our cost-per-click advertising and to discover long-tail multilingual keywords that are most likely to offer a positive return on investment. 39 Table of Contents We display contextual advertising through major search engines’ advertising networks on a cost-per-click basis.

The following table sets forth a summary of our leased properties as of the date of this annual report: Size Location (in square meters) Usage of Property Singapore 18,979 Sales and operation, customer service and warehouse the United States 1,042 Boutique, design and warehouse Shanghai, PRC 2,781 Research and development, sales and operation, customer service and administrative functions Beijing, PRC 1,046 Sales and operation, research and development, administrative functions Chengdu, PRC 300 Research and development Dongguan, PRC 17,200 Warehouse Guangzhou, PRC 3,801 Sales and operation, patten making and manufacture of our proprietary products Changsha, PRC 7,560 Patten making and manufacture of our proprietary products We believe that our existing facilities are adequate for our current business operations and we will be able to enter into lease arrangements on commercially reasonable terms for future development. ITEM 4A.

The following table sets forth a summary of our leased properties as of the date of this annual report: Size Location (in square meters) Usage of Property Singapore 18,979 Sales and operation, customer service and warehouse the United States 1,042 Boutique, design and warehouse Shanghai, PRC 2,781 Research and development, sales and operation, customer service and administrative functions Beijing, PRC 1,046 Sales and operation, research and development, administrative functions Chengdu, PRC 300 Research and development Dongguan, PRC 17,200 Warehouse Guangzhou, PRC 1,917 Sales and operation, patten making and manufacture of our proprietary products We believe that our existing facilities are adequate for our current business operations and we will be able to enter into lease arrangements on commercially reasonable terms for future development. ITEM 4A.

Compliance with the GDPR is a rigorous and time-intensive process that may increase the cost of our business operations or requires us to change our business practice. US There is no uniform privacy protection legislation in the United States; instead, privacy is primarily protected through industry legislation and state legislation.

Compliance with the GDPR is a rigorous and time-intensive process that may increase the cost of our business operations or requires us to change our business practice. 43 Table of Contents US There is no uniform privacy protection legislation in the United States; instead, privacy is primarily protected through industry legislation and state legislation.

In general, an infringer of copyright is liable for either actual damages and profits or statutory damages in a sum of not less than $750 or more than $30,000 as the court considers just. 46 Table of Contents PRC Copyright in the PRC is protected by the PRC Copyright Law and its implementing regulations.

In general, an infringer of copyright is liable for either actual damages and profits or statutory damages in a sum of not less than $750 or more than $30,000 as the court considers just. PRC Copyright in the PRC is protected by the PRC Copyright Law and its implementing regulations.

If the product may cause personal injury and illness during normal use and when touched by children, it should also be noted on the label. 44 Table of Contents Poison Prevention Packaging Act (PPPA) which was implemented in 1970, requires some household appliances to have child-proof packaging to prevent children from being harmed.

If the product may cause personal injury and illness during normal use and when touched by children, it should also be noted on the label. Poison Prevention Packaging Act (PPPA) which was implemented in 1970, requires some household appliances to have child-proof packaging to prevent children from being harmed.

Our front-end modules support the operation of our user-interface, including PC websites, mobile websites and Apps, functions including user account management, website homepages, search functions, category browsing, product display pages, online shopping carts, payment and order management functions. ● Back-end Modules .

Therefore, we emphasize quality control and, as of December 31, 2024, we had built a quality control department with approximately 8 employees. As we source a majority of our products from suppliers, we have implemented a series of quality control measures to ensure that the products they provide meet our specifications and standards.

Therefore, we emphasize quality control and, as of December 31, 2025, we had built a quality control department with approximately 7 employees. As we source a majority of our products from suppliers, we have implemented a series of quality control measures to ensure that the products they provide meet our specifications and standards.

We have also established online communities to foster customer peer sharing. Our Product Offerings We offer customers products through our websites and mobile applications. We have established dedicated management teams with strong expertise in their individual categories.

We have also established online communities to foster customer peer sharing. 37 Table of Contents Our Product Offerings We offer customers products through our websites and mobile applications. We have established dedicated management teams with strong expertise in their individual categories.

For example, the California government passed the California Consumer Protection Act (hereinafter referred to as CCPA) on June 28, which took effect on January 1, 2020 which is designed to strengthen consumer privacy and data security protections and is considered to be the most stringent consumer data privacy protection legislation in the United States.

Foreign exchange transactions related to direct investment, loans and investment in securities outside China are still subject to limitations and require approval from the SAFE. 48 Table of Contents Regulations on Tax Value Added Tax / Sales and use tax / Goods and Services Tax In European Union, new VAT rules on cross-border business-to-consumer (B2C) e-commerce activities have come into effect since July 1, 2021.

Foreign exchange transactions related to direct investment, loans and investment in securities outside China are still subject to limitations and require approval from the SAFE. Regulations on Tax Value Added Tax / Sales and use tax / Goods and Services Tax In European Union, new VAT rules on cross-border business-to-consumer (B2C) e-commerce activities have been effect since July 1, 2021.

Income Tax Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% with respect to the profit generated from Hongkong. Our subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17% with respect to the profit generated from Singapore.

Income Tax Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% with respect to the profit generated from Hong Kong. 49 Table of Contents Our subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17% with respect to the profit generated from Singapore.

Our design teams also assist us with our product selection and product presentation to maximize the appeal of our product offerings. 37 Table of Contents Our Partnership with Suppliers We have a comprehensive supplier qualification system and have around 500 selected active suppliers accordingly.

Our design teams also assist us with our product selection and product presentation to maximize the appeal of our product offerings. Our Partnership with Suppliers We have a comprehensive supplier qualification system and have around 450 selected active suppliers accordingly.

Business Overview Overview We are a global specialty retail company, providing a diverse range of affordable lifestyle products directly to consumers worldwide since 2007.

Business Overview Overview We are a global e-commerce company, providing a diverse range of affordable lifestyle products directly to consumers worldwide since 2007.

We are subject to these legislations. 43 Table of Contents Regulations Relating to Consumer Protection Singapore Doing business in Singapore requires compliance with the Consumer Protection (Consumer Goods Safety Requirements) Regulations (CGSR), which are designed to protect consumers from unsafe general consumer goods such as toys, children’s products, clothing, sports and recreational products, furniture, mattresses and bedding, and DIY tools.

Regulations Relating to Consumer Protection Singapore Doing business in Singapore requires compliance with the Consumer Protection (Consumer Goods Safety Requirements) Regulations (CGSR), which are designed to protect consumers from unsafe general consumer goods such as toys, children’s products, clothing, sports and recreational products, furniture, mattresses and bedding, and DIY tools.

In addition, we conduct offline marketing in certain countries to maximize the overall coverage of our marketing campaigns. 39 Table of Contents We also focused on providing our customers with a rich shopping experience, which drives customer recommendations, foster customer sharing and encourages repeat customer visits.

In addition, we conduct offline marketing in certain countries to maximize the overall coverage of our marketing campaigns. We also focuse on providing our customers with a rich shopping experience, which drives customer recommendations, fosters customer sharing and encourages repeat customer visits.

US A work first published in the United States is copyrighted in the United States. Works published outside the United States are copyrighted under agreements between their countries and the United States or under international treaties to which they are parties, and also protected by U.S. law.

Works published outside the United States are copyrighted under agreements between their countries and the United States or under international treaties to which they are parties, and also protected by U.S. law.

Trademarks are registered with the Trademark Office of China National Intellectual Property Administration. Any sign that distinguishes the goods of a natural person, legal person, or other organizations from those of others, including any word, device, letter, number, three-dimensional sign, color combination, sound and combination thereof, may be registered as a trademark except otherwise prohibited by law.

Any sign that distinguishes the goods of a natural person, legal person, or other organizations from those of others, including any word, device, letter, number, three-dimensional sign, color combination, sound and combination thereof, may be registered as a trademark except otherwise prohibited by law.

Each Member State is required to take measures to ensure that right holders can claim damages and/or apply for a temporary injunction against infringement and may request the confiscation of the infringing material and equipment, products or parts related to the technical measures in question, as appropriate.

As of the date of this annual report, we actively managed millions of keywords in 20 languages and display advertising on over 800,000 publisher sites around the world. Furthermore, we have established a specialized social marketing team to promote our brand and presence across major global social networking platforms.

As of the date of this annual report, we actively utilized a hybrid marketing strategy managing millions of keywords and automated product listing advertisement in 20 languages, while conducting display advertising on over 800,000 publisher sites around the world. Furthermore, we have established a specialized social marketing team to promote our brand and presence across major global social networking platforms.

We also have 71 copyrights registered in the U.S. and in total 60 registered computer software copyrights in China and the United States, and two registered patents in the United States and two registered patents in China. In addition to the protection of our intellectual property, we also focused on ensuring that our product offerings do not infringe the intellectual property of others.

We also have 87 copyrights registered in the U.S. and in total 84 registered computer software copyrights in China and the United States, and two registered patents in the United States and one registered patent in China. 41 Table of Contents In addition to the protection of our intellectual property, we also focused on ensuring that our product offerings do not infringe the intellectual property of others.

The Employment of Foreign Manpower Act sets out the rules and regulations for the employment of foreign workers in Singapore. If our Singapore subsidiaries wish to employ foreign workers, they are required to apply for work permits or employment passes for them, and there are quotas and levies that apply to the employment of foreign workers.

If our Singapore subsidiaries wish to employ foreign workers, they are required to apply for work permits or employment passes for them, and there are quotas and levies that apply to the employment of foreign workers.

Generally, if products are returned for quality issues, damage during shipping, failure to conform to specifications, allergic reactions, we will provide refund upon return policy. Customized apparel return requests are subject to additional restrictions due to the personalized nature of such products.

Refund and Exchange We have implemented refund and exchange policies specific to each of our product categories. Generally, if products are returned for quality issues, damage during shipping, failure to conform to specifications, allergic reactions, we will provide refund upon return policy. Customized apparel return requests are subject to additional restrictions due to the personalized nature of such products.

In a case involving the use of a counterfeit mark in connection with the sale, offering for sale, or distribution of goods or services, the plaintiff may elect, at any time before final judgment is rendered by the trial court, to recover, instead of actual damages and profits under subsection (a), an award of statutory damages for any such use in connection with the sale, offering for sale, or distribution of goods or services 47 Table of Contents PRC Registered trademarks are protected under the PRC Trademark Law and related rules and regulations.

When the damages are not found by a jury, the court shall assess them. In either event the court may increase the damages up to three times the amount found or assessed.

When the damages are not found by a jury, the court shall assess them. In either event the court may increase the damages up to three times the amount found or assessed. The court in exceptional cases may award reasonable attorney fees to the prevailing party.

A patent is valid for a term of 20 years in the case of an invention, and a term of 10 and 15 years in the case of utility models and designs respectively, each starting from the filing date.

PRC The PRC Patent Law provides three types of patents including invention, utility model, and design. A patent is valid for a term of 20 years in the case of an invention, and a term of 10 and 15 years in the case of utility models and designs respectively, each starting from the filing date.

Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. The following sets forth a summary of the major rules and regulations that affect our business activities. Regulations Relating to Data Privacy Protection As we continue to sell our products into international markets, we will be subject to the laws in the jurisdictions where we operate and where our consumers, users, merchants, customers and other participants are located. 42 Table of Contents Singapore Our Singapore subsidiaries are subject to the Personal Data Protection Act 2012 (PDPA), which is administered and enforced by the Personal Data Protection Commission (PDPC), and governs the collection, use and disclosure of the personal data of individuals by organizations.

In infringement proceedings, the proprietor of an EU trade mark shall not be entitled to prohibit the use of a later registered national trade mark where that later registered national trade mark would not be declared invalid pursuant to Article 8 or Article 9(1) or (2), or Article 46(3) of Directive (EU) 2015/2436 of the European Parliament and of the Council (1).Where the proprietor of an EU trade mark is not entitled to prohibit the use of a later registered trade mark, the proprietor of that later registered trade mark shall not be entitled to prohibit the use of that earlier EU trade mark in infringement proceedings.

Our subsidiaries incorporated in the PRC are subject to the general corporate tax of 25%, except for Shanghai Light In The Box Information Technology Co., Ltd.

Our subsidiaries incorporated in the PRC are subject to the general corporate tax of 25%, except for Beijing Light In The Box Information Technology Co., Ltd. (“Beijing Lanting”), which is subject to 15% of corporate tax rate from 2024 to 2026, and Shanghai Light In The Box Information Technology Co., Ltd.

Pursuant to the Double Taxation Avoidance Arrangement, dividends that Light In The Box Limited receives from our PRC subsidiaries may be subject to withholding tax at a rate of 5%, provided that the conditions and requirements under the Double Taxation Avoidance Arrangement have been satisfied, and subject to the assessment and approval of our relevant local tax authority. 49 Table of Contents Labor Laws In Singapore, employment is regulated by the Ministry of Manpower (MOM), which sets out rules and regulations to protect both employers and employees.

We also pay close attention to reviews of our business or products on our or third-party websites in order to promptly address customer complaints and to improve our shopping experience and product offerings. Our customer service infrastructure now leverages generative AI to efficiently manage the vast majority of standard inquiries in over 20 languages.

Foreign Exchange Relating to FIEs Under current Chinese regulations, Renminbi are freely convertible for trade and service-related transactions denominated in foreign currency, but not for direct investment, loans or investments in securities outside China without the prior approval of the SAFE or its local branches.

Payments to the suppliers and service providers in the PRC are made after the approval by local SAFE, with the provision of relevant exporting documents including customer order details, payment records, shipping, delivery tracking and related service agreements. 48 Table of Contents Foreign Exchange Relating to FIEs Under current Chinese regulations, Renminbi are freely convertible for trade and service-related transactions denominated in foreign currency, but not for direct investment, loans or investments in securities outside China without the prior approval of the SAFE or its local branches.

To mitigate the uncertainties in our corporate structure and exert full control on our operating entities, we transferred operations in the VIEs to our wholly-owned entities and unwound the VIEs arrangements that were intended to support the operations of our PRC subsidiaries, which were no longer in operation by 2022.As a result, the contractual arrangements between our wholly-owned entities and the relevant VIEs were terminated, which includes Exclusive and Technical Support and Consulting Service Agreements, Powers of Attorney, Exclusive Option Agreements, Loan Agreements, Share Pledge Agreements and Spousal Consent Letters.

Our full-time and part-time customer service representatives are able to provide customer services in over 20 languages, and most of these representatives are local native speakers. We primarily provide customer services through electronic communications, including real-time online chat, e-mails and messages posted on our websites and mobile applications or through social media networks. Our websites and mobile applications also offer a variety of self-help features.

For complex interactions requiring cultural nuance, our native-speaking human representatives remain available to provide specialized support, ensuring a seamless hybrid service experience. We primarily provide customer services through electronic communications, including real-time online chat, e-mails and messages posted on our websites and mobile applications or through social media networks. Our websites and mobile applications also offer a variety of self-help features.

The Employment Act is the main employment law in Singapore, which sets out the basic terms and conditions of employment for most employees, including working hours, rest days, overtime pay, and other benefits. The Employment Act covers most employees in Singapore, except for seafarers, domestic workers, and some managers and executives.

Labor Laws In Singapore, employment is regulated by the Ministry of Manpower (MOM), which sets out rules and regulations to protect both employers and employees. The Employment Act is the main employment law in Singapore, which sets out the basic terms and conditions of employment for most employees, including working hours, rest days, overtime pay, and other benefits.

US There are three ways to apply for a patent in the U.S.: (1) applying directly, (2) applying through the Paris Convention; (3) applying through the Patent Cooperation Treaty (PCT).

The rights conferred by the Community patent may be invoked against a licensee who breaches any restriction in the licensing contract. 45 Table of Contents US There are three ways to apply for a patent in the U.S.: (1) applying directly, (2) applying through the Paris Convention; (3) applying through the Patent Cooperation Treaty (PCT).

The Community patent may be licensed in whole or in part for all or part of the Community. These licenses may be exclusive or non-exclusive. The rights conferred by the Community patent may be invoked against a licensee who breaches any restriction in the licensing contract.

The Community patent may be licensed in whole or in part for all or part of the Community. These licenses may be exclusive or non-exclusive.

US In the United States, the Consumer Product Safety Act (CPSA) provides the Consumer Product Safety Commission (CPSC) with the authority to establish new standards when there is no other available standards for reference.

For France, the requirement to the EPR is provided for in the Anti-Wast and Circular Economy Law with the aim of limiting waste and preserving natural resources, biodiversity and the climate. 44 Table of Contents US In the United States, the Consumer Product Safety Act (CPSA) provides the Consumer Product Safety Commission (CPSC) with the authority to establish new standards when there is no other available standards for reference.

Products are then delivered from our suppliers to our warehouses for quality inspection before being shipped out to our customers by third-party couriers. We regularly monitor our order fulfillment process and solicit customer feedback to ensure fulfillment accuracy. We offer different delivery options to our customers, including expedited express, priority lines and international postal services.

We regularly monitor our order fulfillment process and solicit customer feedback to ensure fulfillment accuracy. We offer different delivery options to our customers, including expedited express, priority lines and international postal services. We partner with third-party carriers in all regions except for in Singapore, where we manage the local delivery by our employees.

The Work Injury Compensation Act provides for compensation to employees who are injured, disabled, or killed in a work-related accident or due to an occupational disease. Our subsidiaries incorporate in Singapore are required to purchase work injury compensation insurance for employees, and the insurance policy should cover the compensation that employees are entitled to under the Act.

The Employment Act covers most employees in Singapore, except for seafarers, domestic workers, and some managers and executives. The Work Injury Compensation Act provides for compensation to employees who are injured, disabled, or killed in a work-related accident or due to an occupational disease.

US A registrant of a mark registered in the Patent and Trademark Office, may give notice that his mark is registered by displaying with the mark the words “Registered in U.S. Patent and Trademark Office” or “Reg. U.S. Pat. & Tm. Off.” or the letter R enclosed within a circle, thus ®.

Patent and Trademark Office” or “Reg. U.S. Pat. & Tm. Off.” or the letter R enclosed within a circle, thus ®.

As a result of our unique supply network, we have generally maintained a low inventory level and, in many cases, do not keep many products in stock. Rather, we transmit orders to our suppliers for fulfillment only when such orders are received from our customers or on a daily basis in small batches.

Our warehouses are currently leased. Generally, orders placed by our customers are transmitted via our information technology system to one of our warehouses. As a result of our unique supply network, we have generally maintained a low inventory level and, in many cases, do not keep many products in stock.

Order Fulfillment We have established warehouses in Singapore, the PRC and the United States. Currently, our warehouses have the capacity to handle over 30,000 orders per day. Our warehouses are currently leased. 38 Table of Contents Generally, orders placed by our customers are transmitted via our information technology system to one of our warehouses.

However, available payment options may differ depending on the country or region in which the customers are based. Order Fulfillment We have established warehouses in Singapore, the PRC and the United States. Currently, our warehouses have the capacity to handle over 30,000 orders per day.

Available payment options include online payment through all major credit and debit cards, including Visa, MasterCard and American Express, and electronic payment platforms such as PayPal, Klarna, Apple Pay and money transfer through Western Union and wire transfer. However, available payment options may differ depending on the country or region in which the customers are based.

Available payment options include online payment through all major credit and debit cards including Visa, MasterCard, American Express; electronic payment platforms such as PayPal, Klarna, Apple Pay and Shop Pay; co-branded cards, digital wallets, accelerated checkout solutions and various local payment method options; leading BNPL (Buy Now, Pay Later) services including Klarna and Afterpay, as well as money transfer through Western Union and wire transfer.

We intend to leverage the infrastructure we established in 2024, such as design studios, photography capabilities, and supply chain resources, to more efficiently develop and launch new brands going forward. Our Websites and Mobile Applications We operate our business primarily through www.lightinthebox.com, and www.ador .com . Our websites are currently available in over 20 major languages.

We intend to continue refining our existing brands and operations to enhance efficiency, profitability, and consumer engagement, while leveraging our established infrastructure to support sustainable growth. Our Websites and Mobile Applications We operate our business primarily through www.lightinthebox.com, www.ador.com and www.ezbuy.sg . Our websites are currently available in over 20 major languages.

The IOSS allows suppliers and electronic interfaces selling imported goods of EUR150 or less to buyers in the EU to collect, declare and pay the VAT to the tax authorities, instead of making the buyer pay the VAT at the moment the goods are imported into the EU as it was previously the case (for products over EUR22).

The IOSS scheme enables suppliers and electronic interfaces selling goods with an intrinsic value of EUR150 or less to EU consumers to collect, declare and pay the VAT to the relevant tax authorities, rather than requiring the buyer to pay the VAT upon importation into the EU, as applied previously for consignments exceeding EUR 22.

Through multi-brand operations, the Company can meet diverse consumer needs, increase customer retention, and maximize brand value. The first brand is Ador, a women's fashion brand targeting women aged 35-55. The second is a golf apparel brand focusing on female golfers aged 35 and above.

We launched three direct-to-consumer (DTC) apparel brands in short succession to cover different market segments, expand market share, and deepen our consumer engagement. The first brand is Ador, a women’s fashion brand targeting women aged 35-55. The second is a golf apparel brand focusing on female golfers aged 35 and above.

Over the years, the Company has built a reputation for offering a wide selection of products at attractive prices through its websites and mobile applications, available in multiple major languages. In light of 2024’s intense market competition and overall economic uncertainty, the Company has adopted a brand matrix strategy, launching two apparel brands in quick succession to cover different market segments, expand market share, and enhance the Company’s risk resistance.

Over the years, the Company has built a reputation for offering a wide selection of products at attractive prices through its websites and mobile applications, available in multiple major languages. In response to intense market competition in recent years, we have evolved from an online drop-shipping retailer to a consumer lifestyle company, by capturing consumer preferences and sentiment to offer differentiated products, driving consumer engagement through deep emotional resonance.

We focus on products with strong market demand and large market size, supply chain feasibility and efficiency, online marketing efficiency, logistical feasibility and cost saving potentials. After products are selected, we conduct frequent real-time customer behavior analysis and seek customer feedback through surveys to improve and tailor our offerings.

We focus on products with strong market demand and large market size, supply chain feasibility and efficiency, online marketing efficiency, logistical feasibility and cost saving potentials. Leveraging artificial intelligence, or AI technologies, we enhance our product selection process through data-driven demand forecasting, trend analysis and consumer preference identification, enabling more precise and efficient product decisions.

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With overlapping target audiences, the two brands will share similar customer profiles, such as body characteristics, family structure and income level, creating business synergies and driving efficiency across product design, photography style, marketing channels, pricing strategies and more. Building on this experience, the Company may launch another new brand this year in apparel to further strengthen our brand matrix.

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For example, we focus on highly customized non-standard products during western festivals/holidays and special occasions such as Halloween/Christmas and weddings, meeting consumers’ emotional and lifestyle needs.

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We partner with third party carriers in all regions except for in Singapore, where we manage the local delivery by our employees. Refund and Exchange We have implemented refund and exchange policies specific to each of our product categories.

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Such events-driven positioning allows us to command premium pricing by addressing the sentimental rather than purely functional needs of global consumers, thereby delivering a joyful lifestyle to our customers. In addition, we adopted a brand matrix strategy to further strengthen our position as a consumer lifestyle company.

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For France, the requirement to the EPR is provided for in the Anti-Wast and Circular Economy Law with the aim of limiting waste and preserving natural resources, biodiversity and the climate.

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The third is a women’s light party dress brand for the age group of 30 and above. With similar customer profiles in body characteristics, family structure and income level, these brands create business synergies and drive efficiency across product design, photography style, marketing channels, and supply chain operations.

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The court in exceptional cases may award reasonable attorney fees to the prevailing party. 45 Table of Contents PRC The PRC Patent Law provides three types of patents including invention, utility model, and design.

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At the same time, the Company builds around the social attributes of women aged 30 and above, delivering emotional value and a more relaxed, enjoyable lifestyle experience across scenarios such as vacation, social golf, and parties. Building on this foundation, the Company may launch other new brands in apparel and related categories to further expand our brand matrix.

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After products are selected, we conduct frequent real-time customer behavior analysis and seek customer feedback through surveys to improve and tailor our offerings. AI-powered big data analytics enables us to efficiently process massive user data, identify evolving consumption patterns and preferences in a timely manner, and dynamically optimize product positioning and recommendations.

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Rather, we transmit orders to our suppliers for fulfillment only when such orders are received from our customers or on a daily basis in small batches. Products are then delivered from our suppliers to our warehouses for quality inspection before being shipped out to our customers by third-party couriers.

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Singapore Our Singapore subsidiaries are subject to the Personal Data Protection Act 2012 (PDPA), which is administered and enforced by the Personal Data Protection Commission (PDPC), and governs the collection, use and disclosure of the personal data of individuals by organizations.

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PRC Registered trademarks are protected under the PRC Trademark Law and related rules and regulations. Trademarks are registered with the Trademark Office of China National Intellectual Property Administration.

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In addition, the EU has adopted further amendments to these VAT rules (Directive (EU) 2025/1539) that will shift the primary liability for import VAT from the customer to the supplier or deemed supplier for such distance sales, with application starting July 1, 2028.

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Our subsidiaries incorporate in Singapore are required to purchase work injury compensation insurance for employees, and the insurance policy should cover the compensation that employees are entitled to under the Act. The Employment of Foreign Manpower Act sets out the rules and regulations for the employment of foreign workers in Singapore.

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As a result, the contractual arrangements between our wholly-owned entities and the relevant VIEs were terminated, which includes Exclusive and Technical Support and Consulting Service Agreements, Powers of Attorney, Exclusive Option Agreements, Loan Agreements, Share Pledge Agreements and Spousal Consent Letters.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

49 edited+2 added−12 removed61 unchanged

2024 filing

2025 filing

It is exempted from income tax on its foreign-derived income. PRC Taxation Our subsidiaries incorporated in the PRC are subject to the general corporate tax of 25%, except for Shanghai Lanting, which is subject to 15% of corporate tax rate from 2022 to 2024, according to the new EIT Law and its implementation rules that permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise income tax rate if they meet certain criteria and are officially acknowledged. Under the New EIT Law and its implementation rules, dividends from our PRC subsidiaries paid out of profits generated after January 1, 2008, are subject to a withholding tax of 20%, although under the detailed implementation rules to the New EIT Law promulgated by the PRC State Council, the withholding tax rate is 10%, unless there is a tax treaty with China that provides for a different withholding arrangement.

It is exempted from income tax on its foreign-derived income. PRC Taxation Our subsidiaries incorporated in the PRC are subject to the general corporate tax of 25%, except for Beijing Lanting, which is subject to 15% of corporate tax rate from 2024 to 2026, and Shanghai Lanting, which is subject to 15% of corporate tax rate from 2022 to 2024 according to the new EIT Law and its implementation rules that permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise income tax rate if they meet certain criteria and are officially acknowledged. Under the New EIT Law and its implementation rules, dividends from our PRC subsidiaries paid out of profits generated after January 1, 2008, are subject to a withholding tax of 20%, although under the detailed implementation rules to the New EIT Law promulgated by the PRC State Council, the withholding tax rate is 10%, unless there is a tax treaty with China that provides for a different withholding arrangement.

Cash used in operating activities was also attributable to a decreae of $40.5 million in accrued expenses and other current liabilities, a decrease of $5.5 million in accounts payable and a decrease of $8.6 million in advance from customers, contributed by the sales decrease in 2024Q4, and an increase of $0.4 million in accounts receivables, partially offset by the decrease of $2.1 million in inventories and the decrease of $4.3 million in prepayments and other current asset. We incurred negative cash flow of $20.7 million from operating activities in 2023, primarily attributable to our net loss of $9.6 million, adjusted by the reconciliation of certain non-cash items of $2.5 million, which mainly included depreciation and amortization of $3.2 million, unrealized foreign exchange gain of $1.1 million and share-based compensation of $0.4 million.

Cash used in operating activities was also attributable to a decrese of $40.5 million in accrued expenses and other current liabilities, a decrease of $5.5 million in accounts payable and a decrease of $8.6 million in advance from customers, contributed by the sales decrease in 2024Q4, and an increase of $0.4 million in accounts receivables, partially offset by the decrease of $2.1 million in inventories and the decrease of $4.3 million in prepayments and other current asset. We incurred negative cash flow of $20.7 million from operating activities in 2023, primarily attributable to our net loss of $9.6 million, adjusted by the reconciliation of certain non-cash items of $2.5 million, which mainly included depreciation and amortization of $3.2 million, unrealized foreign exchange gain of $1.1 million and share-based compensation of $0.4 million.

In addition, our operating results are affected by the following company-specific factors: ● our ability to acquire new customers and increase repeat purchases by customers at reasonable cost; ● our ability to control product sourcing costs, fulfillment and other operating expenses; ● our product selection and pricing; ● our ability to introduce new product offerings and categories; ● our ability to implement and adapt to the lastest technologies; ● our ability to expand into new geographic markets; ● our ability to enhance our brand; and ● our ability to compete effectively. Revenues Since 2016, we generate revenue from two revenue streams: ● Product sales.

In addition, our operating results are affected by the following company-specific factors: ● our ability to acquire new customers and increase repeat purchases by customers at reasonable cost; ● our ability to control product sourcing costs, fulfillment and other operating expenses; ● our product selection and pricing; ● our ability to introduce new product offerings and categories; ● our ability to implement and adapt to the latest technologies; ● our ability to expand into new geographic markets; ● our ability to enhance our brand; and ● our ability to compete effectively. Revenues Since 2016, we generate revenue from two revenue streams: ● Product sales.

Shipping charges to receive products from our suppliers are included as inventory and recognized as cost of product sales upon the sale of such products.

Shipping charges to receive products from our suppliers are included in inventory and recognized as cost of product sales upon the sale of such products.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) leases; and (iii) income taxes.

We have registered domain names for all of our websites, including www.lightinthebox.com , www.ador.com and www.ezbuy.sg . We have in total 304 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.

We have registered domain names for all of our websites, including www.lightinthebox.com , www.ador.com and www.ezbuy.sg . We have in total 317 trademarks and service marks registered in China, the United States, European Union, Hong Kong, etc. Our trademarks include Lightinthebox and ezbuy etc.

We have two registered patents in the United States and two registered patents in China. In addition to the protection of our intellectual property, we are also focused on ensuring that our product offerings do not infringe the intellectual property of others.

We have two registered patents in the United States and one registered patent in China. In addition to the protection of our intellectual property, we are also focused on ensuring that our product offerings do not infringe the intellectual property of others.

Shipping charges primarily include shipping fees that we pay to third-party international couriers and are recognized as cost of services when delivery services are completed. Operating Expenses Fulfillment Expenses .

Shipping charges primarily include shipping fees that we pay to third-party international couriers and are recognized as cost of services when delivery services are rendered. Operating Expenses Fulfillment Expenses .

Within the EU, new VAT rules on cross-border business-to-consumer (B2C) e-commerce activities have come into effect since 1 July 2021. Online sellers, including online marketplaces/platforms can register the Import One-Stop Shop (IOSS) in one EU Member State.

Within the EU, new VAT rules on cross-border business-to-consumer (B2C) e-commerce activities have been in effect since 1 July 2021. Online sellers, including online marketplaces/platforms can register the Import One-Stop Shop (IOSS) in one EU Member State.

For the years ended December 31, 2022, 2023 and 2024, LightInTheBox Holding Co., Ltd. received cash transfers of US$2.2 million, US$4.2 million and US$1.9 million, respectively, from our wholly owned Hong Kong subsidiary, Light In The Box Limited.

For the years ended December 31, 2023, 2024 and 2025, LightInTheBox Holding Co., Ltd. received cash transfers of US$4.2 million, US$1.9 million and US$1.8 million, respectively, from our wholly owned Hong Kong subsidiary, Light In The Box Limited.

Pursuant to the Double Taxation Avoidance Arrangement, dividends that Light in The Box Limited receives from our PRC subsidiaries may be subject to withholding tax at a rate of 5%, provided that the conditions and requirements under the Double Taxation Avoidance Arrangement have been satisfied. International Value Added Tax / Sales and use tax / Goods and Services Tax The European Union value-added tax (or EU VAT) is a value added tax on goods and services within the European Union (EU).

Pursuant to the Double Taxation Avoidance Arrangement, dividends that Light in The Box Limited and other Hong Kong subsidiaries receive from our PRC subsidiaries may be subject to withholding tax at a rate of 5%, provided that the conditions and requirements under the Double Taxation Avoidance Arrangement have been satisfied. International Value Added Tax / Sales and use tax / Goods and Services Tax The European Union value-added tax (or EU VAT) is a value added tax on goods and services within the European Union (EU).

We use global online marketing platforms such as Google and Facebook to reach our customers, we accept payments through all major credit cards and electronic payment platforms such as Visa, MasterCard, American Express, PayPal, Klarna and Apple Pay and we deliver our goods through major international couriers, including DHL, UPS, FEDEX, EMS and other international couriers. Our total revenues were $503.6 million, $629.4 million and $255.3 million in 2022, 2023 and 2024, respectively.

We use global online marketing platforms such as Google and Facebook to reach our customers, we accept payments through all major credit cards and electronic payment platforms such as Visa, MasterCard, American Express, PayPal, Klarna, Apple Pay and Shop Pay and we deliver our goods through major international couriers, including DHL, UPS, FEDEX, EMS and other international couriers. Our total revenues were $629.4 million, $255.3 million and $224.3 million in 2023, 2024 and 2025, respectively.

We expect our general and administrative expenses as a percentage of our total revenues to decrease in the future as we achieve economies of scale. Share-based Compensation Expenses The table below shows the effect of the share-based compensation expenses on our operating expense line items for the periods indicated. Years Ended December 31, 2022 2023 2024 % of Total % of Total % of Total Revenues Revenues Revenues (U.S. dollar in thousands, except for percentage) Fulfillment $ 12 0.0 $ — — $ — — Selling and marketing 99 0.0 34 0.0 89 0.0 General and administrative 229 0.0 381 0.0 256 0.0 Total share-based compensation expenses $ 340 0.0 $ 415 0.0 $ 345 0.0 We expect to continue to grant share options, restricted shares and other share-based awards under our share incentive plan and incur further share-based compensation expenses in future periods.

We expect our general and administrative expenses as a percentage of our total revenues to decrease in the future as we achieve economies of scale. Share-based Compensation Expenses The table below shows the effect of the share-based compensation expenses on our operating expense line items for the periods indicated. Years Ended December 31, 2023 2024 2025 % of Total % of Total % of Total Revenues Revenues Revenues (U.S. dollar in thousands, except for percentage) Selling and marketing 34 0.0 89 0.0 20 0.0 General and administrative 381 0.0 256 0.0 72 0.0 Total share-based compensation expenses $ 415 0.0 $ 345 0.0 $ 92 0.0 We expect to continue to grant share options, restricted shares and other share-based awards under our share incentive plan and incur further share-based compensation expenses in future periods.

Revenues from our product sales and other consumer products are recorded less value added tax, sales and use tax, goods and services tax, discounts and allowances; and ● Services and others .

Revenues from our product sales and other consumer products are recorded net of value added tax, sales and use tax, goods and services tax, discounts and allowances; and ● Services and others .

Cash provided by operating activities was $35.8 million in 2022, and cash used in operating activities was $20.7 million and $48.2 million in 2023 and 2024, respectively. Factors Affecting Our Results of Operations Our business and results of operations are affected by general factors affecting apparel markets around the world.

Cash used in operating activities was $20.7 million and $48.2 million in 2023 and 2024, respectively, and cash provided by operating activities was $6.2 million in 2025. Factors Affecting Our Results of Operations Our business and results of operations are affected by general factors affecting apparel markets around the world.

R&D expenses included in general and administrative expenses in 2022, 2023 and 2024 were $19.4 million, $19.1 million and $15.5 million, respectively. Loss from Operations As a result of the foregoing, our loss from operation in 2022, 2023 and 2024 was $14.2 million, $10.4 million and $2.2 million, respectively. Other income / (expense), net Other income, net was $1.0 million, $0.5 million in 2022 and 2023, respectively.

R&D expenses included in general and administrative expenses in 2023, 2024 and 2025 were $19.1 million, $15.5 million and $10.3 million, respectively. (Loss) / Income from Operations As a result of the foregoing, our loss from operations in 2023 and 2024 were $10.4 million and $2.2 million, respectively, and our income from operations in 2025 was $8.0 million. Other Income / (Expense), net Other income, net was $0.5 million in 2023 and $0.3 million in 2025, respectively.

Liquidity and Capital Resources Cash Flows and Working Capital Previously, we have financed our operations primarily through the proceeds from the issuance of our preferred shares and the net proceeds of our initial public offering and subsequent private placements.

The IOSS allows suppliers and electronic interfaces selling imported goods of EUR150 or less to buyers in the EU to collect, declare and pay the VAT to the tax authorities. For non-EU European countries, such as United Kingdom, Norway and Switzerland also have issued new VAT policies on foreign suppliers (businesses and marketplaces) of low-value goods to domestic individual consumers, where foreign suppliers are obliged to register and collect VAT on their B2C sales.

The IOSS scheme enables suppliers and electronic interfaces selling goods with an intrinsic value of EUR150 or less to EU consumers to collect, declare and pay the VAT to the tax authorities. For non-EU European countries, such as United Kingdom, Norway and Switzerland also have issued new VAT policies on foreign suppliers (businesses and marketplaces) of low-value goods to domestic individual consumers, where foreign suppliers are obliged to register and collect VAT on their B2C sales.

Our services and others segment is comprised of provision of logistics services to companies and individual customers. In 2022, 2023 and 2024, we generated total revenues of $503.6 million, $629.4 million and $255.3 million, respectively.

Our services and others segment is comprised of provision of logistics services to companies and individual customers. In 2023, 2024 and 2025, we generated total revenues of $629.4 million, $255.3 million and $224.3 million, respectively.

The following table sets forth information of our total revenues by segment in absolute amounts and as percentages of total revenues for the periods presented. Years Ended December 31, 2022 2023 2024 (U.S. dollars in thousands, except for percentage) Revenues % of Total Revenues % of Total Revenues % of Total Product sales $ 491,949 97.7 $ 617,240 98.1 $ 243,700 95.5 Services and others 11,619 2.3 12,188 1.9 11,587 4.5 Total revenues $ 503,568 100.0 $ 629,428 100.0 $ 255,287 100.0 Product sales In response to evolving market dynamics and consumer preferences, we are undergoing a strategic transformation from a traditional e-commerce retail into brand-focused apparel design with the launch of our new brands.

The following table sets forth information of our total revenues by segment in absolute amounts and as percentages of total revenues for the periods presented. Years Ended December 31, 2023 2024 2025 (U.S. dollars in thousands, except for percentage) Revenues % of Total Revenues % of Total Revenues % of Total Product sales $ 617,240 98.1 $ 243,700 95.5 $ 215,775 96.2 Services and others 12,188 1.9 11,587 4.5 8,540 3.8 Total revenues $ 629,428 100.0 $ 255,287 100.0 $ 224,315 100.0 Product sales In response to evolving market dynamics and consumer preferences, we are undergoing a strategic transformation from a traditional e-commerce retail into brand-focused apparel design with the launch of our new brands.

In addition, we had net working capital deficit of $50.6 million as of December 31, 2024, and we may continue to experience net current liabilities in the future. Nevertheless, at the end of December 2024, Shanghai Lanting obtained a one-year bank facility of $4,110 from a local bank.

In addition, we had net working capital deficit of $39.9 million as of December 31, 2025, and we may continue to experience net current liabilities in the future. At the end of December 2024, Shanghai Lanting obtained a one-year bank facility of $4.1 million from a local bank.

Fulfillment expenses include costs incurred in operating and staffing our warehouses and customer service centers, including (i) costs attributable to buying, receiving, inspecting and warehousing inventories, (ii) picking, packaging, and preparing customer orders for shipment and (iii) payment processing and related transaction costs.

Fulfillment expenses include costs incurred in operating and staffing our warehouses and customer service centers, including (i) costs attributable to buying, receiving, inspecting and warehousing inventories, (ii) picking, packaging, and preparing customer orders for shipment, (iii) payment processing and related transaction costs, and (iv) rental expenses of leased warehouses and depreciation of logistics and electronic equipment.

Share-based compensation expenses included in general and administrative expenses in 2022, 2023 and 2024 were $0.2 million, $0.4 million and $0.3 million, respectively.

Share-based compensation expenses included in general and administrative expenses in 2023, 2024 and 2025 were $0.4 million, $0.3 million and $0.1 million, respectively.

Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2024. Payment due by period Total Less than 1 year 1-3 years 3-5 years More than 5 years (U.S. dollars in thousands) Short-term borrowings $ 693 $ 693 $ — $ — $ — Operating Lease Obligations 9,312 4,339 4,571 402 — Total $ 10,005 $ 5,032 $ 4,571 $ 402 $ — Holding Company Structure We are a Cayman Islands holding company with no material operations of our own.

Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2025. Payment due by period Total Less than 1 year 1-3 years 3-5 years More than 5 years (U.S. dollars in thousands) Short-term borrowings $ 732 $ 732 $ — $ — $ — Operating lease obligations 4,829 2,914 1,915 — — Total $ 5,561 $ 3,646 $ 1,915 $ — $ — Holding Company Structure We are a Cayman Islands holding company with no material operations of our own.

We also have 71 copyrights registered in the U.S. and 60 registered computer software copyrights in China and in the United States.

We also have 87 copyrights registered in the U.S. and 84 registered computer software copyrights in China and in the United States.

As of December 31, 2024, we had approximately $19.7 million in cash and cash equivalents and restricted cash. 59 Table of Contents The following table sets forth a summary of our cash flows for the years indicated: Years Ended December 31, 2022 2023 2024 (U.S. dollars in thousands) Net cash provided by / (used in) operating activities $ 35,826 $ (20,715) $ (48,163) Net cash provided by / (used in) investing activities 2,051 (1,078) (2,256) Net cash used in financing activities (43) (2,295) (586) Net increase / (decrease) in cash and cash equivalents and restricted cash 37,834 (24,088) (51,005) Effect of exchange rate changes on cash and cash equivalents and restricted cash (2,868) 1,224 (954) Cash and cash equivalents and restricted cash at beginning of the year 59,602 94,568 71,704 Cash and cash equivalents and restricted cash at end of the year $ 94,568 $ 71,704 $ 19,745 Operating Activities We incurred negative cash flow of $48.2 million from operating activities in 2024, primarily attributable to our net loss of $2.5 million, adjusted by the reconciliation of certain non-cash items of $2.8 million, which mainly included depreciation and amortization of $2.2 million, unrealized foreign exchange loss of $0.3 million and share-based compensation of $0.3 million.

As of December 31, 2025, we had approximately $25.9 million in cash and cash equivalents and restricted cash. 59 Table of Contents The following table sets forth a summary of our cash flows for the years indicated: Years Ended December 31, 2023 2024 2025 (U.S. dollars in thousands) Net cash (used in) / provided by operating activities $ (20,715) $ (48,163) $ 6,212 Net cash (used in) / provided by investing activities (1,078) (2,256) 12 Net cash used in financing activities (2,295) (586) (724) Net (decrease) / increase in cash and cash equivalents and restricted cash (24,088) (51,005) 5,500 Effect of exchange rate changes on cash and cash equivalents and restricted cash 1,224 (954) 703 Cash and cash equivalents and restricted cash at beginning of the year 94,568 71,704 19,745 Cash and cash equivalents and restricted cash at end of the year $ 71,704 $ 19,745 $ 25,948 Operating Activities We generated positive cash flow of $6.2 million from operating activities in 2025, primarily attributable to our net profit of $8.3 million, adjusted by the reconciliation of certain non-cash items of $1.2 million, which mainly included depreciation and amortization of $1.6 million, unrealized foreign exchange gain of $0.4 million and share-based compensation of $0.1 million.

Such logistics services include product collection, packaging and labeling, shipment and delivery of products from our warehouses to locations designated by our customers. Cost of Revenues and Operating Expenses The following table sets forth our cost of revenues and operating expenses, both in absolute amounts and as percentages of total revenues for the periods indicated. Years Ended December 31, 2022 2023 2024 (U.S. dollar in thousands, except for percentage) % of Total % of Total % of Total Revenues Revenues Revenues Cost of revenues Cost of product sales $ 223,383 44.4 $ 265,964 42.3 $ 98,926 38.8 Cost of services and others 5,107 1.0 3,532 0.5 2,869 1.1 Total cost of revenues 228,490 45.4 $ 269,496 42.8 $ 101,795 39.9 Operating expenses: Fulfillment $ 30,617 6.1 $ 34,916 5.5 $ 18,932 7.4 Selling and marketing 222,629 44.2 302,694 48.1 111,919 43.8 General and administrative 36,295 7.2 34,078 5.4 25,735 10.1 Other operating income (223) (0.0) (1,361) (0.2) (876) (0.3) Total operating expenses $ 289,318 57.5 $ 370,327 58.8 $ 155,710 61.0 Cost of revenues Our cost of revenues is comprised of cost of product sales and cost of services. Our cost of product sales consists primarily of cost of consumer products sold by us and shipping charges, and to a much lesser degree, packaging supplies and inventory write-downs.

Such logistics services include product collection, packaging and labeling, shipment and delivery of products from our warehouses to locations designated by our customers. Cost of Revenues and Operating Expenses The following table sets forth our cost of revenues and operating expenses, both in absolute amounts and as percentages of total revenues for the periods indicated. Years Ended December 31, 2023 2024 2025 (U.S. dollar in thousands, except for percentage) % of Total % of Total % of Total Revenues Revenues Revenues Cost of revenues Cost of product sales $ 265,964 42.3 $ 98,926 38.8 $ 76,683 34.2 Cost of services and others 3,532 0.5 2,869 1.1 1,756 0.8 Total cost of revenues $ 269,496 42.8 $ 101,795 39.9 $ 78,439 35.0 Operating expenses: Fulfillment $ 34,916 5.5 $ 18,932 7.4 $ 16,593 7.4 Selling and marketing 302,694 48.1 111,919 43.8 102,498 45.7 General and administrative 34,078 5.4 25,735 10.1 19,562 8.7 Other operating income, net (1,361) (0.2) (876) (0.3) (743) (0.3) Total operating expenses $ 370,327 58.8 $ 155,710 61.0 $ 137,910 61.5 Cost of revenues Our cost of revenues is comprised of cost of product sales and cost of services. Our cost of product sales consists primarily of cost of consumer products and shipping charges, and to a much lesser degree, packaging supplies and inventory write-downs.

The gross margins of our product sales segment in 2022, 2023 and 2024 were 54.6%, 56.9% and 59.4%, respectively.

The gross margins of our product sales segment in 2023, 2024 and 2025 were 56.9%, 59.4% and 64.5%, respectively.

Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

We recorded net loss of $56.6 million, $9.6 million and $2.5 million in 2022, in 2023 and 2024, respectively.

We recorded net loss of $9.6 million and $2.5 million in 2023 and 2024, respectively, and net profit of $8.3 million in 2025.

Our gross margins in 2022, 2023 and 2024 were 54.6%, 57.2% and 60.1%, respectively. Product sales The gross profits of our product sales segment in 2022, 2023 and 2024 were $268.6 million, $351.3 million and $144.8 million respectively, reflecting an increase of 30.8% from 2022 to 2023 and a decrease of 58.8% from 2023 to 2024.

Our gross margins in 2023, 2024 and 2025 were 57.2%, 60.1% and 65.0%, respectively. Product sales The gross profits of our product sales segment in 2023, 2024 and 2025 were $351.3 million, $144.8 million and $139.1 million, respectively, reflecting a decrease of 58.8% from 2023 to 2024 and a decrease of 3.9% from 2024 to 2025.

Cash provided in operating activities was also attributable to an increase of $32.5 million in accrued expenses and other current liabilities, mainly related to the increase of marketing expenses and taxes payable, and an increase of $7.5 million advance from customers, contributed by the increased orders in 2022Q4, and the decrease of $2.3 million in accounts receivable, prepaid expenses and other current assets and the increase of $3.0 million in accounts payable, and partially offset by the increase of $2.4 million in inventories. Investing Activities Net cash used in investing activities was $2.3 million in 2024, primarily due to the purchase of property and equipment of $0.8 million and the purchase of land use right of $1.5 million. Net cash used in investing activities was $1.1 million in 2023, primarily due to the purchase of property and equipment of $1.1 million. Net cash generated in investment activities was approximately $2.1 million in 2022, primarily due to the proceeds received from disposal of long-term investment of $2.7 million and proceed from disposal of property and equipment of $0.1 million, net off by the purchase of property and equipment of $0.8 million. Financing Activities Net cash used in financing activities was $0.6 million in 2024, which was primarily due to the repurchase of ordinary shares of $1.2 million, offset by the proceeds from short-term borrowings of $0.7 million. 60 Table of Contents Net cash used in financing activities was $2.3 thousand in 2023, which was primarily due to the repurchase of ordinary shares of $2.3 million. Net cash used in financing activities was $43 thousand in 2022, which was primarily due to the principal repayment of finance leases of $43 thousand. Capital Expenditures Our capital expenditures amounted to $0.8 million, $1.1 million and $2.3 million in 2022, 2023 and 2024, respectively.

Cash used in operating activities was also attributable to a decrease of $10.7 million in accounts payable and a decrease of $15.2 million in advance from customers, contributed by the sales decrease in 2023Q4, partially offset by the decrease of $8.5 million in inventories and the increase of $4.3 million in accrued expenses and other current liabilities. Investing Activities Net cash provided by investing activities was approximately $12 thousand in 2025, primarily due to the purchase of property and equipment of $42 thousand and the proceeds from disposal of property and equipment of $54 thousand. Net cash used in investing activities was $2.3 million in 2024, primarily due to the purchase of property and equipment of $0.8 million and the purchase of land use right of $1.5 million. Net cash used in investing activities was $1.1 million in 2023, primarily due to the purchase of property and equipment of $1.1 million. Financing Activities Net cash used in financing activities was $0.7 million in 2025, which was primarily due to the repurchase of ordinary shares of $0.7 million. 60 Table of Contents Net cash used in financing activities was $0.6 million in 2024, which was primarily due to the repurchase of ordinary shares of $1.2 million, offset by the proceeds from short-term borrowings of $0.7 million. Net cash used in financing activities was $2.3 thousand in 2023, which was primarily due to the repurchase of ordinary shares of $2.3 million. Capital Expenditures Our capital expenditures amounted to $1.1 million, $2.3 million and $42 thousand in 2023, 2024 and 2025, respectively.

The general and administrative expenses as a percentage of total revenues decreased by 1.8% from 2022 to 2023 due to our continuous efforts on optimization on operation efficiency. The general and administrative expenses as a percentage of total revenues increased by 4.7% from 2023 to 2024 was due to the decreased revenues.

General and administrative expenses as a percentage of our total revenues in 2023, 2024 and 2025 were 5.4%, 10.1% and 8.7%, respectively. The general and administrative expenses as a percentage of total revenues increased by 4.7% from 2023 to 2024 was due to the decreased revenues.

Fulfillment expenses as a percentage of our total revenues in 2022, 2023 and 2024 were 6.1%, 5.5% and 7.4%, respectively. The decrease in our fulfillment expenses as a percentage of our total revenues from 2022 to 2023 was due to improved efficiency in our warehouse management.

Fulfillment expenses as a percentage of our total revenues in 2023, 2024 and 2025 were 5.5%, 7.4% and 7.4%, respectively. The increase in the fulfillment expenses as a percentage of the total revenues from 2023 to 2024 was mainly due to decreased revenues from 2023 to 2024.

General and administrative expenses include payroll-related expenses and travel-related expenses for personnel engaged in R&D, accounting, finance, tax, legal, human resources and other general corporate functions, as well as costs related to the use of facilities and equipment by these personnel, such as depreciation expenses and rent, professional fees, provision for credit losses and other general corporate costs.

General and administrative expenses include payroll and related expenses for employees involved in general corporate functions such as accounting, finance, tax, legal, human resources, as well as facility and equipment cost attributable to these functions such as depreciation and rental expenses, professional fees, provision for credit losses and other general corporate costs.

Income tax benefit in 2022 was primarily due to the reversal of the unrecognized tax benefits. Net Loss As a result of the foregoing, our net loss in 2022, 2023 and 2024 were $56.6 million, $9.6 million and $2.5 million, respectively. B.

Our income tax benefit in 2024 and 2025 was $39 thousand and $61 thousand, respectively. Net (loss) / Income As a result of the foregoing, our net loss in 2023 and 2024 were $9.6 million and $2.5 million, respectively, and our net income in 2025 was $8.3 million. B.

The increase in gross margin was mainly due to the successful introduction of higher-margin proprietary product lines. Services and others The gross profits of our services and others segment in 2022, 2023 and 2024 were $6.5 million, $8.7 million and $8.7 million, respectively, reflecting an increase of 32.9% from 2022 to 2023 and an increase of 0.7% from 2023 to 2024.

The increase in gross margin was mainly due to higher-margin proprietary product lines and bespoke legacy offerings like print-on-demand apparel. Services and others The gross profits of our services and others segment in 2023, 2024 and 2025 were $8.7 million, $8.7 million and $6.8 million, respectively, reflecting an increase of 0.7% from 2023 to 2024 and a decrease of 22.2% from 2024 to 2025.

Cash generated in operating activities was also attributable to an increase of $1.9 million in accounts payable and an increase of $0.8 million in advance from customers, contributed by the sales increase in 2025Q4, and a decrease of $0.7 million in prepayments and other current assets and a decrease of $0.4 million in long-term rental deposits, partially offset by the decrease of $5.1 million in the accrued expenses and other current liabilities, and the increase of $1.3 million in inventories and the increase of $0.4 million in accounts receivable. We incurred negative cash flow of $48.2 million from operating activities in 2024, primarily attributable to our net loss of $2.5 million, adjusted by the reconciliation of certain non-cash items of $2.8 million, which mainly included depreciation and amortization of $2.2 million, unrealized foreign exchange loss of $0.3 million and share-based compensation of $0.3 million.

The decrease in our selling and marketing expenses as a percentage of our total revenues from 2023 to 2024 was primarily due to our cost control and enhanced requirement on the return of digital marketing. General and Administrative Expenses Our general and administrative expenses in 2022, 2023 and 2024 were $36.3 million, $34.1 million and $25.7 million, respectively, reflecting a decrease of 6.1% from 2022 to 2023 and a decrease of 24.5% from 2023 to 2024. General and administrative expenses as a percentage of our total revenues in 2022, 2023 and 2024 were 7.2%, 5.4% and 10.1%, respectively.

The increase in our selling and marketing expenses as a percentage of our total revenues from 2024 to 2025 was primarily due to the industry-wide increase in traffic acquisition costs. General and Administrative Expenses Our general and administrative expenses in 2023, 2024 and 2025 were $34.1 million, $25.7 million and $19.6 million, respectively, reflecting a decrease of 24.5% from 2023 to 2024 and a decrease of 24.0% from 2024 to 2025.

The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. Years Ended December 31, 2022 2023 2024 (U.S. dollar in thousands, except for percentage) % of % of % of Revenues Revenues Revenues Revenue Product sales $ 491,949 97.7 $ 617,240 98.1 $ 243,700 95.5 Services and others 11,619 2.3 12,188 1.9 11,587 4.5 Total revenue 503,568 100.0 629,428 100.0 255,287 100.0 Cost of revenues Product sales 223,383 44.4 265,964 42.3 98,926 38.8 Services and others 5,107 1.0 3,532 0.5 2,869 1.1 Total cost of revenues 228,490 45.4 269,496 42.8 101,795 39.9 Gross profit 275,078 54.6 359,932 57.2 153,492 60.1 Operating expenses: Fulfillment 30,617 6.1 34,916 5.5 18,932 7.4 Selling and marketing 222,629 44.2 302,694 48.1 111,919 43.8 General and administrative 36,295 7.2 34,078 5.4 25,735 10.1 Other operating income (223) (0.1) (1,361) (0.2) (876) (0.3) Total operating expenses 289,318 57.4 370,327 58.8 155,710 61.0 Loss from operations (14,240) (2.8) (10,395) (1.6) (2,218) (0.9) Interest income 57 0.0 350 0.0 90 0.0 Interest expense (5) (0.0) (4) (0.0) — — Other income / (expense), net 982 0.2 499 0.1 (400) (0.1) Impairment loss on investment (56,083) (11.1) — — — — Loss before tax (69,289) (13.7) (9,550) (1.5) (2,528) (1.0) Income tax benefit / (expense) 12,707 2.5 (40) (0.0) 39 0.0 Net loss $ (56,582) (11.2) $ (9,590) (1.5) $ (2,489) (1.0) Comparison of the Years Ended December 31, 2022, 2023 and 2024 Revenues Our total revenues in 2022, 2023 and 2024 were $503.6 million, $629.4 million and $255.3 million, respectively, reflecting an increase of 25.0% from 2022 to 2023 and a decrease of 59.4% from 2023 to 2024. Product sales The increase in our revenues from product sales from $491.9 million in 2022 to $617.2 million in 2023 was due to our continuous efforts dedicated to offering high value-for-money products along with a pleasant and convenient online shopping experience.

The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. Years Ended December 31, 2023 2024 2025 (U.S. dollar in thousands, except for percentage) % of % of % of Revenues Revenues Revenues Revenue Product sales $ 617,240 98.1 $ 243,700 95.5 $ 215,775 96.2 Services and others 12,188 1.9 11,587 4.5 8,540 3.8 Total revenue 629,428 100.0 255,287 100.0 224,315 100.0 Cost of revenues Product sales 265,964 42.3 98,926 38.8 76,683 34.2 Services and others 3,532 0.5 2,869 1.1 1,756 0.8 Total cost of revenues 269,496 42.8 101,795 39.9 78,439 35.0 Gross profit 359,932 57.2 153,492 60.1 145,876 65.0 Operating expenses: Fulfillment 34,916 5.5 18,932 7.4 16,593 7.4 Selling and marketing 302,694 48.1 111,919 43.8 102,498 45.7 General and administrative 34,078 5.4 25,735 10.1 19,562 8.7 Other operating income, net (1,361) (0.2) (876) (0.3) (743) (0.3) Total operating expenses 370,327 58.8 155,710 61.0 137,910 61.5 (Loss) / income from operations (10,395) (1.6) (2,218) (0.9) 7,966 3.5 Interest income 350 0.0 90 0.0 7 0.0 Interest expense (4) (0.0) — — (17) (0.0) Other income / (expense), net 499 0.1 (400) (0.1) 262 0.2 (Loss) / income before tax (9,550) (1.5) (2,528) (1.0) 8,218 3.7 Income tax (expense) / benefit (40) (0.0) 39 0.0 61 0.0 Net (loss) / income $ (9,590) (1.5) $ (2,489) (1.0) $ 8,279 3.7 Comparison of the Years Ended December 31, 2023, 2024 and 2025 Revenues Our total revenues in 2023, 2024 and 2025 were $629.4 million, $255.3 million and $224.3 million, respectively, reflecting a decrease of 59.4% from 2023 to 2024 and a decrease of 12.1% from 2024 to 2025. Product sales The decrease in our revenues from product sales from $617.2 million in 2023 to $243.7 million in 2024 was primarily due to the intense competition across the e-commerce industry, and also due to the strategic transformation we are undergoing from e-commerce retail into brand-focused apparel.

The gross margins of our services segment in 2022, 2023 and 2024 were 56.0%, 71.0% and 75.2%, respectively, mainly due to the increase of service revenue with higher margin. Fulfillment Expenses Our fulfillment expenses in 2022, 2023 and 2024 were $30.6 million, $34.9 million and $18.9 million, respectively.

The gross margins of our services segment in 2023, 2024 and 2025 were 71.0%, 75.2% and 79.4%, respectively. Fulfillment Expenses Our fulfillment expenses in 2023, 2024 and 2025 were $34.9 million, $18.9 million and $16.6 million, respectively.

The decrease in our cost of product sales from $266.0 million in 2023 to $98.9 million in 2024 was primarily due to the decrease of product sales. Cost of services and others The decrease in our cost of services and others from $5.1 million in 2022 to $3.5 million in 2023, and then to $2.9 million in 2024 was primarily due to the decrease of service revenue with lower margin. Gross profit As a result of the foregoing, our gross profits in 2022, 2023 and 2024 were $275.1 million, $359.9 million and $153.5 million, respectively, reflecting an increase of 30.8% from 2022 to 2023 and a decrease of 57.4% from 2023 to 2024.

The decrease from 2024 to 2025 was mainly due to the strategic reduction of external promotional activities in 2025. Cost of revenues Our cost of revenues in 2023, 2024 and 2025 were $269.5 million, $101.8 million and $78.4 million, respectively, representing a decrease of 62.2% from 2023 to 2024 and a decrease of 22.9% from 2024 to 2025. Cost of product sales Our cost of product sales decreased from $266.0 million in 2023 to $98.9 million in 2024, and further to $76.7 million in 2025, primarily due to the decrease of product sales volumes. Cost of services and others The decrease in our cost of services from $3.5 million in 2023 to $2.9 million in 2024, and further to $1.8 million in 2025 was primarily due to the reduced service revenue. Gross profit As a result of the foregoing, our gross profits in 2023, 2024 and 2025 were $359.9 million, $153.5 million and $145.9 million, respectively, reflecting a decrease of 57.4% from 2023 to 2024 and a decrease of 5.0% from 2024 to 2025.

General and administrative expenses also include technological development and related expenses, including payroll-related expenses. In addition, general and administrative expenses include chargebacks relating to fraudulent credit card activities from payment processing agencies.

Also included in general and administrative expenses are payroll and related expenses for employees involved in product research and development, and systems support, as well as server charges and telecommunications cost. In addition, general and administrative expenses include chargebacks relating to fraudulent credit card activities from payment processing agencies.

The increase in the fulfillment expenses as a percentage of the total revenues from 2023 to 2024 was mainly due to decreased revenues from 2023 to 2024. Selling and Marketing Expenses Our selling and marketing expenses in 2022, 2023 and 2024 were $222.6 million, $302.7 million and $111.9 million, respectively. 58 Table of Contents Selling and marketing expenses as a percentage of our total revenues were 44.2%, 48.1% and 43.8% in 2022, 2023 and 2024, respectively.

The fulfillment expenses as a percentage of our total revenues from 2024 to 2025 was relative stable. Selling and Marketing Expenses Our selling and marketing expenses in 2023, 2024 and 2025 were $302.7 million, $111.9 million and $102.5 million, respectively.

Product sales represented 98.1% and 95.5% of total revenues in 2023 and 2024, respectively. 57 Table of Contents Services and other The revenues from services and others in 2022, 2023, 2024 were $11.6 million, $12.2 million, and $11.6 million, which was relatively stable for the past three years. Cost of revenues Our cost of revenues in 2022, 2023 and 2024 were $228.5 million, $269.5 million and $101.8 million, respectively, representing an increase of 17.9% from 2022 to 2023 and a decrease of 62.2% from 2023 to 2024. Cost of product sales The increase in our cost of product sales from $223.4 million in 2022 to $266.0 million in 2023 was primarily due to the increase of product sales.

Product sales represented 95.5% and 96.2% of total revenues in 2024 and 2025, respectively. 57 Table of Contents Services and other The revenues from services and others in 2023, 2024 and 2025 were $12.2 million, $11.6 million and $8.5 million, respectively, representing a decrease of 4.9% from 2023 to 2024 and a decrease of 26.3% from 2024 to 2025.

See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the assessment of impairment of goodwill is the critical accounting estimate, which involve the most significant judgments used in the preparation of our financial statements.

See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies.

Product sales represented 97.7% and 98.1% of total revenues in 2022 and 2023, respectively. The decrease in our revenues from product sales from $617.2 million in 2023 to $243.7 million in 2024 was primarily due to the intense competition across the e-commerce industry, and also due to the strategic transformation we are undergoing from e-commerce retail into brand-focused apparel.

Product sales represented 98.1% and 95.5% of total revenues in 2023 and 2024, respectively. The decrease in our revenues from product sales from $243.7 million in 2024 to $215.8 million in 2025 was primarily due to our deliberate focus on margin preservation over market share in a competitive market.

The increase in our selling and marketing expenses as a percentage of our total revenues from 2022 to 2023 was primarily due to the intensive competition for online apparel companies when we drove our revenue growth.

Selling and marketing expenses as a percentage of our total revenues were 48.1%, 43.8% and 45.7% in 2023, 2024 and 2025, respectively. 58 Table of Contents The decrease in our selling and marketing expenses as a percentage of our total revenues from 2023 to 2024 was primarily due to our cost control and enhanced requirement on the return of digital marketing.

Removed

Other expense, net in 2024 was $0.4 million. Other income / (expense), net mainly included the change in fair value of our equity investment, which was $0.8 million, $nil and $nil in 2022, 2023 and 2024, respectively. Impairment loss on investment The impairment loss on investment in 2022, 2023 and 2024 was $56.1 million, $nil and $nil, respectively.

Added

The general and administrative expenses as a percentage of total revenues decreased by 1.4% from 2024 to 2025, despite a 12.1% decreased revenue from 2024 to 2025, primarily driven by our improved workforce efficiency and effective cost management initiatives.

Removed

The impairment loss in 2022 was made as the operations of Shenzhen Maikailai Technologies Co., Ltd (“Maikailai”) unexpectedly and suddenly materially deteriorated in the fourth quarter of 2022 due to adverse change of market conditions and are not expected to recover. Income Tax Benefit / (expense) Our income tax benefit was $12.7 million in 2022, our income tax expense was $40 thousands in 2023 and our income tax benefit was $39 thousands in 2024.

Added

Other expense, net in 2024 was $0.4 million. Income Tax (Expense) / Benefit Our income tax expense was $40 thousand in 2023.

Removed

For the year ended December 31, 2024, LightInTheBox Holding Co., Ltd. transferred cash of $0.05 million to its wholly owned subsidiary, Ador E-commerce Inc, as capital injection.

Removed

Impairment of Goodwill We evaluate goodwill for impairment on an annual basis as of the beginning of our fourth quarter or more often if an event occurs or circumstances change that impairment indicators might exist.

Removed

When we evaluate goodwill for impairment, we have the option to first perform a qualitative assessment to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount.

Removed

If we believe, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we will then perform a quantitative assessment. Our reporting units are product sales and service.

Removed

Fair value is the active market price and is generally estimated using discounted expected future after-tax cash flows from the business operation of the reporting unit. Future cash flow estimates and the discount rate are the key assumptions when estimating the fair value of a reporting unit.

Removed

Future cash flows are based on growth expectations relative to recent historical performance and incorporate sales growth, margin and other assumptions. The sales growth and margin assumptions that factor into the discounted cash flows are highly correlated as cash flow growth can be achieved through various interrelated strategies such as product pricing and advertising initiatives.

Removed

The discount rate is our estimate of the required rate-of-return that a third-party buyer would expect to receive when purchasing a business from us that constitutes a reporting unit. We believe the discount rate is commensurate with the risks and uncertainty inherent in the forecasted cash flows.

Removed

These estimates are highly subjective, and our ability to achieve the forecasted cash is affected by factors such as changes in our operating performance and business strategies and changes in economic conditions. Our goodwill of $ 26,663 as of December 31, 2024 was related to the product sale reporting unit.

Removed

In the year ended December 31, 2024, firstly we elected to perform a qualitative impairment assessment for our product sale reporting unit. Based on our qualitative assessment, the Company concluded that the impairment indicator may exist. Therefore, we further performed the quantitative assessment for the product sale reporting unit.

Removed

We estimated fair value using the income approach and the market approach. The fair value determined using the income approach was compared with comparable market data and reconciled, as necessary. No impairment charge on goodwill was recorded in 2023 and 2024. 64 Table of Contents

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

27 edited+3 added−2 removed66 unchanged

2024 filing

2025 filing

Yu has also served as an executive director of Zall Smart Commerce Group Ltd. (“Zall Group”) (HKSE Code: 2098), the Co-President of North Hankou Group, and the Chairman of Zall International Trade Group Co., Ltd. Mr.

Mr. Yu has also served as an executive director of Zall Smart Commerce Group Ltd. (“Zall Group”) (HKSE Code: 2098), the Co-President of North Hankou Group, and the Chairman of Zall International Trade Group Co., Ltd. Mr.

A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is uncertainty as to whether the courts of mainland China would: ● recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or ● entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. 73 Table of Contents The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.

A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is uncertainty as to whether the courts of mainland China would: ● recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or ● entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. 72 Table of Contents The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.

The audit committee is responsible for, among other things: ● selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; ● reviewing any audit problems or difficulties and management’s response with our independent registered public accounting firm; ● reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and our independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant control deficiencies; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and ● meeting separately and periodically with management and our internal auditor and independent registered public accounting firm; and reporting regularly to the full board of directors. Compensation Committee Our compensation committee consists of Dr.

The audit committee is responsible for, among other things: ● selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; ● reviewing any audit problems or difficulties and management’s response with our independent registered public accounting firm; ● reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and our independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant control deficiencies; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and ● meeting separately and periodically with management and our internal auditor and independent registered public accounting firm; and reporting regularly to the full board of directors. 69 Table of Contents Compensation Committee Our compensation committee consists of Dr.

Such relevant information including (i) changes in business strategy, (ii) quarterly financial performance reporting, (iii) entering material contracts, (iv) receiving inquiry letters or other information from any regulatory authorities and our management’s draft response and (v) external announcement or statement (including media and regulatory authorites) etc. Remuneration and Borrowing The directors may determine remuneration to be paid to the directors.

Such relevant information includes (i) changes in business strategy, (ii) quarterly financial performance reporting, (iii) entering material contracts, (iv) receiving inquiry letters or other information from any regulatory authorities and our management’s draft response and (v) external announcement or statement (including media and regulatory authorities) etc. Remuneration and Borrowing The directors may determine remuneration to be paid to the directors.

Wang satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.

Deng satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.

The guidelines are not intended to change or interpret any laws, or our amended and restated memorandum and articles of association. 71 Table of Contents To strengthen our internal communication between management and board of directors, our board of directors has adopted a guideline on reporting material information, to illustrate the relevant information that needs to be reported to the board of directors in a timely manner.

The guidelines are not intended to change or interpret any laws, or our amended and restated memorandum and articles of association. To strengthen our internal communication between management and board of directors, our board of directors has adopted a guideline on reporting material information, to illustrate the relevant information that needs to be reported to the board of directors in a timely manner.

Before joining our Company, he worked for myspace.com as the chief architect from March 2007 to March 2009 and Yahoo China as messenger technical director of from April 2004 to March 2007. Mr. Shi had also held various technology management position at Shareware Freelancer and STAR Computer. Mr.

Before joining our Company, he worked for myspace.com as the chief architect from March 2007 to March 2009 and Yahoo China as messenger technical director from April 2004 to March 2007. Mr. Shi had also held various technology management positions at Shareware Freelancer and STAR Computer. Mr.

Wu worked at South China University of Technology and Cambridge University. 66 Table of Contents Lei Deng has served as our independent director since April 2020. Dr. Deng is currently an equity partner in Zhong Lun Law Firm since January 2020. Before joining Zhong Lun Law Firm, Dr.

Wu worked at South China University of Technology and Cambridge University. Lei Deng has served as our independent director since April 2020. Dr. Deng is currently an equity partner in Zhong Lun Law Firm since January 2020. Before joining Zhong Lun Law Firm, Dr.

We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements. 67 Table of Contents Employment Agreements We have entered into employment agreements with each of our executive officers. We may terminate their employment for cause.

We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements. Employment Agreements We have entered into employment agreements with each of our executive officers. We may terminate their employment for cause.

Our board of directors may at any time by resolutions amend, suspend or terminate the Plans, subject to certain exceptions. The 2008 Plan terminated on October 26, 2018. Unless earlier terminated by the board of directors, the 2019 Plan will terminate on January 20, 2029. C.

Our code of business conduct and ethics is publicly available on our website. In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and committees.

Our code of business conduct and ethics is publicly available on our website. 70 Table of Contents In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and committees.

The administrator of the Plans may upon or in anticipation of a corporate transaction, accelerate awards or modify the terms of the awards. Vesting Schedule . The administrator of the Plans may determine the vesting schedule and may provide additional vesting conditions in the award agreement to each optionee. 69 Table of Contents Amendment and Termination .

She received her master’s degree in Regional and Urban Planning Studies from the London School of Economics and Political Science. Ms. Yan is currently pursuing her Doctor of Philosophy in Population Medicine at Peking Union Medical College. Wei Yu has served as our director since March 2023. Mr.

Yan received her bachelor’s degree in International Management from King’s College London. She received her master’s degree in Regional and Urban Planning Studies from the London School of Economics and Political Science. Ms. Yan is currently pursuing her Doctor of Philosophy in Population Medicine at Peking Union Medical College. Wei Yu has served as our director since March 2023.

We do not have service contracts with any of our directors that would provide our directors with benefits upon their termination. D. Employees Employees As of December 31, 2022, 2023 and 2024, we had 816, 667 and 422 full-time employees, respectively. Our employees are mainly based in Singapore, the PRC, Malaysia and the United States.

We do not have service contracts with any of our directors that would provide our directors with benefits upon their termination. D. Employees Employees As of December 31, 2023, 2024 and 2025, we had 667, 422 and 345 full-time employees, respectively. Our employees are mainly based in Singapore, the PRC and the United States.

Lei Deng, Mr. Bin Shi and Ms. Yuanjun Ye mainly reside in mainland China, while the other directors and officers all reside in the United States, and all or a substantial portion of their assets are located outside of the United States.

Lei Deng, Mr. Bin Shi and Mr. Suhai Ji mainly reside in mainland China, while the other directors and officers all reside in the United States, and all or a substantial portion of their assets are located outside of the United States.

The total amounts of contributions we made to employee benefit plans in 2022, 2023 and 2024 were $6.6 million, $6.8 million and $4.4 million, respectively. 72 Table of Contents We believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes. E.

The total amounts of contributions we made to employee benefit plans in 2023, 2024 and 2025 were $6.8 million, $4.4 million and $3.0 million, respectively. We believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes. E.

The following table sets forth the number of our employees by function as of December 31, 2024: Number of Employees Fulfillment 105 Selling and Marketing 154 Technology, Research and Development 108 General and Administrative 55 Total 422 We believe that we offer our employees competitive compensation packages and, as a result, we have generally been able to attract and retain qualified personnel and maintain a stable management team. We generally enter into standard employment contracts with our employees, which contain non-compete provisions.

The following table sets forth the number of our employees by function as of December 31, 2025: Number of Employees Fulfillment 95 Selling and Marketing 125 Technology, Research and Development 87 General and Administrative 38 Total 345 We believe that we offer our employees competitive compensation packages and, as a result, we have generally been able to attract and retain qualified personnel and maintain a stable management team. We generally enter into standard employment contracts with our employees, which contain non-compete provisions.

Lian worked at New Oriental Education & Technology Group (NYSE: EDU; 09901.HK). He holds an MBA from Hong Kong University of Science and Technology and a bachelor’s degree in Law from Ji’nan University. Ge Yan has served as our director since March 2023. Ms. Yan received her bachelor’s degree in International Management from King’s College London.

Lian worked at New Oriental Education & Technology Group (NYSE: EDU; 09901.HK). He holds an MBA from Hong Kong University of Science and Technology and a bachelor’s degree in Law from Ji’nan University. 65 Table of Contents Ge Yan has served as our director since March 2023. Ms.

Qi obtained his bachelor’s degree in corporate management from Shenzhen University and has completed an EMBA program at the China Europe International Business School. 65 Table of Contents Zhentao Wang has been our director since July 2015. Mr. Wang is the founder and controlling person of AoKang.

Qi obtained his bachelor’s degree in corporate management from Shenzhen University and has completed an EMBA program at the China Europe International Business School. Zhentao Wang has been our director since July 2015. Mr. Wang is the founder and controlling person of AoKang. He founded Yongjia County Aolin Shoe Factory, the predecessor of AoKang, in 1988. Mr.

The business address of each of our directors and executive officers is LightInTheBox Holding Co., Ltd., 4 Pandan Crescent #03-03 Logos eHub, Singapore (128475). Name Age Position/Title Zhi Yan 52 Chairman of the Board and Director Jian He 44 Chief Executive Officer and Director Zhiping Qi 52 Vice Chairman of the Board and Director Zhentao Wang 59 Director Xiongping Yu 49 Director Meng Lian 45 Director Ge Yan 27 Director Wei Yu 42 Director Hanhua Wang 61 Independent Director Peng Wu 42 Independent Director Lei Deng 46 Independent Director Bin Shi 46 Chief Technology Officer Wenyu Liu 40 Chief Growth Officer Yuanjun Ye 45 Chief Financial Officer Biographical Information Zhi Yan has served as our chairman of the board of directors and director since August 2024.

The business address of each of our directors and executive officers is LightInTheBox Holding Co., Ltd., 4 Pandan Crescent #03-03 Logos eHub, Singapore (128475). Name Age Position/Title Zhi Yan 53 Chairman of the Board and Director Jian He 45 Chief Executive Officer and Director Zhiping Qi 53 Vice Chairman of the Board and Director Zhentao Wang 60 Director Xiongping Yu 50 Director Meng Lian 46 Director Ge Yan 28 Director Wei Yu 43 Director Hanhua Wang 62 Independent Director Peng Wu 43 Independent Director Lei Deng 47 Independent Director Bin Shi 47 Chief Technology Officer Wenyu Liu 41 Chief Growth Officer Suhai Ji 49 Chief Financial Officer 64 Table of Contents Biographical Information Zhi Yan has served as our chairman of the board of directors and director since August 2024.

Wang satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual. 70 Table of Contents The compensation committee is responsible for, among other things: ● approving and overseeing the compensation package for our chief executive officer and chief financial officer; ● reviewing and making recommendations to the board of directors with respect to the compensation of our directors; ● reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and chief financial officer, evaluating the performance of our chief executive officer and chief financial officer in light of those goals and objectives, and setting the compensation level of our chief executive officer and chief financial officer based on such evaluation; and ● reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. Corporate Governance and Nominating Committee Our corporate governance and nominating committee consist of Dr.

The compensation committee is responsible for, among other things: ● approving and overseeing the compensation package for our chief executive officer and chief financial officer; ● reviewing and making recommendations to the board of directors with respect to the compensation of our directors; ● reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and chief financial officer, evaluating the performance of our chief executive officer and chief financial officer in light of those goals and objectives, and setting the compensation level of our chief executive officer and chief financial officer based on such evaluation; and ● reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. Corporate Governance and Nominating Committee Our corporate governance and nominating committee consist of Dr.

We are required under PRC and Singapore laws to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government.

We are required under PRC laws to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government. We also make payments to other defined contribution plans for the benefit of employees employed by subsidiaries outside of the PRC.

As of February 28, 2025, we had 104,000 unvested restricted shares and 6,842,494 unexercised share options outstanding under the Plans. 68 Table of Contents The following table summarizes the share options and restricted shares granted to our employees under the Plans that were outstanding as of February 28, 2025. Number of Ordinary Shares Underlying Exercise Outstanding Options Price Name and restricted shares ($/Share) Grant Date Expiration Date Our Employees 9,900 2.25 June 2, 2015 Ten years from the grant date 3,000,000 0. 4 October 2, 2020 Ten years from the grant date 80,000 0. 4 December 29, 2021 Ten years from the grant date 1,280,000 0.25 October 24, 2022 Ten years from the grant date 37,038 0.3 December 28, 2023 Ten years from the grant date 155,556 0.005 December 28, 2023 Ten years from the grant date 920,000 0.33 June 1, 2024 Ten years from the grant date 1,360,000 0.33 July 30, 2024 Ten years from the grant date 20,000 — March 27, 2023 NA 20,000 — January 1, 2024 NA 24,000 — March 1, 2023 NA 40,000 — May 6, 2024 NA We have historically determined the exercise price of shares granted under the Plans based on a number of factors, such as the type of awards, the length of time in which such employees were with our company, the function of such employees and the price of our preferred share issuances.

As of March 25, 2026, we had 36,000 unvested restricted shares and 5,817,042 unexercised share options outstanding under the Plans. 67 Table of Contents The following table summarizes the share options and restricted shares granted to our employees under the Plans that were outstanding as of March 25, 2026. Number of Ordinary Shares Underlying Exercise Outstanding Options Price Name and restricted shares ($/Share) Grant Date Expiration Date Our Employees 3,000,000 0. 4 October 2, 2020 Ten years from the grant date 80,000 0. 4 December 29, 2021 Ten years from the grant date 880,000 0.25 October 24, 2022 Ten years from the grant date 37,038 0.3 December 28, 2023 Ten years from the grant date 155,556 0.005 December 28, 2023 Ten years from the grant date 760,000 0.33 June 1, 2024 Ten years from the grant date 860,000 0.33 July 30, 2024 Ten years from the grant date 44,448 — March 28, 2025 Ten years from the grant date 36,000 — November 5, 2025 NA We have historically determined the exercise price of shares granted under the Plans based on a number of factors, such as the type of awards, the length of time in which such employees were with our company, the function of such employees and the price of our preferred share issuances.

He founded Yongjia County Aolin Shoe Factory, the predecessor of AoKang, in 1988. Mr. Wang received his EMBA degree from Cheung Kong Graduate School of Business in 2006, an EMBA degree from the HEC School of Management in France in 2007 and also an EMBA degree from the Shanghai Advanced Institute of Finance in 2013. Mr.

Wang received his EMBA degree from Cheung Kong Graduate School of Business in 2006, an EMBA degree from the HEC School of Management in France in 2007 and also an EMBA degree from the Shanghai Advanced Institute of Finance in 2013. Mr.

Compensation of Directors and Executive Officers In 2024, we and our subsidiaries paid an aggregate cash compensation and benefits (excluding equity-based grants) of approximately $1.5 million to our directors and executive officers as a group and granted RSUs, options or rights to acquire an aggregate of 755,556 ordinary shares (equivalent to 62,963 ADSs) to our directors and executive officers.

Compensation of Directors and Executive Officers In 2025, we and our subsidiaries paid an aggregate cash compensation and benefits (excluding equity-based grants) of approximately $1.2 million to our directors and executive officers as a group. No RSUs, options or rights was granted to our directors and executive officers in 2025.

Furthermore, we have entered into confidentiality agreements with many of our key employees that aim to protect our trademarks, designs, trade secrets and other intellectual property rights. As required by local regulations, we participate in various employee social security plans that are organized by municipal and provincial governments, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing fund.

Furthermore, we have entered into confidentiality agreements with many of our key employees that aim to protect our trademarks, designs, trade secrets and other intellectual property rights. 71 Table of Contents As stipulated by the regulations of the PRC, full-time employees of the Group are entitled to various government statutory employee benefit plans including pension, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing fund.

Liu obtained her bachelor’s degree from Nanyang Technological University in 2009 and her master’s degree from the National University of Singapore in 2011. Yuanjun Ye has served as Finance Vice President since August 2019 and was promoted to Chief Finance Officer in August 2020. Ms. Ye has over 20 years experience in financial management.

Liu obtained her bachelor’s degree from Nanyang Technological University in 2009 and her master’s degree from the National University of Singapore in 2011. Suhai Ji joined our company in February 2025 and was appointed as Chief Finance Officer in May 2025. Prior to joining LightInTheBox, Mr.

Removed

Prior to joining the Company, Ms. Ye has worked in various companies and public accounting firm including Alibaba (NYSE: BABA), Trunkbow International Holdings Ltd. (NASDAQ: TBOW) and Deloitte Touche Tohmatsu. Ms. Ye obtained her bachelor’s degree from Guangdong University of Foreign Studies in Accounting. Ms. Ye is a Certified Public Accountant in the United States. B.

Added

Ji served as the Chief Financial Officer at several private and publicly listed companies, including EDDA Healthcare and Technology Holding Limited from April 2021 to March 2024, Zhaogang.com from November 2019 to January 2021, CDP Group from August 2017 to January 2019, Guanghua Education Group from June 2016 to August 2017, and Tarena International from September 2013 to March 2016.

Removed

Hanhua Wang, Mr. Zhiping Qi and Xiongping Yu. Dr.

Added

Mr. Ji received a bachelor’s degree in economics and a master’s degree in international economics and finance from Brandeis University in May 1998 and 1999, respectively, as well as an MBA degree in finance from Columbia Business School in May 2003. 66 Table of Contents B.

Added

Hanhua Wang, Mr. Zhiping Qi and Xiongping Yu. Dr. Wang satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual.

Item 7. Management's Discussion & Analysis

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

8 edited+1 added−0 removed11 unchanged

2024 filing

2025 filing

The address of the principal office of AoKang is Aokang Industrial Park, Dongou Industrial District, Oubei Town, Yongjia County, Zhejiang Province, People’s Republic of China. 75 Table of Contents (5) Represents (a) 10,787,626 ordinary shares held by IDG China Venture Capital Fund IV L.P., a limited partnership organized under the laws of the Cayman Islands, and (b) 1,381,154 ordinary shares held by IDG China IV Investors L.P., a limited partnership organized under the laws of the Cayman Islands.

The address of the principal office of AoKang is Aokang Industrial Park, Dongou Industrial District, Oubei Town, Yongjia County, Zhejiang Province, People’s Republic of China. 74 Table of Contents (5) Represents (a) 10,787,626 ordinary shares held by IDG China Venture Capital Fund IV L.P., a limited partnership organized under the laws of the Cayman Islands, and (b) 1,381,154 ordinary shares held by IDG China IV Investors L.P., a limited partnership organized under the laws of the Cayman Islands.

The registered address of Conner is Sea Meadow House, P.O. Box 116. Road Town, Tortola, British Virgin Islands. (3) Represents 20,260,082 ordinary shares and 357,810 ADSs representing 4,293,728 ordinary shares held by AOGANG International. For a description of the beneficial ownership of our ordinary shares by AOGANG International, see Note 4 below. Mr.

The registered address of Conner is Sea Meadow House, P.O. Box 116. Road Town, Tortola, British Virgin Islands. (3) Represents 20,260,082 ordinary shares and 357,810 ADSs representing 4,293,728 ordinary shares held by AOGANG International (Hong Kong) Corporation Limited (“AOGANG International”). For a description of the beneficial ownership of our ordinary shares by AOGANG International, see Note 4 below. Mr.

Major Shareholders The following table sets forth information with respect to beneficial ownership of our ordinary shares as of February 28, 2025 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own 5% and more of our ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

Major Shareholders The following table sets forth information with respect to beneficial ownership of our ordinary shares as of March 25, 2026 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own 5% and more of our ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

(2) Represents (a) 48,704,224 ordinary shares, representing 4,058,685 ADSs held by Conner Growth Holding Limited (“Conner”), (b) 343,083 ADSs, representing 4,117,000 ordinary shares held by Jian He. Mr. He, CEO and a director of the Company, is the sole beneficial owner and the sole director of Conner. Conner was incorporated in the British Virgin Islands.

(2) Represents (a) 4,058,685 ADSs, representing 48,704,224 ordinary shares held by Conner Growth Holding Limited (“Conner”), (b) 313,850 ADSs, representing 3,766,200 ordinary shares held by Jian He. Mr. He, CEO and a director of the Company, is the sole beneficial owner and the sole director of Conner. Conner is incorporated in the British Virgin Islands.

These shares, however, are not included in the computation of the percentage ownership of any other person. 74 Table of Contents The calculations in the table below is based on 220,668,763 ordinary shares outstanding as of February 28, 2025, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our Plans; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plan that are in the process of being cancelled. Name Number Percent Directors and Executive Officers: Zhi Yan (1) 56,021,732 25.4 % Jian He (2) 52,821,224 23.9 % Zhentao Wang (3) 24,553,810 11.1 % Wenyu Liu 5,149,848 2.3 % Bin Shi * * Yuanjun Ye * * All directors and executive officers as a group 140,170,130 63.5 % Principal Shareholders: Zall Development Investment Company Limited (1) 50,000,000 22.7 % Conner Growth Holding Limited (2) 48,704,224 22.1 % AOGANG International (Hong Kong) Corporation Limited (4) 24,553,810 11.1 % IDG Entities (5) 12,168,780 5.5 % Notes: * Less than 1% of our total outstanding shares. (1) Represents (a) 50,000,000 ordinary shares, representing 4,166,666 ADSs held by Zall Development Investment Company Limited (“Zall Development Investment”), (b) 6,021,732 ordinary shares representing 501,811 ADSs held by Mr.

These shares, however, are not included in the computation of the percentage ownership of any other person. 73 Table of Contents The calculations in the table below is based on 215,321,575 ordinary shares outstanding as of March 25, 2026, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our Plans; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plan that are in the process of being cancelled. Name Number Percent Directors and Executive Officers: Zhi Yan (1) 61,188,512 28.4 % Jian He (2) 52,470,426 24.4 % Zhentao Wang (3) 24,553,810 11.4 % Wenyu Liu 5,149,848 2.4 % Bin Shi 4,646,200 2.1 % All directors and executive officers as a group 148,008,796 68.7 % Principal Shareholders: Zall Development Investment Company Limited (1) 50,000,000 23.2 % Conner Growth Holding Limited (2) 48,704,224 22.6 % AOGANG International (Hong Kong) Corporation Limited (4) 24,553,810 11.4 % IDG Entities (5) 12,168,780 5.7 % Notes: (1) Represents (a) 42,500,000 ordinary shares and 625,000 ADSs representing 7,500,000 ordinary shares held by Zall Development Investment Company Limited (“Zall Development Investment”), (b) 745,709 ADSs, representing 8,948,512 ordinary shares held by Mr.

Zhi Yan. Mr. Yan, the chairman of the board of directors and a director of the Company, is the sole beneficial owner of Zall Development Investment. The address of the principal office of Zall Development Investment is Suite 2101, 21 Floor, Two Exchange Square, Central, Hong Kong.

Zhi Yan, (c) 2,240,000 ordinary shares, representing 186,666 ADSs held by Mr. Zhi Yan. Mr. Yan, the chairman of the board of directors and a director of the Company, is the sole beneficial owner of Zall Development Investment. The address of the principal office of Zall Development Investment is Suite 2101, 21 Floor, Two Exchange Square, Central, Hong Kong.

The registered office of IDG Entities is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. As of February 28, 2025, 220,668,763 of our ordinary shares were issued and outstanding, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our 2008 Plan and 2019 Plan; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plans that are in the process of being cancelled.

As of March 25, 2026, 215,321,575 of our ordinary shares were issued and outstanding, being the total ordinary shares issued and outstanding based on our register of members maintained by our Cayman Islands share registrar, excluding (1) ordinary shares represented by the ADSs repurchased by the Company; (2) ordinary shares issued to the depositary that are issuable upon the exercise of share options outstanding and vesting of restricted shares issued to employees, or reserved for future award grants under our 2008 Plan and 2019 Plan; and (3) ordinary shares underlying restricted shares issued to the grantees under the Plans that are in the process of being cancelled.

Based on a review of our register of members, we believe that as of February 28, 2025, 89,948,302 ordinary shares, representing approximately 40.8% of our total outstanding shares, were held by three record shareholders, which includes 89,948,302 ordinary shares held of record by The Bank of New York Mellon, the depositary of our ADS program.

Based on a review of our register of members, we believe that as of March 25, 2026, 136,442,790 ordinary shares, representing approximately 63.4% of our total outstanding shares, were held by four record shareholders, which includes 136,442,790 ordinary shares held of record by The Bank of New York Mellon, the depositary of our ADS program.

Added

The registered office of IDG Entities is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

LightInTheBox Holding Co., Ltd.LITB财报

Top changes in LightInTheBox Holding Co., Ltd.'s 2025 20-F

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Other LITB 10-K year-over-year comparisons