1stdibs.com, Inc.

Previous wording

We are one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion. We believe we are a leading online marketplace for these luxury design items based on the aggregate number of listings on our online marketplace and our Gross Merchandise Value (“GMV”). Our sellers, who undergo an evaluation by our in-house experts to vet the integrity of their listings, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online. By disrupting the way these items are bought and sold, we are both expanding access to, and growing the market for, luxury design.

Current wording

We are one of the world’s leading online marketplaces for connecting design lovers with many of the best sellers and makers of vintage, antique, and contemporary furniture, home décor, jewelry, watches, art, and fashion. We believe we are a leading online marketplace for these luxury design items based on the aggregate number of listings on our online marketplace and our Gross Merchandise Value (“GMV”). Our sellers, who undergo an evaluation by our in-house experts to vet the quality of their inventory, in-depth marketing content, and custom-built technology platform create trust in our brand and facilitate high-consideration purchases of luxury design items online. By disrupting the way these items are bought and sold, we are both expanding access to, and growing the market for, luxury design.

Previous wording

Our net revenue consists principally of seller marketplace services. Seller marketplace services primarily consist of marketplace transactions, subscriptions, and listing fees. Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds. If a seller accepts a return or refund for an on-platform purchase, the related commission and, in some cases, processing fees are refunded. Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers. We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or lower monthly subscription fee and higher commission rates. Listing fee revenue is collected when sellers pay us for promoting certain products on their behalf and at their discretion through our online marketplace. Advertisements consist of impression-based ads displayed on our online marketplace on the seller’s behalf.

Current wording

Our net revenue consists principally of seller marketplace services. Seller marketplace services primarily consist of marketplace transactions, subscriptions, and sponsored listings. Marketplace transaction fees are collected when sellers pay us commissions ranging from 5% to 50% of GMV and processing fees, which are approximately 3% of the buyer’s total payment, net of expected refunds. If a seller accepts a return or refund for an on-platform purchase, the related commission and, in some cases, processing fees are refunded. Subscriptions provide access to our online marketplace, allowing sellers, who are our customers, to execute successful purchase transactions with buyers. We offer our sellers various subscription pricing tiers which allows them to choose the plan that best fits their business, with choices of a higher monthly subscription fee and lower commission rates or lower monthly subscription fee and higher commission rates. Listing fee revenue is collected when sellers pay us for promoting certain products on their behalf and at their discretion through our online marketplace. Advertisements consist of impression-based ads displayed on our online marketplace on the seller’s behalf.

Previous wording

Provision for transaction losses primarily consists of transaction loss expense associated with our buyer protection program, including damages to products caused in shipping and transit, items that were not received or not as described by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience. The provision for transaction losses also includes bad debt expense associated with our seller accounts receivable balance.

Current wording

Provision for transaction losses primarily consists of transaction loss expense associated with our purchase protection program, including damages to products caused in shipping and transit, reimbursements to dissatisfied buyers at our discretion, and items that were not received or not as described by the seller. The provision for transaction losses also includes bad debt expense associated with our seller accounts receivable balance.

Previous wording

Net revenue was $22.0 million for the three months ended September 30, 2025, as compared to $21.2 million for the three months ended September 30, 2024. The increase of $0.8 million, or 4%, was primarily driven by an increase in GMV which was mainly due to an increase in average order value for the three months ended September 30, 2025. While the impacts are difficult to isolate and quantify, we believe our GMV, number of orders, and net revenue have continued to be impacted negatively, both directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments. We believe we have, and continue to work to position the business to benefit from an improvement in macroeconomic factors.

Current wording

Net revenue was $22.4 million for the three months ended March 31, 2026, as compared to $22.5 million for the three months ended March 31, 2025. The decrease of $0.2 million, or 1%, was mainly due to a decrease in GMV which was mainly due to a decrease in orders for the three months ended March 31, 2026. While the impacts are difficult to isolate and quantify, we believe our GMV, number of orders, and net revenue have continued to be impacted negatively, both directly and indirectly, by macroeconomic factors, including significant housing market volatility, significant capital market volatility, and global economic and geopolitical developments. We believe we have, and continue to work to position the business to benefit from an improvement in macroeconomic factors.

Previous wording

Our marketplace transaction fees represent the majority of our net revenue and accounted for 74% of our net revenue for each of the three months ended September 30, 2025 and 2024. Subscription fees accounted for 21% and 22% of our net revenue for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Our marketplace transaction fees represent the majority of our net revenue and accounted for 74% and 75% of our net revenue for the three months ended March 31, 2026 and 2025, respectively. Subscription fees accounted for 21% of our net revenue for each of the three months ended March 31, 2026 and 2025.

Previous wording

Cost of revenue was $5.6 million for the three months ended September 30, 2025, as compared to $6.2 million for the three months ended September 30, 2024. The decrease of $0.5 million, or 8%, was primarily driven by a $0.3 million decrease in net shipping expenses, partially due to an insurance recovery relating to a shipping matter and a $0.1 million decrease in credit card processing fees due to better pricing negotiated with one of our main payment processors.

Current wording

Cost of revenue was $5.7 million for the three months ended March 31, 2026, as compared to $6.2 million for the three months ended March 31, 2025. The decrease of $0.5 million, or 8%, was mainly due to a $0.2 million decrease in payment processing fees due to the decrease in GMV and a $0.2 million decrease in net shipping expenses partially due to a decrease in actual expenses during the quarter and a one-time recovery of carrier overcharges.

Previous wording

Gross profit was $16.3 million and gross margin was 74.3% for the three months ended September 30, 2025, as compared to gross profit of $15.0 million and gross margin of 71.0% for the three months ended September 30, 2024. The increase in gross profit and gross margin for the three months ended September 30, 2025 was primarily driven by the decrease in cost of revenue, and to a lesser extent, the increase in net revenue, as outlined above.

Current wording

Gross profit was $16.7 million and gross margin was 74.4% for the three months ended March 31, 2026, as compared to gross profit of $16.3 million and gross margin of 72.4% for the three months ended March 31, 2025. The increase in gross profit and gross margin for the three months ended March 31, 2026 was mainly due to the decrease in cost of revenue partially offset by the decrease in net revenue as outlined above.

Previous wording

Sales and marketing expense was $8.0 million for the three months ended September 30, 2025, as compared to $9.1 million for the three months ended September 30, 2024. The decrease of $1.2 million, or 13%, was mainly due to a $1.2 million decrease in performance-based marketing and promotional campaigns. We also had $0.7 million in savings from our January 2025 reduction in workforce which was offset by the $0.8 million of severance expense due to our September 2025 reorganization.

Current wording

Sales and marketing expense was $6.3 million for the three months ended March 31, 2026, as compared to $9.1 million for the three months ended March 31, 2025. The decrease of $2.8 million, or 31%, was mainly due to a $1.8 million decrease in performance-based marketing and promotional campaigns. We also had a $0.7 million net decrease in headcount costs mainly due to our 2025 restructuring, partially offset by severance from the March 2026 reorganization and annual compensation adjustments.

Previous wording

Technology development expense was $5.9 million for the three months ended September 30, 2025, as compared to $5.5 million for the three months ended September 30, 2024. The increase of $0.4 million, or 8%, was primarily driven by a $0.5 million increase in salaries and benefits mainly due to our annual compensation increases in March and additional bonus awards during the three months ended September 30, 2025.

Current wording

Technology development expense was $6.2 million for the three months ended March 31, 2026, as compared to $5.6 million for the three months ended March 31, 2025. The increase of $0.6 million, or 10%, was mainly due to a $0.5 million increase in salaries and benefits from our annual March compensation adjustments.

Previous wording

Provision for transaction losses was $0.8 million for the three months ended September 30, 2025, as compared to $0.9 million for the three months ended September 30, 2024. The decrease of $0.2 million, or 16%, was primarily driven by a decrease in the reserves for bad debt.

Current wording

Provision for transaction losses was $0.7 million for the three months ended March 31, 2026, as compared to $0.9 million for the three months ended March 31, 2025. The decrease of $0.2 million, or 25%, was mainly due to a decrease in damage and chargeback claims.

Previous wording

Other income, net was $1.2 million for the three months ended September 30, 2025, as compared to $1.7 million for the three months ended September 30, 2024. The decrease of $0.5 million, or 28%, was due mainly to lower interest income driven by lower cash, cash equivalents, and short-term investments for the three months ended September 30, 2025 coupled with lower interest rates.

Current wording

Other income, net was $1.1 million for the three months ended March 31, 2026, as compared to $1.5 million for the three months ended March 31, 2025. The decrease of $0.3 million, or 21%, was due mainly to lower interest income driven by lower cash, cash equivalents, and short-term investments for the three months ended March 31, 2026 coupled with lower interest rates.

Previous wording

We have included Adjusted EBITDA, which is a non-GAAP financial measure, because it is a key measure used by our management team to help us to assess our operating performance and the operating leverage in our business. We also use this measure to analyze our financial results, establish budgets and operational goals for managing our business, and make strategic decisions. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that we exclude from Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making. We also believe that the presentation of this non-GAAP financial measure provides an additional tool for investors to use in comparing our core business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors, and to analyze our operating performance.

Current wording

We have included Adjusted EBITDA, which is a non-GAAP financial measure, because it is a key measure used by our management team and our board of directors to help us to assess our operating performance and the operating leverage in our business. We also use this measure to analyze our financial results, establish budgets and operational goals for managing our business, and make strategic decisions. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that we exclude from Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making. We also believe that the presentation of this non-GAAP financial measure provides an additional tool for investors to use in comparing our core business and results of operations over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors, and to analyze our operating performance.

Previous wording

As of September 30, 2025, we had cash, cash equivalents and short-term investments of $93.4 million and an accumulated deficit of $345.0 million. Net cash used in operating activities was $6.7 million in the nine months ended September 30, 2025. We expect operating losses to continue in the foreseeable future as we continue to strategically invest in growth activities. Our cash flows, including net cash used in or provided by operating activities, may vary from quarter to quarter, due to the timing of payments to sellers, vendor contracts and prepayments, annual bonuses, marketing related expenses, and other factors. Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under our Stock Repurchase Programs.

Current wording

As of March 31, 2026, we had cash, cash equivalents and short-term investments of $85.3 million and an accumulated deficit of $348.2 million. Net cash provided by operating activities was $1.1 million in the three months ended March 31, 2026. We expect operating losses to continue in the foreseeable future as we continue to strategically invest in growth activities. Our cash flows, including net cash used in or provided by operating activities, may vary from quarter to quarter, due to the timing of payments to sellers, vendor contracts and prepayments, annual bonuses, marketing related expenses, and other factors. Our principal use of cash is to fund our operations including platform development to support our strategic initiatives and anticipated share repurchases under our Stock Repurchase Program. As we continue to enhance our processes and enter into a new agreement with our payment processors, in 2026 we expect to have certain funds classified as payment processor receivables and seller accounts, an other current asset on our consolidated balance sheet. This change is expected to lower our cash and cash equivalents balance by approximately $6 million to $10 million and increase our other current assets by the same approximate amounts. This change will have no impact on total current assets or total assets.

Previous wording

Subsequent to September 30, 2025, in November 2025, our Board of Directors authorized us to repurchase up to an aggregate of $12.0 million of our common stock (“2025 Stock Repurchase Program”). The Board also terminated the 2024 Stock Repurchase Program it previously authorized in August 2024. The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented:

Current wording

In November 2025, our Board of Directors authorized us to repurchase up to an aggregate of $12.0 million of our common stock (“2025 Stock Repurchase Program”). During the three months ended March 31, 2026, 1,735,588 shares of our common stock were repurchased for a total cost of $9.4 million and approximately $1.0 million remains available under our 2025 Stock Repurchase Program. The following table summarizes total treasury stock purchased under each of the Company's programs as of the periods presented:

Previous wording

Net cash used in operating activities was $6.7 million for the nine months ended September 30, 2025 and was due mainly to changes in operating assets and liabilities, including a $3.1 million decrease in operating lease liabilities due to our operating lease payments, a $1.8 million increase in prepaid expenses and other current assets due to timing of prepaid contracts, a $1.5 million decrease in payables due to sellers as a result of timing of when sellers are paid, and a $1.1 million decrease in accounts payable and accrued expenses due to the timing of vendor invoices and related invoices.

Current wording

Net cash provided by operating activities was $1.1 million for the three months ended March 31, 2026 and was mainly due to positive operating results. These positive results were partially offset by changes in operating assets and liabilities, including a $1.4 million increase in receivables from payment processors due to timing, a $1.1 million decrease in accounts payable and accrued expenses due to the timing of vendor payments and related invoices, and a $1.1 million decrease in operating lease liabilities due to our operating lease payments.

Previous wording

Net cash used in operating activities was $5.7 million for the nine months ended September 30, 2024, and was driven primarily by a $2.2 million decrease in accounts payable and accrued expenses due to the timing of payments and invoices, a $2.2 million decrease in operating lease liabilities due to the continued lease payments on our previous and current NYC headquarters, partially offset by our sublease income, and a $1.8 million decrease in other current liabilities and other liabilities related to payments to settle multiple Sales and other non-income tax contingencies. Theses decreases were partially offset by a $2.7 million increase in payables due to sellers due to timing of the bi-weekly payments we make to our sellers.

Current wording

Net cash used in operating activities was $0.1 million for the three months ended March 31, 2025 and was driven primarily by offsetting increases and decreases in operating assets and liabilities, including a $1.2 million increase in receivables from payment processors due to an increase in GMV and the timing of cash receipts from the payment processors, a $1.0 million decrease in operating lease liabilities due to our monthly operating lease payments, partially offset by a $1.2 million increase in payables due to sellers due to an increase in GMV and the timing of the payments we make to our sellers.

Previous wording

Net cash provided by investing activities was $4.2 million for the nine months ended September 30, 2025, and was mainly due to by $56.8 million in maturities and sales of short-term investments, partially offset by $51.9 million in purchases of short-term investments.

Current wording

Net cash provided by investing activities was $6.8 million for the three months ended March 31, 2026, and was mainly due to $22.0 million in maturities of short-term investments, partially offset by $15.0 million in purchases of short-term investments.

Previous wording

Net cash provided by investing activities was $15.3 million for the nine months ended September 30, 2024, and was driven primarily by $85.6 million maturities and sales of short-term investments, partially offset by $68.9 million purchases of short-term investments.

Current wording

Net cash used in investing activities was $3.3 million for the three months ended March 31, 2025, and was driven primarily by $24.0 million in purchases of short-term investments, partially offset by $21.0 million in maturities and sales of short-term investments.

Previous wording

Net cash used in financing activities was $3.8 million for the nine months ended September 30, 2025, and was driven primarily by $2.0 million of payments for taxes related to net share settlements of stock-based compensation awards and $1.8 million in repurchases of our common stock as part of our 2024 Stock Repurchase Program.

Current wording

Net cash used in financing activities was $10.3 million for the three months ended March 31, 2026, and was driven primarily by $9.1 million in repurchases of our common stock as part of our 2025 Stock Repurchase Program and $1.2 million of payments for taxes related to net share settlements of stock-based compensation awards.

Previous wording

Net cash used in financing activities was $25.2 million for the nine months ended September 30, 2024, and was driven primarily by $22.8 million in repurchases of our common stock as part of our 2023 and 2024 Stock Repurchase Programs and $3.2 million of payments for taxes related to net share settlements of stock-based compensation awards, partially offset by $0.8 million in proceeds from the exercise of stock options.

Current wording

Net cash used in financing activities was $2.4 million for the three months ended March 31, 2025, and was driven primarily by $1.8 million in purchases of our common stock as part of our 2024 Stock Repurchase Program and $0.6 million of payments for taxes related to net share settlements of stock-based compensation awards.

Previous wording

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

Current wording

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.