0001600641false00016006412026-11-022026-11-02
——————————————————————————————————————————————————
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————————
FORM 8-K
——————————
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2026
——————————
1stdibs.com, Inc.
(Exact name of registrant as specified in its charter)
——————————
| | | | | | | | |
Delaware | 001-40453 | 94-3389618 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
| | |
300 Park Avenue South, 10th Floor New York, New York 10010 |
| (Address of principal executive offices, including zip code) |
|
(212) 627-3929 |
| (Registrant's telephone number, including area code) |
——————————
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | DIBS | | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
——————————————————————————————————————————————————
Item 2.02 Results of Operations and Financial Condition
On November 5, 2026, 1stdibs.com, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On November 2, 2026, David Rosenblatt, the current Chief Executive Officer (“CEO”) of the Company, notified the Company’s board of directors (the “Board”) of his decision to resign from the role of CEO (and principal executive officer), effective January 1, 2027. On November 5, 2026, the Company announced its leadership transition plan. Effective January 1, 2027, Mr. Rosenblatt will transition from CEO to the role of Executive Chairperson of the Board, continuing to serve as a director and providing other services to the Company, as described below. In connection with this transition, Mr. Rosenblatt will cease to be an “executive officer” of the Company as of January 1, 2027. In addition, on November 5, 2026, the Company announced that Bradford Shellhammer, the current Chief Product Officer and Chief Marketing Officer of the Company, will succeed Mr. Rosenblatt as CEO of the Company, effective January 1, 2027, at which time Mr. Shellhammer will also become the principal executive officer and a Section 16 officer of the Company.
In connection with the foregoing CEO transition, the Company expects that Mr. Shellhammer will be appointed to the Board upon assuming the position of CEO on January 1, 2027. The Company anticipates that the Board will increase its size by one director and appoint Mr. Shellhammer to fill the resulting newly created directorship at such time in connection with such transition. Mr. Shellhammer will not receive compensation for service on the Board.
Mr. Shellhammer, age 50, has served as the Company’s Chief Product Officer and Chief Marketing Officer since August 2025. Previously, he served as the Chief Product & Marketing Officer of Rent the Runway, Inc., a leading e-commerce fashion rental and resale business, from January 2025 to August 2025, after joining Rent the Runway as Chief Product Officer in October 2024. From June 2022 to October 2024, he served as Chief Product Officer at Reverb, Inc., a subsidiary of Etsy, Inc. and the largest online marketplace dedicated to musical instruments. Prior to that, Mr. Shellhammer served in various senior and executive roles at Ebay, Inc., a global marketplace, from February 2016 to June 2022, including leading the global buyer experience product management team, Ebay for Charity, and curation and merchandising during his tenure. He is also a three-time founder, including Fab.com, Bezar, and Queerty. Mr. Shellhammer holds a B.A. in Communications and Media Studies from Goucher College and an A.A.S. in Fashion Design from Parsons School of Design.
The full biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K with respect to Mr. Rosenblatt, age 58, is included in the Company’s definitive proxy statement on Schedule 14A, filed by the Company with the Securities and Exchange Commission on March 26, 2026, and is incorporated into this Item by reference.
There are no arrangements or understandings pursuant to which Mr. Shellhammer was appointed as a director or as an officer of the Company. Mr. Shellhammer has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Offer Letter with Mr. Shellhammer
On November 3, 2026, in connection with Mr. Shellhammer’s appointment as CEO, the Company entered into an offer letter with Mr. Shellhammer, which supersedes in its entirety Mr. Shellhammer’s original offer letter in connection with his employment as the Company’s Chief Product Officer and Chief Marketing Officer. The offer letter provides for an initial annual base salary of $600,000 and eligibility to receive an annual cash bonus targeted at $600,000 under the Company’s Executive Bonus Plan. Subject to approval by the Board following the effective date of his promotion, Mr. Shellhammer will receive an annual equity grant of 360,000 restricted stock units (“RSUs”) and a one-time promotion grant of 200,000 RSUs. The annual equity grant and promotion grant will vest in equal quarterly installments over three years and five years, respectively, with vesting commencing in each case on June 8, 2027, subject to his continued employment through each applicable vesting date and the terms of the Company’s 2021 Stock Incentive Plan (the “Plan”) and applicable award agreements. Mr. Shellhammer will continue to be eligible to participate in the Company’s employee benefit plans and Executive Severance Plan. The offer letter also continues the repayment obligations applicable to his previously paid signing bonus of $200,000 and retention bonus of $100,000. If Mr. Shellhammer resigns or is terminated for cause within 24 months after his original employment start date, he must repay 50% of the signing bonus and 100% of the retention bonus within 30 days following his resignation or termination.
The foregoing description of the offer letter with Mr. Shellhammer does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, which is included as Exhibit 10.1 to this Current Report, which is incorporated by reference into this Item 5.02.
Compensation Arrangement with Mr. Rosenblatt
On November 2, 2026, the Company and Mr. Rosenblatt entered into a compensation arrangement in connection with his anticipated transition from CEO to Executive Chairperson, which compensation arrangement supersedes in its entirety Mr. Rosenblatt’s current offer letter regarding his employment as CEO. The compensation arrangement provides that Mr. Rosenblatt will serve as Executive Chairperson from January 1, 2027 until the earlier of his death, resignation, removal, or incapacity. As Executive Chairperson, Mr. Rosenblatt’s duties will include chairing meetings of the Board, assisting with the transition of his duties as CEO to Mr. Shellhammer, providing advice, guidance, and assistance to the CEO, and providing such other advisory services as the Board deems appropriate from time to time. The compensation arrangement provides that, subject to approval by the Board following the effective date of his appointment as Executive Chairperson, Mr. Rosenblatt will receive an equity grant of 80,000 RSUs. The equity grant will vest in equal quarterly installments over one year, with vesting commencing on June 8, 2027, subject to his continued service through each applicable vesting date and the terms of the Plan and applicable award agreements. Mr. Rosenblatt will continue to be eligible to participate in the Company’s employee benefit plans.
Mr. Rosenblatt will be deemed a non-officer employee of the Company. As a non-officer Executive Chairperson, Mr. Rosenblatt will remain a participant in the Company’s Executive Severance Plan. Except as set forth above, Mr. Rosenblatt will not receive any additional compensation for his service as Executive Chairperson or as a member of the Board.
The foregoing description of the compensation arrangement with Mr. Rosenblatt does not purport to be complete and is qualified in its entirety by reference to the full text of the summary of the compensation arrangement, which is included as Exhibit 10.2 to this Current Report, which is incorporated by reference into this Item 5.02.
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the leadership transition plan. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated by reference into this Item 7.01.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report, including Exhibit 99.2, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 8.01 Other Events.
On November 3, 2026, the Company's Board of Directors authorized the Company to repurchase up to an aggregate of $5.0 million of its common stock (“November 2026 Share Repurchase Program”).
The November 2026 Share Repurchase Program may be effected, from time-to-time, through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The November 2026 Share Repurchase Program is not subject to a termination or expiration date, and it does not obligate the Company to acquire any specific number of shares. The timing, price and volume of repurchases will be based on a number of factors, including market conditions, relevant securities laws, and other considerations.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
10.1+ | | Offer Letter with Bradford Shellhammer |
10.2+ | | Summary of Compensation Arrangement with David Rosenblatt |
99.1 | | Press Release dated November 5, 2026 related to Q3 2026 Earnings Release |
99.2 | | Press Release dated November 5, 2026 related to CEO Transition |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
+ Indicates management contract or compensatory plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| |
| By: | /s/ David S. Rosenblatt |
Dated: November 5, 2026 | David S. Rosenblatt
Chief Executive Officer |
1stDibs Reports Third Quarter 2026 Financial Results
New York, NY — November 5, 2026 — 1stdibs.com, Inc. (NASDAQ: DIBS), a leading online marketplace for luxury design products ("1stDibs" or the "Company"), today reported financial results for its third quarter ended September 30, 2026.
Third Quarter 2026 Financial Highlights
•Net revenue was $23.1 million, an increase of 5% year-over-year.
•Gross profit was $16.9 million, an increase of 3% year-over-year.
•Gross margin was 73.2%, compared to 74.3% in the third quarter 2025.
•GAAP net loss was $1.2 million compared to a net loss of $3.5 million in the third quarter 2025.
•Non-GAAP Adjusted EBITDA and Adjusted EBITDA Margin were $1.0 million and 4.5%, respectively, compared to $(0.2) million and (1.1)%, respectively, in the third quarter 2025.
•Cash, cash equivalents and short-term investments totaled $69.0 million as of September 30, 2026.
“The third quarter was another quarter of product-driven improvement in our operating metrics,” said David Rosenblatt, Chief Executive Officer of 1stDibs. “Orders grew year over year for the first time since the fourth quarter of 2024, and GMV grew 4% despite continued softness in the high-end furniture market. We believe this performance reflects share gains as our product improvements reach more buyers. We see a large opportunity ahead, and we are focused on capturing it.”
“We delivered our fourth consecutive quarter of positive Adjusted EBITDA in the third quarter,” said Tom Etergino, Chief Financial Officer of 1stDibs. “We remain focused on expense discipline while investing in the product and engineering work behind our roadmap.”
Other Recent Business Highlights and Third Quarter Key Operating Metrics
•On November 3, 2026, our Board of Directors authorized us to repurchase up to an aggregate of $5.0 million of our common stock.
•Gross Merchandise Value ("GMV") was $92.6 million, an increase of 4% year-over-year.
•Number of Orders was approximately 32K, an increase of 1% year-over-year.
•Active Buyers was approximately 58K, a decrease of 8% year-over-year.
Financial Guidance and Outlook
The Company’s fourth quarter 2026 guidance is below.
| | | | | | | | | |
| Q4 2026 Guidance | | | | |
| GMV | $89.0 million - $95.0 million | | | | |
| Net revenue | $22.2 million - $23.4 million | | | | |
| Adjusted EBITDA margin (non-GAAP) | 1% - 4% | | | | |
Actual results may differ materially from our Financial Guidance and Outlook as a result of, among other things, the factors described under “Forward-Looking Statements” below.
A GAAP reconciliation to our non-GAAP guidance measure (adjusted EBITDA) is not available on a forward-looking basis without unreasonable effort due to the potential variability and uncertainty of expenses that may be incurred in the future. Stock-based compensation expense is impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to change. We have provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for our historical non-GAAP financial results included in this press release.
Webcast Information
1stDibs will host a webcast to discuss its third quarter 2026 financial results today at 8:00 a.m. Eastern Time. Investors and participants can access the webcast at the 1stDibs Investor Relations website (investors.1stdibs.com). A replay of the webcast will be available through the same link following the webcast, for one year thereafter.
Disclosure Information
In compliance with disclosure obligations under Regulation FD, 1stDibs announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, company blog posts, public conference calls and webcasts, as well as the investor relations website.
Final Results
The financial results discussed herein are presented on a preliminary basis; final data will be included in 1stDibs's Quarterly Report on Form 10-Q for the period ended September 30, 2026.
About 1stDibs
1stDibs is a leading online marketplace for connecting design lovers with highly coveted sellers and makers of vintage, antique, and contemporary furniture, home décor, art, jewelry, watches and fashion.
Investor Relations Contact:
Kevin LaBuz
investors@1stdibs.com
Forward-Looking Statements
This press release contains or references "forward-looking statements" and "forward-looking information" within the meaning of applicable federal and state securities laws (collectively, "forward-looking statements"). Forward-looking statements include statements relating to our financial guidance for the fourth quarter of 2026 and underlying assumptions; our ability to improve customer engagement and frequency; our ability to align our resources with strategic growth and profitability; and the impact of our marketing efforts. Any statements in this press release, other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations, long term operating expenses, and expectations for capital requirements, may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: "accelerate," "anticipate," "believe," "can," "contemplate," "continue," "could," "demand," "estimate," "expand," "expect," "focus," "intend," "may," "might," "objective," "ongoing," "opportunity," "outlook," "plan," "potential," "predict," "progress," "project," "should," "target," "will," "would," or the negative of these terms, or other comparable terminology or similar expressions intended to identify statements about the future.
These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the following: (1) our continued efforts to lay the foundation for future growth and deepen our lead in the luxury market; (2) our focus on efficiency and steps to align our expenses to current demand and the impact thereof; (3) our targets for sustaining growth, reducing our cost, increasing operating leverage, and re-engineering our cost base; and (4) our future results of operations and financial position, including our financial guidance and outlook and our targets for sustained positive Adjusted EBITDA and free cash flow. We cannot guarantee that any forward-looking statement will be accurate. Forward-looking statements are based on current expectations of future events and if these prove to be inaccurate, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to vary materially from those discussed or implied in the forward-looking statements. These risks and uncertainties include but are not limited to the following: (1) our ability to execute our business plan and strategies to achieve our strategic initiatives; (2) our ability to achieve future growth and attract, retain and engage buyers and sellers; (3) our ability to enhance GMV growth and shareholder value; (4) our ability to effectively manage and reduce operating costs, maintain a structurally leaner cost base, and realign investment priorities; (5) our ability to execute our stock repurchase program; and (6) macroeconomic conditions or geopolitical events or similar risks, as well as other risks, uncertainties, and other factors discussed in our filings with the Securities and Exchange Commission (the “SEC”), including our Form 10-K for the year ended December 31, 2025 and other periodic reports and filings we make with the SEC. We qualify all of our forward-looking statements by these cautionary statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, we cannot
guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. These forward-looking statements speak only as of the date of this press release and we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise, except as required by law.
Key Operating Metrics Definitions
Gross Merchandise Value
We define Gross Merchandise Value ("GMV") as the total dollar value from items sold by our sellers through 1stDibs in a given month, minus cancellations within that month, and excluding shipping and applicable taxes. GMV includes all sales reported to us by our sellers, whether transacted through the 1stDibs marketplace or reported as an offline sale. We view GMV as a measure of the total economic activity generated by our online marketplace, and as an indicator of the scale and growth of our online marketplace and the health of our ecosystem. Our historical performance for GMV may not be indicative of future performance in GMV.
Number of Orders
We define Number of Orders as the total number of orders placed or reported through the 1stDibs marketplace in a given month, minus cancellations within that month. Our historical performance for Number of Orders may not be indicative of future performance in Number of Orders.
Active Buyers
We define Active Buyers as buyers who have made at least one purchase through our online marketplace during the 12 months ended on the last day of the period presented, net of cancellations. A buyer is identified by a unique email address; thus an Active Buyer could have more than one account if they were to use a separate unique email address to set up each account. We believe this metric reflects scale, engagement and brand awareness, and our ability to convert user activity on our online marketplace into transactions. Our historical performance for Active Buyers may not be indicative of future performance in Active Buyers.
1STDIBS.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| Assets | (Unaudited) | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 19,985 | | | $ | 22,880 | |
| | | |
| Short-term investments | 49,058 | | | 72,157 | |
Accounts receivable, net of allowance for doubtful accounts of $76 and $72 at September 30, 2026 and December 31, 2025, respectively | 727 | | | 422 | |
| Prepaid expenses | 4,128 | | | 3,203 | |
| Receivables from payment processors and seller accounts | 11,423 | | | 1,990 | |
| Other current assets | 1,426 | | | 1,631 | |
| Total current assets | 86,747 | | | 102,283 | |
| Restricted cash, non-current | 3,723 | | | 3,704 | |
| Property and equipment, net | 2,527 | | | 2,731 | |
| Operating lease right-of-use assets | 13,734 | | | 16,665 | |
| Goodwill | 4,296 | | | 4,306 | |
| Other assets | 1,651 | | | 2,418 | |
| Total assets | $ | 112,678 | | | $ | 132,107 | |
| Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 917 | | | $ | 1,765 | |
| Payables due to sellers | 8,826 | | | 6,649 | |
| Accrued expenses | 10,977 | | | 9,461 | |
| Operating lease liabilities, current | 4,657 | | | 4,447 | |
| Other current liabilities | 3,002 | | | 2,059 | |
| Total current liabilities | 28,379 | | | 24,381 | |
| Operating lease liabilities, non-current | 10,621 | | | 14,141 | |
| Other liabilities | 4 | | | 4 | |
| Total liabilities | 39,004 | | | 38,526 | |
| Commitments and contingencies | | | |
| Stockholders’ equity: | | | |
Preferred stock, $0.01 par value; 10,000,000 shares authorized as of September 30, 2026 and December 31, 2025; zero shares issued and outstanding as of September 30, 2026 and December 31, 2025 | — | | | — | |
| Common stock, $0.01 par value; 400,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 45,430,068 and 44,086,361 shares issued as of September 30, 2026 and December 31, 2025, respectively; and 34,050,988 and 36,848,301 outstanding as of September 30, 2026 and December 31, 2025, respectively | 454 | | | 441 | |
Treasury stock, at cost; 11,379,080 and 7,238,060 shares as of September 30, 2026 and December 31, 2025, respectively | (55,707) | | | (34,977) | |
| Additional paid-in capital | 479,555 | | | 474,288 | |
| Accumulated deficit | (350,464) | | | (346,018) | |
| Accumulated other comprehensive loss | (164) | | | (153) | |
| Total stockholders’ equity | 73,674 | | | 93,581 | |
| Total liabilities and stockholders’ equity | $ | 112,678 | | | $ | 132,107 | |
1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net revenue | $ | 23,094 | | | $ | 21,972 | | | $ | 68,799 | | | $ | 66,652 | |
| Cost of revenue | 6,193 | | | 5,641 | | | 18,002 | | | 18,101 | |
| Gross profit | 16,901 | | | 16,331 | | | 50,797 | | | 48,551 | |
| Operating expenses: | | | | | | | |
| Sales and marketing | 5,347 | | | 7,959 | | | 17,017 | | | 25,217 | |
| Technology development | 6,364 | | | 5,906 | | | 18,868 | | | 17,420 | |
| General and administrative | 6,495 | | | 6,358 | | | 19,996 | | | 19,916 | |
| Provision for transaction losses | 952 | | | 791 | | | 2,555 | | | 2,653 | |
| | | | | | | |
| Total operating expenses | 19,158 | | | 21,014 | | | 58,436 | | | 65,206 | |
| Loss from operations | (2,257) | | | (4,683) | | | (7,639) | | | (16,655) | |
| Other income, net: | | | | | | | |
| Interest income | 637 | | | 977 | | | 2,195 | | | 3,065 | |
| | | | | | | |
| Other, net | 390 | | | 252 | | | 1,055 | | | 1,040 | |
| Total other income, net | 1,027 | | | 1,229 | | | 3,250 | | | 4,105 | |
| Net loss before income taxes | (1,230) | | | (3,454) | | | (4,389) | | | (12,550) | |
| Provision for income taxes | (19) | | | (52) | | | (57) | | | (75) | |
| Net loss | $ | (1,249) | | | $ | (3,506) | | | $ | (4,446) | | | $ | (12,625) | |
| | | | | | | |
| | | | | | | |
| Net loss per share—basic and diluted | $ | (0.04) | | | $ | (0.10) | | | $ | (0.13) | | | $ | (0.35) | |
| Weighted average common shares outstanding—basic and diluted | 33,724,732 | | | 36,338,544 | | | 34,838,133 | | | 35,913,430 | |
1STDIBS.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2026 | | 2025 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (4,446) | | | $ | (12,625) | |
| Adjustments to reconcile net loss to net cash from operating activities: | | | |
| Depreciation and amortization | 1,113 | | | 1,272 | |
| Stock-based compensation expense | 8,765 | | | 10,838 | |
| Provision for transaction losses, returns and refunds | 619 | | | 453 | |
| | | |
| Non-cash operating lease expense | 2,930 | | | 2,742 | |
| Accretion of discounts and amortization of premiums on short-term investments, net | 9 | | | (353) | |
| Other, net | 581 | | | 15 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | (443) | | | (435) | |
| Prepaid expenses and other current assets | (1,270) | | | (1,758) | |
| Receivables from payment processors and seller accounts | (9,433) | | | (837) | |
| Other assets | 664 | | | (27) | |
| Accounts payable and accrued expenses | 670 | | | (1,070) | |
| Payables due to sellers | 2,177 | | | (1,510) | |
| Operating lease liabilities | (3,310) | | | (3,119) | |
| Other current liabilities and other liabilities | 940 | | | (293) | |
| Net cash used in operating activities | (434) | | | (6,707) | |
| Cash flows from investing activities: | | | |
| Maturities of short-term investments | 41,529 | | | 55,800 | |
| Sales of short-term investments | 9,006 | | | 988 | |
| Purchases of short-term investments | (27,787) | | | (51,909) | |
| | | |
| Purchases of property and equipment | (868) | | | (677) | |
| | | |
| Net cash provided by investing activities | 21,880 | | | 4,202 | |
| Cash flows from financing activities: | | | |
| Proceeds from exercise of stock options | 44 | | | — | |
| Payments for repurchase of common stock | (20,730) | | | (1,794) | |
| Payments for taxes related to net share settlement of stock-based compensation awards | (3,574) | | | (1,982) | |
| Net cash used in financing activities | (24,260) | | | (3,776) | |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (62) | | | 294 | |
| Net decrease in cash, cash equivalents, and restricted cash | (2,876) | | | (5,987) | |
| Cash, cash equivalents, and restricted cash at beginning of the period | 26,584 | | | 29,621 | |
| Cash, cash equivalents, and restricted cash at end of the period | $ | 23,708 | | | $ | 23,634 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin
In this press release, we provide Adjusted EBITDA, a non-GAAP financial measure that represents our net loss adjusted to exclude: (1) depreciation and amortization; (2) stock-based compensation expense; (3) other income, net; (4) provision for income taxes; (5) litigation reserves, settlements, and related expenses; and (6) restructuring expenses. We also provide Adjusted EBITDA Margin, a non-GAAP financial measure that presents Adjusted EBITDA divided by net revenue. Below is a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA.
We have included Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures, because they are key measures used by our management team to help us to assess our operating performance and the operating leverage in our business. We also use these measures to analyze our financial results, establish budgets and operational goals for managing our business, and make strategic decisions. We believe that Adjusted EBITDA and Adjusted EBITDA Margin help 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 and Adjusted EBITDA Margin. Accordingly, we believe that these metrics provide useful information to investors and others in understanding and evaluating our results of operations, enhance 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 these non-GAAP financial measures 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.
The non-GAAP financial measures presented may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. The non-GAAP financial measures presented should not be considered as the sole measure of our performance and should not be considered in isolation from, or as a substitute for, comparable financial measures calculated in accordance with GAAP. Further, these non-GAAP financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Accordingly, these non-GAAP financial measures should be considered as supplemental in nature, and are not intended, and should not be construed, as a substitute for the related financial information calculated in accordance with GAAP. These limitations of Adjusted EBITDA and Adjusted EBITDA Margin include the following:
•The exclusion of certain recurring, non-cash charges, such as depreciation and amortization of property and equipment. While these are non-cash charges, we may need to replace the assets being depreciated in the future and Adjusted EBITDA does not reflect cash requirements for these replacements or new capital expenditure requirements;
•The exclusion of stock-based compensation expense, which has been a significant recurring expense and will continue to constitute a significant recurring expense for the foreseeable future, as equity awards are expected to continue to be an important component of our compensation strategy;
•The exclusion of other income, net, which includes interest income related to our cash, cash equivalents and short-term investments and realized and unrealized gains and losses on foreign currency exchange;
•The exclusion of provision for income taxes;
•The exclusion of litigation reserves, settlements, and related expenses for specific proceedings that we have determined arise outside of the ordinary course of business and are nonrecurring, infrequent or unusual; and
•The exclusion of discrete restructuring expenses such as severance and benefit costs from reductions in force and reorganizations that are fundamentally different in strategic nature from ongoing initiatives. We believe exclusion of these items facilitates a more consistent comparison of operating performance over time because they are distinct from ongoing operational costs.
Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA Margin alongside other financial performance measures, including net loss and our other GAAP results.
Free Cash Flow
Free cash flow is a non-GAAP financial measure defined as net cash from operating activities less purchases of property and equipment. We use free cash flow as a supplemental measure of liquidity and to evaluate our ability to generate cash from operations that can be used for strategic initiatives and working capital requirements.
We believe that free cash flow is an important financial measure for use in evaluating our financial performance. Free cash flow has limitations as it omits certain components of the consolidated statements of cash flows and does not represent the residual cash flow available for discretionary expenditures. Other companies may calculate free cash flow differently, which reduces its usefulness as a comparative measure. As a result of these limitations, free cash flow should be considered in addition to, rather than as a substitute for, net cash from operating activities as a measure of our liquidity and our other GAAP results.
The information in the tables below sets forth the non-GAAP financial measures along with the most directly comparable GAAP financial measures.
1STDIBS.COM, INC.
Reconciliation of Net Loss to Adjusted EBITDA
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net loss | $ | (1,249) | | | $ | (3,506) | | | $ | (4,446) | | | $ | (12,625) | |
| Excluding: | | | | | | | |
| Depreciation and amortization | 358 | | | 392 | | | 1,113 | | | 1,272 | |
| Stock-based compensation expense | 2,772 | | | 3,246 | | | 8,765 | | | 10,838 | |
| Other income, net | (1,027) | | | (1,229) | | | (3,250) | | | (4,105) | |
| Provision for income taxes | 19 | | | 52 | | | 57 | | | 75 | |
| | | | | | | |
| Litigation reserves, settlements, and related expenses | 157 | | | — | | | 157 | | | — | |
| Restructuring expenses | — | | | 802 | | | 494 | | | 802 | |
| | | | | | | |
| Adjusted EBITDA (non-GAAP) | $ | 1,030 | | | $ | (243) | | | $ | 2,890 | | | $ | (3,743) | |
| Divided by: | | | | | | | |
| Net revenue | $ | 23,094 | | | $ | 21,972 | | | $ | 68,799 | | | $ | 66,652 | |
| Adjusted EBITDA Margin (non-GAAP) | 4.5 | % | | (1.1) | % | | 4.2 | % | | (5.6) | % |
1STDIBS.COM, INC.
Reconciliation of Net Cash From Operating Activities to Free Cash Flow
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net loss | $ | (1,249) | | | $ | (3,506) | | | $ | (4,446) | | | $ | (12,625) | |
| Adjustments to reconcile net loss to net cash from operating activities: | | | | | | | |
| Depreciation and amortization | 358 | | | 392 | | | 1,113 | | | 1,272 | |
| Stock-based compensation expense | 2,772 | | | 3,246 | | | 8,765 | | | 10,838 | |
| Provision for transaction losses, returns and refunds | 280 | | | 159 | | | 619 | | | 453 | |
| Non-cash operating lease expense | 994 | | | 965 | | | 2,930 | | | 2,742 | |
| Accretion of discounts and amortization of premiums on short-term investments, net | (5) | | | (103) | | | 9 | | | (353) | |
| Other, net | (23) | | | 80 | | | 581 | | | 15 | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accounts receivable | (224) | | | (130) | | | (443) | | | (435) | |
| Prepaid expenses and other current assets | (236) | | | (497) | | | (1,270) | | | (1,758) | |
Receivables from payment processors and seller accounts(1) | (2,032) | | | 58 | | | (9,433) | | | (837) | |
| Other assets | 270 | | | 379 | | | 664 | | | (27) | |
| Accounts payable and accrued expenses | 1,773 | | | 610 | | | 670 | | | (1,070) | |
| Payables due to sellers | 1,432 | | | (1,862) | | | 2,177 | | | (1,510) | |
| Operating lease liabilities | (1,120) | | | (1,088) | | | (3,310) | | | (3,119) | |
| Other current liabilities and other liabilities | 278 | | | (171) | | | 940 | | | (293) | |
Net cash provided by (used in) operating activities | $ | 3,268 | | | $ | (1,468) | | | $ | (434) | | | $ | (6,707) | |
| Purchases of property and equipment | (339) | | | (228) | | | (868) | | | (677) | |
| Free cash flow (non-GAAP) | $ | 2,929 | | | $ | (1,696) | | | $ | (1,302) | | | $ | (7,384) | |
(1) - As of September 30, 2026, a change to our payment processor agreement resulted in a reclassification of cash and cash equivalents to receivables from payment processors and seller accounts, which is recorded in total current assets, and negatively impacted free cash flow by approximately $2.3 million and $8.2 million for the three and nine months ended September 30, 2026, respectively.
FOR IMMEDIATE RELEASE
1stDibs Announces Leadership Transition: Bradford Shellhammer to Become Chief Executive Officer, David Rosenblatt Transitions to Executive Chair, effective January 1, 2027
NEW YORK, Nov. 5, 2026 /Businesswire/ -- 1stDibs.com, Inc. (NASDAQ: DIBS), a leading online marketplace for luxury and design, today announced a leadership transition plan. Bradford Shellhammer, the company’s Chief Product Officer and Chief Marketing Officer, will become Chief Executive Officer and a member of the company’s Board of Directors effective January 1, 2027. David Rosenblatt, who has served as Chief Executive Officer and Chair of the Board since 2011, will transition to Executive Chair.
David Rosenblatt said, “When I joined, we were a niche listings site, mostly domestic and mostly focused on vintage and antique furniture. We made the leap to become a transactional marketplace, have become fully global and established a strong presence in additional verticals. It has been an honor to lead 1stDibs for the last 15 years.
I could not be more excited to see Bradford usher in the next era of growth at 1stDibs. Bradford is a perfect exemplar individually of what we are as a company: a marriage of sophisticated technology and deep experience in design. In his time here, he has modernized our approach to marketing and design, rebuilt our product roadmap to substantially improve the experience of our buyers and sellers, and laid the foundation to do what he has done in his past roles: appeal to the next generation of design enthusiasts without losing the customers who have been with us for over two decades.”
Bradford Shellhammer said, “I am deeply honored to succeed David and step into the role of CEO of 1stDibs. Over the past 15 months, I have met and listened directly to our sellers and buyers. Solving their top problems has become our blueprint for innovation. We are fully committed to keeping our platform safe and trustworthy, removing friction for our community, deepening our partnership with our dealers, and making the world’s most extraordinary design welcoming, accessible, and inspiring for every collector, from the aficionado to the emerging connoisseur.”
Lead Independent Director Matt Cohler commented, “Bradford is the right leader to guide 1stDibs into its next chapter, and the Board is fully confident in his ability to do so. On behalf of the Board, I thank David for his service and for the strong foundation he has built. We are fortunate that he will remain involved as Executive Chair.”
About Bradford Shellhammer
Bradford Shellhammer serves as 1stDibs’ Chief Product Officer and Chief Marketing Officer, leading the company’s Product, Marketing, Supply, and Operations functions. He joined 1stDibs in August 2025 after serving as Chief Product and Marketing Officer at Rent the Runway. Previously, he was Chief Product Officer at Reverb and held roles at eBay, most recently as VP of Buyer Experience. Bradford has also founded three start-ups, most notably Fab.com, a flash sale site for homeware and design.
About 1stDibs
1stDibs is a leading luxury marketplace connecting design lovers with sellers and makers of highly coveted vintage, antique and contemporary furniture, home decor, art, fine jewelry, watches and fashion.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the timing of the leadership transition. These statements involve risks and uncertainties that could cause actual results to differ materially. Please see 1stDibs’ filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent reports, for a discussion of these risks.
Media Contact: Sam Pape | samuel.pape@1stdibs.com
Investor Relations Contact: Kevin Labuz | investors@1stdibs.com
