1stdibs (DIBS) CFO Vesting Triggers RSU Conversions; Net Withholding Executed

Rhea-AI Filing Summary

Thomas J. Etergino, Chief Financial Officer of 1stdibs.com, Inc. (DIBS), reported multiple vesting-related equity transactions on 09/08/2025. The filing shows four separate grant vesting events that added restricted stock units (RSUs) convertible 1-for-1 into common shares: 16,562; 14,104; 11,175; and 11,172 RSUs. Following these vestings, the reporting person’s beneficial ownership totals reported in the form range by line from 223,877 to 260,328 shares before an issuer tax-withholding settlement. The issuer withheld 19,391 shares via net settlement to satisfy tax obligations at a reported price of $2.80 per share, leaving 240,937 shares reported as beneficially owned after that disposition. The RSUs have various vesting schedules and no expiration dates.

Positive

• Multiple RSU vestings occurred, converting contingent awards into actual equity holdings for the CFO
• RSUs have no expiration dates, indicating long-term alignment with shareholder interests
• Tax withholding was handled via issuer net settlement, avoiding an open-market sale by the reporting person

Negative

• Issuer withheld 19,391 shares at a reported price of $2.80, reducing the reporting person’s post-transaction holdings
• Some vested RSU tranches begin quarterly vesting only after service periods, creating future dilution timing uncertainty

Insights

Securities Analyst

TL;DR: Multiple RSU vesting events increased the CFO's shareholdings, with a small net-share withholding to cover taxes; overall impact is routine and non-material.

The transactions are vesting-focused rather than open-market purchases, indicating compensation realization rather than acquisition-driven confidence. The net settlement of 19,391 shares to cover taxes at $2.80 was executed by the issuer, not an open-market sale. Reported beneficial ownership after these entries is 240,937 shares. For investors, this is a standard insider compensation event with limited immediate valuation impact.

Corporate Governance Expert

TL;DR: Transactions reflect contractual vesting and tax withholding; no indications of atypical insider activity or governance concerns.

The Form 4 documents scheduled vesting terms across multiple grant dates with quarter-based installment schedules and no expiration dates. The issuer's net share withholding to satisfy tax obligations is a common administrative step. There are no indications of discretionary open-market trading by the reporting person in this filing. From a governance perspective, disclosures appear complete and routine.

Insider Trade Summary

Net Seller: 19,391 shares ($54,295)

Net Sell 9 txns

Insider Etergino Thomas J

Role Chief Financial Officer

Sold 19,391 shs ($54K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,562	$0.00	--
Exercise	Restricted Stock Units	14,104	$0.00	--
Exercise	Restricted Stock Units	11,175	$0.00	--
Exercise	Restricted Stock Units	11,172	$0.00	--
Exercise	Common Stock	16,562	$0.00	--
Exercise	Common Stock	14,104	$0.00	--
Exercise	Common Stock	11,175	$0.00	--
Exercise	Common Stock	11,172	$0.00	--
Sale	Common Stock	19,391	$2.80	$54K

Holdings After Transaction: Restricted Stock Units — 49,688 shares (Direct); Common Stock — 223,877 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. These shares were retained by Issuer via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of restricted stock units ("RSUs") granted to the reporting person on June 2, 2022, March 14, 2023, and March 15, 2025. None of these shares were sold in an open market transaction. Twenty-five percent (25%) of the restricted stock units shall vest on June 8, 2023, provided the Reporting Person continues to have a service relationship with the Issuer at such time. Thereafter, the remaining seventy-five percent (75%) of the restricted stock units shall vest in 12 equal quarterly installments starting on September 8, 2023, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date. The initial number of restricted stock units granted shall vest in 12 equal quarterly installments starting on June 8, 2023, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date. The initial number of restricted stock units granted shall vest in 16 equal quarterly installments starting on June 8, 2024, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date. The initial number of restricted stock units granted shall vest in 16 equal quarterly installments starting on June 8, 2025, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Etergino Thomas J

(Last) (First) (Middle)

300 PARK AVENUE SOUTH

10TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
1stdibs.com, Inc. [ DIBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/08/2025		M		16,562	A	(1)	223,877	D
Common Stock	09/08/2025		M		14,104	A	(1)	237,981	D
Common Stock	09/08/2025		M		11,175	A	(1)	249,156	D
Common Stock	09/08/2025		M		11,172	A	(1)	260,328	D
Common Stock	09/08/2025		S		19,391(2)	D	$2.8	240,937	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/08/2025		M			16,562	(3)	(3)	Common Stock	16,562	$0	49,688	D
Restricted Stock Units	(1)	09/08/2025		M			14,104	(4)	(4)	Common Stock	14,104	$0	28,208	D
Restricted Stock Units	(1)	09/08/2025		M			11,175	(5)	(5)	Common Stock	11,175	$0	111,750	D
Restricted Stock Units	(1)	09/08/2025		M			11,172	(6)	(6)	Common Stock	11,172	$0	156,407	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

2. These shares were retained by Issuer via settlement on a net withholding basis in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of restricted stock units ("RSUs") granted to the reporting person on June 2, 2022, March 14, 2023, and March 15, 2025. None of these shares were sold in an open market transaction.

3. Twenty-five percent (25%) of the restricted stock units shall vest on June 8, 2023, provided the Reporting Person continues to have a service relationship with the Issuer at such time. Thereafter, the remaining seventy-five percent (75%) of the restricted stock units shall vest in 12 equal quarterly installments starting on September 8, 2023, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date.

4. The initial number of restricted stock units granted shall vest in 12 equal quarterly installments starting on June 8, 2023, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date.

5. The initial number of restricted stock units granted shall vest in 16 equal quarterly installments starting on June 8, 2024, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date.

6. The initial number of restricted stock units granted shall vest in 16 equal quarterly installments starting on June 8, 2025, provided the Reporting Person continues to have a service relationship with the Issuer at such time. The restricted stock units have no expiration date.

Remarks:

	/s/ Melanie Goins, Attorney-In-Fact for Thomas J Etergino	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Thomas J. Etergino report on Form 4 for DIBS?

The filing reports vesting of RSUs totaling 52, (sum) — specifically 16,562; 14,104; 11,175; and 11,172 RSUs into common stock and a net withholding of 19,391 shares to satisfy taxes at $2.80/share on 09/08/2025.

How many shares does the CFO beneficially own after these transactions?

The Form 4 shows a post-transaction beneficial ownership figure of 240,937 shares following the net withholding.

Were any shares sold in an open-market transaction by the reporting person?

No open-market sale by the reporting person is reported; the 19,391 shares were retained by the issuer via net settlement to meet tax withholding obligations.

Do the vested RSUs expire and how do they vest?

According to the form, the RSUs have no expiration date and vest according to specified schedules (initial 25% or installment-based quarterly vesting across various grant dates).

What price was used for the tax-withholding settlement?

The withholding was executed at a reported price of $2.80 per share.