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PRE-MKT · 04:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

DIBS

1stdibs.com, Inc.
NASDAQ · CONSUMER DISCRETIONARY · RETAIL-CATALOG & MAIL-ORDER HOUSES
4.53
+0.17 +3.90%
USD · close Oct 23

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How DIBS rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
75%
of sentences unchanged
Added
122
new sentences
Dropped
106
sentences removed
Length
+293
words, now 27,133

New in FY2025

  • We incurred net losses of $13.7 million, $18.6 million, and $22.7 million during the fiscal years ended December 31, 2025, 2024, and 2023, respectively.
  • We had an accumulated deficit of $346.0 million as of December 31, 2025.
  • We expect to incur net losses in the future.
  • Our operating expenses may increase substantially in the foreseeable future to the extent necessary that we may hire additional employees, invest in expanding our seller and buyer base and deepening our existing seller and buyer relationships, expand across and within product verticals, increase our marketing efforts and brand awareness.
  • Our net revenue and results of operations fluctuate within each period and from period to period, causing our stock price to fluctuate and making our financial results difficult to predict.
  • Our quarterly and annual net revenue and results of operations, as well as our key metrics, have historically fluctuated from period to period, with net revenue of $89.6 million, $88.3 million, and $84.7 million during the fiscal years ended December 31, 2025, 2024, and 2023, respectively.
  • Factors that may cause fluctuations in our quarterly results of operations, many of which are beyond our control, include, but are not limited to, the following: • fluctuations in net revenue generated from sales of luxury design items through our online marketplace; • our success in attracting and retaining buyers and sellers to and on our online marketplace, and our ability to do so in a cost-efficient manner; • our ability to attract users to our website and convert users to Active Buyers on our online marketplace; • Active Buyers with multiple unique email accounts that are undetected and in violation of our terms of service as we could be overestimating the number of Active Buyers; • the amount and timing of our operating expenses; • our ability to continue to source and provide available luxury design items on our online marketplace; • the timing and success of new services, features, and offerings we introduce through our e-commerce platform; • our ability to compete successfully; • our ability to increase brand awareness of our company and our online marketplace; • our ability to manage our existing business and future growth; • our ability to effectively scale our operations while maintaining high-quality service and seller and buyer satisfaction; • the amount, timing, and results of our investments to maintain and improve our technology infrastructure and platform, and our ability to do so in a cost-effective manner; • our ability to increase and manage the growth of our international operations, including our international seller and buyer base, and our ability to manage the risks associated therewith; • changes in our key metrics or the methods used to calculate our key metrics; • more challenging comparisons to prior periods as our net revenue grows; • a decrease in the growth of our overall market or market saturation; • our failure to capitalize on growth opportunities; • seasonality, including seasonal buying patterns, which vary from quarter to quarter or year to year; • changes in laws, regulations, governmental policies, or accounting principles that impact our business, business partners or customers; • disruptions or defects in our e-commerce platform, such as service interruptions or privacy or data security breaches; • changes in the terms of our seller agreements; • our ability to hire and retain talented employees and professional contractors at all levels of our business; • the changing consumer behaviors and factors that affect consumer behaviors and spending, such as economic conditions, inflationary pressures, interest rates, discretionary spending patterns, employment levels, instability in the housing market, geopolitical crises, or significant economic or social disruption; and • economic and market conditions, particularly those affecting the luxury design items industry, such as fluctuations in inflation, interest, and currency exchange rates or supply chain or global shipping disruptions.
  • Our ability to grow our business and market share depend on our ability to attract and maintain an active community of buyers and sellers and to ensure a sufficient volume of listings on our online marketplace.
  • Our business growth and market success depend on our ability to cost-effectively attract, retain, and grow relationships with active buyers and sellers, and in turn, the volume of luxury design items listed and sold through our online marketplace.
  • Even if we are able to attract new buyers and sellers to replace any that we lose, they may not maintain the same level of activity and generate the same level of revenue.
  • If we are unable to retain existing, or attract new, buyers and sellers, our growth prospects would be harmed, which could substantially harm our business, results of operations, and financial condition.
  • We are highly selective in the sellers we allow onto our online marketplace and sellers undergo an evaluation by our in-house experts to vet the quality of their inventory before they are allowed to join our online marketplace.
  • Moreover, we may not benefit from our acquisitions as we expect, or in the time frame we expect, or we may elect to divest ourselves of prior acquisitions.
  • Finally, acquisitions could be viewed negatively by analysts and investors or by our buyers and sellers.
  • We have built a trusted online marketplace with a reputation for authentic luxury design items as a result of our evaluations by in-house experts to vet the quality of sellers’ inventory.
  • While we have invested heavily in our vetting of sellers’ listings as described above, we cannot accurately authenticate every item that is listed with us.
  • The sale of any counterfeit goods may damage our reputation as a trusted online marketplace for authenticated, luxury design items, which may impact our ability to attract and maintain repeat buyers and sellers.
  • If we are unable to maintain the quality and authenticity of the items listed on our online marketplace, our ability to retain and attract buyers and sellers could be impaired and our reputation, brand, and business could suffer.
  • Although we do not create or take possession of the items listed on our online marketplace, we have from time to time received, and may in the future receive, communications alleging that items listed on our online marketplace infringe third-party copyrights, trademarks, patents, or other intellectual property rights, that items we list from our sellers contain materials such as fur, python, ivory, and other exotic animal product components, that are subject to regulation or cultural patrimony considerations, or that may be deemed hazardous or illegal, or that items listed on our online marketplace originate from a sanctioned jurisdiction.
  • Under current U.S. copyright law and the Communications Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our buyers and sellers.
  • In addition, negative publicity relating to the actual or perceived listing or sale of stolen goods using our services could damage our reputation and discourage our buyers and sellers from using our services.
  • Delays or interruptions may be caused by events that are beyond the control of the delivery services, such as inclement weather, natural disasters, transportation disruptions, delays in customs inspections, duties, taxes, and tariffs, terrorism, war, geopolitical tension, public health crises, or labor unrest.
  • We believe our ability to compete depends on many factors within and beyond our control, including: • engaging and enhancing our relationships with existing buyers and sellers and attracting new buyers and sellers; • maintaining favorable brand recognition and effectively delivering our online marketplace to buyers and sellers; • identifying and delivering authentic luxury design items; • the amount, diversity, and quality of luxury design items that we or our competitors offer; • our ability to expand the verticals for luxury design items listed on our online marketplace; • the price at which listed, authenticated luxury design items through our online marketplace are offered; • the speed and cost at which we can authenticate and make available listed luxury design items; and • the ease with which our sellers can list and sell, and our buyers can purchase and return, luxury design items sold and purchased on our online marketplace.
  • Failure to adequately meet these demands may cause us to lose potential buyers and sellers which could harm our business.
  • We maintain an allowance for transaction losses, which consists primarily of losses resulting from our purchase protection program, including damages to products caused by shipping and transit, items that were not received or not as represented by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience.
  • Transaction loss expense associated with our purchase protection program accounted for approximately 72%, 70%, and 87%, of the provision for transaction losses in the years ended December 31, 2025, 2024, and 2023, respectively, with discretionary buyer reimbursements, which are part of the purchase protection program, constituting a small portion thereof.
  • However, our historical experience may not be indicative of future trends and transaction loss expense associated with our purchase protection program, including buyer reimbursements, or bad debt expense may increase or fluctuate from period to period.
  • Further, our provision for transaction losses may fluctuate depending on many factors, including changes to our purchase protection programs and the impact of regulatory changes, and we may see the provision for transaction losses increase proportionally with our on-platform GMV and net revenue.
  • Other factors that may negatively influence consumer spending on luxury design items include unemployment levels, inflation, volatile exchange rates that could make items of international origin more expensive than items of domestic origin, higher taxes, duties and tariffs, reduced access to credit, higher consumer debt levels, reductions in net worth, declines in asset values, home foreclosures and reductions in home values, fluctuating interest rates, changes to economic policy, fluctuating fuel and other energy costs, fluctuating commodity prices, government shutdowns, financial distress caused by bank failures, concerns about the stability and liquidity of certain financial institutions, volatility or disruption in the capital markets, a global health pandemic, international trade disputes, or geopolitical instability.
  • If we fail to successfully anticipate and respond to changing preferences among our buyers and sellers, our ability to grow our business and our results of operations may suffer.
  • We intend to deepen our penetration in our existing verticals for luxury design items and continue to explore additional verticals to serve existing, and attract new, buyers and sellers.
  • For buyers, maintaining our brand requires that we foster trust through authentication and responsive and effective customer service, as well as ensuring that we have vetted the quality of our sellers’ inventory.
  • Maintaining and promoting awareness of our online marketplace is important to our ability to retain existing, and to attract new, buyers and sellers.
  • We rely in part on digital advertising, including search engine marketing, to promote awareness of our online marketplace, grow our business, attract new, and increase engagement with existing, buyers and sellers.
  • Search engine companies change their search algorithms periodically, including with the introduction of generative engine search functionality, and our ranking in searches or discoverability via generative search results may be adversely impacted by those changes.
  • If search engines change their algorithms, terms of service, display, or the featuring of search results, determine we are out of compliance with their terms of service or if competition increases for advertisements, we may be unable to cost-effectively add buyers and sellers to our website and apps.
  • If the mobile solutions available to buyers and sellers are not effective, the use of our platform could decline.
  • Visits and purchases made on mobile devices by consumers, including buyers, have increased significantly in recent years and now comprise a majority of visitors to our online marketplace.
  • The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or less appealing to buyers and sellers.
  • Further, although we strive to provide engaging mobile experiences for buyers and sellers who visit our mobile website using a browser on their mobile device, we depend on buyers and sellers downloading our mobile apps to provide them the optimal mobile experience.

and 82 more.

Gone since FY2024

  • We incurred net losses of $18.6 million, $22.7 million, and $22.5 million during the fiscal years ended December 31, 2024, 2023, and 2022, respectively.
  • We had an accumulated deficit of $332.4 million as of December 31, 2024.
  • We expect to incur significant losses in the future.
  • Our operating expenses may increase substantially in the foreseeable future to the extent necessary that we may hire additional employees, invest in expanding our seller and buyer base and deepening our existing seller and buyer relationships, expand across and within product verticals, increase our marketing efforts and brand awareness, and invest in expanding our international operations.
  • Our net revenue and results of operations fluctuate within each quarter and from quarter to quarter, causing our stock price to fluctuate and making our financial results difficult to predict.
  • Our quarterly and annual net revenue and results of operations, as well as our key metrics, have historically fluctuated from period to period, with net revenue of $88.3 million, $84.7 million, and $96.8 million during the fiscal years ended December 31, 2024, 2023, and 2022, respectively.
  • Factors that may cause fluctuations in our quarterly results of operations, many of which are beyond our control, include, but are not limited to, the following: • fluctuations in net revenue generated from sales of luxury design items through our online marketplace; • our success in attracting and retaining sellers and buyers to and on our online marketplace, and our ability to do so in a cost-efficient manner; • our ability to attract users to our website and convert users to Active Buyers on our online marketplace; • Active Buyers with multiple unique email accounts that are undetected and in violation of our terms of service as we could be overestimating the number of Active Buyers; • the amount and timing of our operating expenses; • our ability to continue to source and provide available luxury design items on our online marketplace; • the timing and success of new services, features, and offerings we introduce through our e-commerce platform; • our ability to compete successfully; • our ability to increase brand awareness of our company and our online marketplace; • our ability to manage our existing business and future growth; • our ability to effectively scale our operations while maintaining high-quality service and seller and buyer satisfaction; • the amount, timing, and results of our investments to maintain and improve our technology infrastructure and platform, and our ability to do so in a cost-effective manner; • our ability to increase and manage the growth of our international operations, including our international seller and buyer base, and our ability to manage the risks associated therewith; • changes in our key metrics or the methods used to calculate our key metrics; • more challenging comparisons to prior periods as our net revenue grows; • a decrease in the growth of our overall market or market saturation; • our failure to capitalize on growth opportunities; • seasonality, including seasonal buying patterns, which vary from quarter to quarter or year to year; • changes in laws, regulations, governmental policies, or accounting principles that impact our business, business partners or customers; • disruptions or defects in our e-commerce platform, such as service interruptions or privacy or data security breaches; • changes in the terms of our seller agreements; • our ability to hire and retain talented employees and professional contractors at all levels of our business; • the changing consumer behaviors and factors that affect consumer behaviors and spending, such as economic conditions, inflationary pressures, interest rates, discretionary spending patterns, employment levels, instability in the housing market, geopolitical crises, or significant economic or social disruption; and • economic and market conditions, particularly those affecting the luxury design items industry, such as fluctuations in inflation and interest rates or supply chain or global shipping disruptions.
  • Our ability to grow our business and market share depend on our ability to attract and maintain an active community of sellers and buyers and to ensure a sufficient volume of listings on our online marketplace.
  • Our business growth and market success depend on our ability to cost-effectively attract, retain, and grow relationships with active sellers and buyers, and in turn, the volume of luxury design items listed and sold through our online marketplace.
  • Even if we are able to attract new sellers and buyers to replace any that we lose, they may not maintain the same level of activity and generate the same level of revenue.
  • If we are unable to retain existing, or attract new, sellers and buyers, our growth prospects would be harmed, which could substantially harm our business, results of operations, and financial condition.
  • We are highly selective in the sellers we allow onto our online marketplace and sellers undergo an evaluation by our in-house experts to vet the integrity of their listings before they are allowed to join our online marketplace.
  • For example, in May 2019, we acquired Design Manager, a project management and accounting software company for interior designers.
  • Also, in June 2022, we sold 100% of our equity interest in Design Manager.
  • Moreover, we may not benefit from our acquisitions as we expect, or in the time frame we expect, or we may elect to divest ourselves of prior acquisitions, such as our sale of Design Manager in June 2022.
  • Finally, acquisitions could be viewed negatively by analysts and investors or by our sellers and buyers.
  • We have built a trusted online marketplace with a reputation for authentic luxury design items as a result of our evaluations by in-house experts to vet the integrity of sellers’ listings.
  • While we have invested heavily in our seller vetting process as described above, we cannot accurately authenticate every item that is listed with us.
  • The sale of any counterfeit goods may damage our reputation as a trusted online marketplace for authenticated, luxury design items, which may impact our ability to attract and maintain repeat sellers and buyers.
  • If we are unable to maintain the quality and authenticity of the items listed on our online marketplace, our ability to retain and attract sellers and buyers could be impaired and our reputation, brand, and business could suffer.
  • Although we do not create or take possession of the items listed on our online marketplace, we have from time to time received, and may in the future receive, communications alleging that items listed on our online marketplace infringe third-party copyrights, trademarks, patents, or other intellectual property rights, or that items we list from our sellers contain materials such as fur, python, ivory, and other exotic animal product components, that are subject to regulation or cultural patrimony considerations, or that may be deemed hazardous or illegal.
  • Under current U.S. copyright law and the Communications Decency Act, we may benefit from statutory safe harbor provisions that protect us from liability for content posted by our sellers and buyers.
  • In addition, negative publicity relating to the actual or perceived listing or sale of stolen goods using our services could damage our reputation and discourage our sellers and buyers from using our services.
  • Delays or interruptions may be caused by events that are beyond the control of the delivery services, such as inclement weather, natural disasters, transportation disruptions, delays in customs inspections, terrorism, war, geopolitical tension, public health crises, or labor unrest.
  • We believe our ability to compete depends on many factors within and beyond our control, including: • engaging and enhancing our relationships with existing sellers and buyers and attracting new sellers and buyers; • maintaining favorable brand recognition and effectively delivering our online marketplace to sellers and buyers; • identifying and delivering authentic luxury design items; • the amount, diversity, and quality of luxury design items that we or our competitors offer; • our ability to expand the verticals for luxury design items listed on our online marketplace; • the price at which listed, authenticated luxury design items through our online marketplace are offered; • the speed and cost at which we can authenticate and make available listed luxury design items; and • the ease with which our sellers can list and sell, and our buyers can purchase and return, luxury design items sold and purchased on our online marketplace.
  • Failure to adequately meet these demands may cause us to lose potential sellers and buyers which could harm our business.
  • We maintain an allowance for transaction losses, which consists primarily of losses resulting from our buyer protection program, including damages to products caused by shipping and transit, items that were not received or not as represented by the seller, and reimbursements to buyers at our discretion if they are dissatisfied with their experience.
  • Transaction loss expense associated with our buyer protection program accounted for approximately 70%, 87%, and 85%, of the provision for transaction losses in the years ended December 31, 2024, 2023, and 2022, respectively, with discretionary buyer reimbursements, which are part of the buyer protection program, constituting a small portion thereof.
  • However, our historical experience may not be indicative of future trends and transaction loss expense associated with our buyer protection program, including buyer reimbursements, or bad debt expense may increase or fluctuate from period to period.
  • Further, our provision for transaction losses may fluctuate depending on many factors, including changes to our buyer protection programs and the impact of regulatory changes, and we may see the provision for transaction losses increase proportionally with our on-platform GMV and net revenue.
  • Other factors that may negatively influence consumer spending on luxury design items include unemployment levels, inflation, volatile exchange rates, higher taxes, reduced access to credit, higher consumer debt levels, reductions in net worth, declines in asset values, home foreclosures and reductions in home values, fluctuating interest rates, changes to economic policy, fluctuating fuel and other energy costs, fluctuating commodity prices, government shutdowns, financial distress caused by bank failures, concerns about the stability and liquidity of certain financial institutions, volatility or disruption in the capital markets, a global health pandemic, international trade disputes, or geopolitical instability.
  • If we fail to successfully anticipate and respond to changing preferences among our sellers and buyers, our ability to grow our business and our results of operations may suffer.
  • We intend to deepen our penetration in our existing verticals for luxury design items and continue to explore additional verticals to serve existing, and attract new, sellers and buyers.
  • For buyers, maintaining our brand requires that we foster trust through authentication and responsive and effective customer service, as well as ensuring that we have vetted sellers.
  • Maintaining and promoting awareness of our online marketplace is important to our ability to retain existing, and to attract new, sellers and buyers.
  • We rely in part on digital advertising, including search engine marketing, to promote awareness of our online marketplace, grow our business, attract new, and increase engagement with existing, sellers and buyers.
  • Search engine companies change their search algorithms periodically, and our ranking in searches may be adversely impacted by those changes.
  • If search engines change their algorithms, terms of service, display, or the featuring of search results, determine we are out of compliance with their terms of service or if competition increases for advertisements, we may be unable to cost-effectively add sellers and buyers to our website and apps.
  • If the mobile solutions available to sellers and buyers are not effective, the use of our platform could decline.
  • Visits and purchases made on mobile devices by consumers, including buyers, have increased significantly in recent years.

and 66 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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