Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2024

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1STDIBS.COM, INC.

(Exact name of registrant as specified in its charter)

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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)

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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. ☐

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Item 7.01 Regulation FD Disclosure.

On June 10, 2024, 1stdibs.com, Inc. (the “Company”) issued a press release announcing the completion of the Company’s previously announced share repurchase program, pursuant to which the Company repurchased approximately 4.9 million shares at an average per share price of $5.12 for a total of $25.2 million.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number						Description
99.1						Press Release Dated June 10, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 10, 2024			David S. Rosenblatt Chief Executive Officer

Exhibit 99.1

1stDibs Announces Completion of $25.2 million Share Repurchase Program

stdibs.com, Inc. (Nasdaq: DIBS), a leading marketplace for extraordinary design, today announced the successful completion of its share repurchase program in which the Company repurchased approximately 4.9 million shares at an average per share price of $5.12 for a total of $25.2 million. This total includes approximately 3.0 million shares repurchased from Insight Partners at an average price per share of $5.23 in a privately-negotiated transaction.

“We are pleased to announce the successful completion of our share repurchase program,” said David Rosenblatt, 1stDibs Chief Executive Officer. “By buying back shares at prices that reflect a significant discount both to the market and to our assessment of intrinsic value, we have enhanced shareholder value as we work towards achieving profitability. This share repurchase program reduced our outstanding share count while maintaining our strong cash position, situating us well for future growth.”

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, Head of Investor Relations & Corporate Development

investors@1stdibs.com

Media Contact:

Jennifer Miller

jennifer.miller@1stdibs.com

Forward-Looking Statements

This Press Release contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included or incorporated by reference in this Press Release are forward-looking statements. These forward-looking statements may be identified 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, although not all forward-looking statements may contain such terms. These forward-looking statements include, without limitation, statements regarding the share repurchase program’s effect on the Company’s future growth, and the Company’s work towards achieving profitability. These forward-looking statements are based on the Company’s current expectations and projections about future events and various assumptions, and are not a guarantee that the Company will actually achieve the results, objectives, intentions, or expectations disclosed in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties or other assumptions, many of which are beyond the Company’s control, that may cause actual results to differ materially from those expressed or implied by these

Cover	Jun. 10, 2024
Cover [Abstract]
Document Type	8-K
Entity Ex Transition Period	false
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	1STDIBS.COM, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3389618
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
Entity Address, Address Line One	300 Park Avenue South, 10th Floor
Entity Address, City or Town	New York
Local Phone Number	627-3929
City Area Code	212
Title of 12(b) Security	Common Stock, $0.01 par value per share
Entity Central Index Key	0001600641
Amendment Flag	false
Entity File Number	001-40453
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	DIBS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true