1stdibs.com, Inc. Files 8-K with Material Agreement

TL;DR

1stdibs.com signed a material agreement on June 3rd, filing an 8-K.

AI Summary

On June 3, 2024, 1stdibs.com, Inc. entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant event for 1stdibs.com, Inc., likely involving a new contract or transaction that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this summary filing.

Key Players & Entities

• 1stdibs.com, Inc. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• December 31 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share DIBS Nasdaq Global
• $5.2021 — the "Sellers"), at a purchase price of $5.2021 per share, plus a commission of $0.025
• $0.025 — $5.2021 per share, plus a commission of $0.025 per share, resulting in a total purchas
• $15,589,543.49 — resulting in a total purchase price of $15,589,543.49 (the "Repurchase Transaction"). The Rep
• $25.5 million — ity to repurchase up to an aggregate of $25.5 million of its Common Stock, as described below
• $0.3 million — on or about June 7, 2024. Approximately $0.3 million is expected to remain available under t
• $5.5 million — f an amount not to exceed an additional $5.5 million of the Common Stock, for an aggregate a
• $9.6 million — e Company had repurchased approximately $9.6 million of the Common Stock. Forward-Looking

Filing Documents

• q1-20240603.htm (8-K) — 32KB
• ex101-sharerepurchaseagree.htm (EX-10.1) — 65KB
• 0001600641-24-000099.txt ( ) — 235KB
• q1-20240603.xsd (EX-101.SCH) — 2KB
• q1-20240603_lab.xml (EX-101.LAB) — 22KB
• q1-20240603_pre.xml (EX-101.PRE) — 13KB
• q1-20240603_htm.xml (XML) — 3KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On June 3, 2024, 1stdibs.com, Inc. (the "Company") entered into an agreement (the "Stock Repurchase Agreement") to repurchase up to an aggregate of 2,982,446 shares of its common stock, $0.01 par value per share ("Common Stock"), from Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., and Insight Venture Partners IX (Co-Investors), L.P. (together, the "Sellers"), at a purchase price of $5.2021 per share, plus a commission of $0.025 per share, resulting in a total purchase price of $15,589,543.49 (the "Repurchase Transaction"). The Repurchase Transaction is being executed as part of the Company's existing authority to repurchase up to an aggregate of $25.5 million of its Common Stock, as described below (the "Repurchase Program"). The Agreement contains customary representations, warranties, and covenants by the parties. The Repurchase Transaction is expected to be completed on or about June 7, 2024. Approximately $0.3 million is expected to remain available under the Repurchase Program following the Repurchase Transaction. The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Stock Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. On June 3, 2024, the Company announced that the Board authorized an increase to the Company's previously announced Share Repurchase Program of an amount not to exceed an additional $5.5 million of the Common Stock, for an aggregate authorized repurchase amount of $25.5 million. Immediately prior to the Repurchase Transaction, the Company had repurchased approximately $9.6 million of the Common Stock.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 Current Report on Form 8-K 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 following: the anticipated closing of the Repurchase Transaction; the Sellers' anticipated beneficial ownership of the Common Stock after the Repurchase Transaction; the expected amount remaining available under the Repurchase Program following the Repurchase Transaction; and the execution of future share repurchase transactions under the Repurchase Program, including the basis for their timing, price, and volume. 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 forward-looking statements. These risks and un

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Share Repurchase Agreement as of June 3, 2024 by and between 1stdibs.com, Inc., Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., and Insight Venture Partners IX (Co-Investors), L.P. 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 6, 2024 David S. Rosenblatt Chief Executive Officer

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View this 8-K filing on SEC EDGAR