Stock-based compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

2011 Option Plan

The Company adopted the 2011 Stock Option and Grant Plan (the “2011 Plan”) on September 2, 2011 and amended and restated the plan on December 14, 2011. The 2011 Plan provided for the Company to grant incentive stock options (“ISOs”), or non-qualified stock options, restricted stock awards, and other stock-based awards to its employees, directors, officers, outside advisors, and non-employee consultants. At the time of grant, the options issued to new employees pursuant to the 2011 Plan expire ten years from the date of grant and generally vest over four years, with 25% vesting on the first anniversary and the balance vesting ratably over the remaining 36 months. Generally, all additional options issued pursuant to the 2011 Plan expire ten years from the date of grant and generally vest ratably over 48 months.

The 2011 Plan was administered by the Compensation Committee of the Board. The exercise prices, vesting, and other restrictions were determined at the discretion of Compensation Committee of the Board.

Following the completion of the Company’s IPO in June 2021, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.

2021 Stock Incentive Plan

In May 2021, the Company's Board adopted, and its stockholders approved, the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective upon the SEC declaring the Company’s IPO registration statement effective. The 2021 Plan provides for the grant of ISOs, non-statutory stock options, restricted share awards, restricted stock unit awards (“RSUs”), stock appreciation rights, cash-based awards, and performance-based stock awards, or collectively, stock awards. ISOs may be granted only to the Company’s employees, including officers, and the employees of its parent or subsidiaries. All other stock awards may be granted to the Company’s employees, officers, non-employee directors, consultants, and the employees and consultants of its parent, subsidiaries, and affiliates. Depending on the nature of the award granted, the vesting terms may differ. Generally for new hire awards, the requisite service period for RSUs to vest is over four years from the grant date, with 25% vesting on the first anniversary and the balance vesting ratably on a quarterly basis over the remaining vesting period. Generally, all additional RSUs vest ratably on a quarterly basis over three or four years beginning on the three month

anniversary from the grant date. For RSU grants to members of our Board, initial awards vest ratably on an annual basis over three years, and annual refresh awards vest over one year.

The aggregate number of shares of the Company’s common stock that may be issued pursuant to stock awards under the 2021 Plan will not exceed the sum of (x) 4,333,333 shares (as adjusted for stock splits, stock dividends, combinations, and the like), plus (y) the sum of (1) the number of reserved shares not issued or subject to outstanding awards under the 2011 Plan on the effective date of the 2021 Plan and (2) the number of shares subject to outstanding stock awards granted under the 2011 Plan and that, following the effective date of the 2021 Plan, (A) are subsequently forfeited or terminated for any reason before being exercised or settled, (B) are not issued because such stock award is settled in cash, (C) are subject to vesting restrictions and are subsequently forfeited, (D) are withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or (E) are withheld or reacquired to satisfy a tax withholding obligation, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022 and ending on, and including, January 1, 2031, in an amount equal to the lesser of (i) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount that the Compensation Committee of the Board determines for purposes of the annual increase for that fiscal year. On January 1, 2025, the number of shares of common stock available for issuance under the 2021 Plan was automatically increased according to its terms by 1,791,393 shares.

As of December 31, 2025, 1,900,107 shares were available for future grants of the Company’s common stock. Subsequent to year end, on January 1, 2026, the number of shares of common stock available for issuance under the 2021 Plan was automatically increased according to its terms by 1,842,415 shares.

Stock Options

The following table summarizes the activity related to Company’s stock options:


	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024	3,560,144	$	7.09	4.9	$	—
Granted	—	—
Exercised	(833,532)	3.99
Cancelled/Forfeited	(321,176)	6.65
Outstanding as of December 31, 2025	2,405,436	$	8.23	5.4	$	639
Options exercisable as of December 31, 2025	2,329,186	$	8.27	5.3	$	636
Options vested and expected to vest as of December 31, 2025	2,405,436	$	8.23	5.4	$	639

No stock options were granted during the years ended December 31, 2025, 2024, and 2023. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised was $1.0 million, $0.3 million, and $0.1 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The total fair value of stock options vested was $1.6 million, $3.0 million, and $3.4 million during the years ended December 31, 2025, 2024, and 2023, respectively. The Company recognized $0.1 million, $0.6 million and $0.7 million of stock-based compensation expense for options having a performance condition during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, there were no remaining unvested options with a performance condition.

Restricted Stock Units

The following table summarizes the activity related to the Company's restricted stock units:


	Outstanding Restricted Stock Units	Weighted- Average Grant Date Fair Value
Outstanding as of December 31, 2024	4,230,176	$	5.52
Granted	3,176,006	$	2.98
Vested	(2,459,405)	$	5.12
Cancelled/Forfeited	(725,168)	$	4.77
Outstanding as of December 31, 2025	4,221,609	$	3.87

The estimated weighted-average grant date fair value of restricted stock units granted was $2.98, $5.77, and $3.96 per share for the years ended December 31, 2025, 2024, and 2023 respectively. The total grant date fair value of restricted stock units vested was $12.6 million, $12.0 million, and $9.7 million for the years ended December 31, 2025, 2024, and 2023 respectively.

Employee Stock Purchase Plan

In May 2021, the Company's Board adopted, and its stockholders approved, the Company's 2021 Employee Stock Purchase Plan (the "ESPP"). The number of shares of the Company's common stock that will be available for issuance under the ESPP also includes an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2022, and ending on, and including, January 1, 2031, equal to the least of: (i) 1% of the outstanding shares of the Company’s common stock on such date, (ii) 400,000 shares (as adjusted for stock splits, stock dividends, combinations, and the like) or (iii) a lesser amount determined by the Compensation Committee or the Company’s Board. On January 1, 2025, the number of shares of common stock available for issuance under the ESPP was automatically increased according to its terms by 358,279 shares. A total of 2,329,934 shares of the Company's authorized but unissued or reacquired shares of its common stock (as adjusted for stock splits, stock dividends, combinations, and the like) are available for issuance under the ESPP. Subsequent to year end, on January 1, 2026, the number of shares of common stock available for issuance under the ESPP was automatically increased according to its terms by 368,483 shares.

During regularly scheduled “offerings” under the ESPP, participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible compensation, or such lower limit as may be determined by the Compensation Committee from time to time. Participants will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in the ESPP will end automatically on termination of employment. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. The fair market value of the Company’s common stock for this purpose will generally be the closing price on the Nasdaq Global Market (or such other exchange as the Company’s common stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question. As of December 31, 2025, an initial offering period has not commenced, and for the year ended December 31, 2025, no shares of common stock were purchased under the ESPP.

Stock-Based Compensation Expense

The following table summarizes the classification of the Company’s stock-based compensation expense in the consolidated statements of operations:


	Year Ended December 31,
(in thousands)	2025		2024		2023
Cost of revenue	$	353	$	346	$	390
Sales and marketing	2,724		3,656		2,899
Technology development	3,887		3,904		3,609
General and administrative	7,091		6,870		5,465
Total stock-based compensation expense	$	14,055	$	14,776	$	12,363

Stock-based compensation capitalized in connection with the Company’s internal-use software was $0.1 million, $0.1 million and $0.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested stock-based awards was $15.2 million, which is expected to be recognized over a weighted-average period of 2.0 years.

1stdibs.com, Inc. 10-K