The following discussion of our financial condition and results of operations should be read together with our condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes and our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. See the discussion under “Note Regarding Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q for more information. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and particularly in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full calendar year or any other period. Overview We are the world’s largest online marketplace for authenticated resale luxury goods. We are revolutionizing luxury resale by providing an end-to-end service that unlocks supply from consignors and creates a trusted, curated online marketplace for buyers globally. Since our inception in 2011, we have cultivated a loyal and engaged consignor and buyer base through our investments in our technology platform, logistics infrastructure and people. We offer a wide selection of authenticated, primarily pre-owned luxury goods on our online marketplace bearing the brands of thousands of luxury and premium designers. We offer products across multiple categories including women’s and men’s fashion, fine jewelry and watches. We have built a vibrant online marketplace that we believe expands the overall luxury market, promotes the recirculation of luxury goods and contributes to a more sustainable world. We have transformed the luxury consignment experience by removing the friction and pain points inherent in the traditional consignment model. Our growth playbook centers on a scalable supply engine, and helps us forge enduring relationships with our consignors. We offer concierge at-home consultation and pickup as well as virtual consultations. Consignors may also drop off items at our luxury consignment offices. Our retail stores provide an alternative location to drop off consigned items and an opportunity to interact with our authentication experts. Consignors may also utilize our complimentary shipping directly to our authentication centers. We leverage our proprietary transactional database and market insights from over 55 million item sales since our inception to deliver optimal pricing and rapid sell-through. For buyers, we offer highly coveted and exclusive authenticated pre-owned luxury goods at attractive values, as well as a high-quality experience befitting the products we offer. Our online marketplace is powered by our proprietary technology platform, including consumer facing applications and purpose-built software that supports our complex, single-SKU inventory management system. The substantial majority of our revenue is generated by consignment sales. We also generate revenue from other services and direct sales. •Consignment revenue. When we sell goods through our online marketplace or retail stores on behalf of our consignors, we retain a percentage of the proceeds, which we refer to as our take rate. Take rates vary depending on the total value of goods sold through our online marketplace on behalf of a particular consignor as well as the category and price point of the items. In the three months ended June 30, 2026 and 2025, our overall take rate on consigned goods was 35.9% and 37.9%, respectively. The decrease in our take rate was due to sales mix into higher value items. Additionally, we earn revenue from our subscription program, First Look, in which we offer buyers early access to the items we sell in exchange for a monthly fee. •Direct revenue. When we accept out of policy returns from buyers, or when we make direct purchases from businesses and consignors, we take ownership of goods and retain 100% of the proceeds when the goods subsequently sell through our online marketplace or retail stores. •Shipping services revenue. When we deliver purchased items to our buyers, we charge shipping fees to buyers for the outbound shipping and handling services. We also generate shipping services revenue from the shipping fees for consigned products returned by our buyers to us within policy. Shipping services revenue is recognized net of immaterial buyer incentives and excludes the effect of sales tax. We generate revenue from orders processed through our website, mobile app and retail stores. Our omni-channel experience enables buyers to purchase anytime and anywhere. We have a global base of more than 40 million members as of June 30, 2026. A member is any user who has registered an email address on our website or downloaded our mobile app, thereby agreeing to our terms of service. 22 Table of Contents Factors Affecting Our Performance To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below. While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability. Consignors and Buyers Consignor growth and retention. We grow our sales by increasing the supply of luxury goods offered through our consignment online marketplace. We grow our supply both by attracting new consignors and by creating lasting engagement with existing consignors. We generate leads for new consignors through our advertising activity and through the activity of our sales team. Our sales professionals, who are trained and incentivized to identify and source high-quality, coveted luxury goods, convert those leads into active consignors. Our sales professionals form a consultative relationship with consignors and deliver a high-quality, full-service consigning experience. Our existing relationships with consignors allow us to unlock valuable supply across multiple categories, including women’s fashion, men’s fashion, jewelry and watches. Our growth has been driven in significant part by repeat sales by existing consignors concurrent with growth of our consignor base. In the three months ended June 30, 2026 and 2025, repeat consignors accounted for over 80% of GMV. Buyer growth and retention. We grow our business by attracting and retaining buyers. We attract and retain buyers by offering highly coveted, authenticated, pre-owned luxury goods at attractive values and delivering a high-quality, luxury experience. We measure our success in attracting and retaining buyers by tracking buyer satisfaction and purchasing activity over time. If we fail to continue to attract and retain our buyer base to our online marketplace, our operating results could be adversely affected. We believe there is substantial opportunity to grow our business by having buyers also become consignors and vice versa. As of June 30, 2026, 16% of our buyers during the last twelve months also consigned items, and 51% of our consignors during the past twelve months also made purchases. We believe this approach effectively captures the flywheel effect that strengthens the network dynamics of our online marketplace. Our GMV from buyers who are also consignors has increased over time due to the effectiveness of our flywheel and more recently through tools to encourage flywheel behavior like the "Reconsign" module on our platform. Scaling operations and technology. To support the future growth of our business, we continue to invest in physical infrastructure, technology and talent. We principally conduct our intake, authentication, merchandising and fulfillment operations in our leased authentication centers located in Arizona and New Jersey comprising an aggregate of approximately 1.4 million square feet of space. We also operate retail stores in several geographies. In addition to scaling our physical infrastructure, growing our single-SKU business operations requires that we attract, train and retain highly-skilled personnel for purposes of authentication, copywriting, merchandising, pricing and fulfilling orders. We have invested substantially in technology to automate our operations and support growth. We have continued to elevate our authentication operations through the combination of technology, our proprietary data and artificial intelligence capabilities to support efficiency and quality. We continue to strategically invest in technology, as innovation positions us to scale and support growth into the future. Seasonality. Historically, we have observed trends in seasonality of supply and demand in our business. Specifically, our supply increases in the third and fourth quarters, and our demand increases in the fourth quarter. As a result of this seasonality, we typically see stronger AOV and more rapid sell-through in the fourth quarter. Key Financial and Operating Metrics The key operating and financial metrics that we use to assess the performance of our business are set forth below for the three and six months ended June 30, 2026 and 2025. 23 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands, except AOV and percentages) GMV $ 617,260 $ 504,105 $ 1,223,619 $ 994,510 NMV $ 470,392 $ 379,377 $ 929,139 $ 750,134 Consignment revenue $ 148,216 $ 128,620 $ 294,109 $ 252,434 Direct revenue $ 25,787 $ 20,495 $ 51,595 $ 40,949 Shipping services revenue $ 18,568 $ 16,073 $ 36,582 $ 31,838 Number of orders 937 868 1,875 1,737 Take rate 35.9 % 37.9 % 36.2 % 38.2 % Active buyers 1,107 1,001 1,107 1,001 AOV $ 659 $ 581 $ 653 $ 573 Gross Merchandise Value ("GMV") GMV represents the total amount paid for goods across our online marketplace in a given period. We do not reduce GMV to reflect product returns or order cancellations. GMV includes amounts paid for both consigned goods and our inventory net of platform-wide discounts and excludes the effect of buyer incentives, shipping fees and sales tax. Platform-wide discounts are made available to all buyers on the online marketplace, and impact commissions paid to consignors. Buyer incentives apply to specific buyers and consist of coupons or promotions that offer credits in connection with purchases on our platform. In addition to revenue, we believe this is an important measure of the scale and growth of our online marketplace and a key indicator of the health of our consignor ecosystem. We monitor trends in GMV to inform budgeting and operational decisions to support and promote growth in our business and to monitor our success in adapting our business to meet the needs of our consignors and buyers. While GMV is the primary driver of our revenue, it is not a proxy for revenue or revenue growth (see Note 2—Summary of Significant Accounting Policies—Revenue Recognition—Consignment Revenue). Net Merchandise Value ("NMV") NMV represents the value of sales from both consigned goods and our inventory net of platform-wide discounts less product returns and order cancellations and excludes the effect of buyer incentives, shipping fees and sales tax. We believe NMV is a supplemental measure of the scale and growth of our online marketplace. Like GMV, NMV is not a proxy for revenue or revenue growth. Consignment Revenue Consignment revenue is generated from the sale of pre-owned luxury goods through our online marketplace and retail stores on behalf of consignors. We retain a portion of the proceeds received, which we refer to as our take rate. We recognize consignment revenue, net of allowances for product returns, order cancellations, buyer incentives and adjustments. We also generate revenue from subscription fees paid by buyers for early access to products. Direct Revenue Direct revenue is generated from the sales of company-owned inventory. We recognize direct revenue upon shipment of the goods sold, based on the gross purchase price net of allowances for product returns, buyer incentives and adjustments. Shipping Services Revenue Shipping services revenue is generated from shipping fees we charge to buyers for outbound shipping and handling activities related to delivering purchased items to our buyers. We also generate shipping services revenue from the shipping fees for consigned products returned by our buyers to us within policy. We recognize shipping services revenue over time as the shipping activity occurs, net of immaterial buyer incentives. Shipping services revenue excludes the effect of sales tax. Number of Orders 24 Table of Contents Number of orders means the total number of orders placed across our online marketplace and retail stores in a given period. We do not reduce number of orders to reflect product returns or order cancellations. Take Rate Take rate is a key driver of our revenue and provides comparability to other marketplaces. The numerator used to calculate our take rate is equal to net consignment sales and the denominator is equal to the numerator plus consignor commissions. Net consignment sales represent the value of sales from consigned goods net of platform-wide discounts less consignor commission, product returns and order cancellations. We exclude direct revenue from our calculation of take rate because direct revenue represents the sale of inventory owned by us, which costs are included in cost of direct revenue. Our take rate reflects the high level of service that we provide to our consignors across multiple touch points and the consistently high velocity of sales for their goods. We continue to assess our take rate structure and may implement further changes in the future. Our take rate structure is primarily based on the category and the price point of the sold items. For example, under the current take rate structure, consignors can earn 20% commission on all sold items under $100, and up to 90% commission on watches sold for over $7,500. We launched a pricing tool for our consignors that provides detail on commission rates for specific categories and other aspects of the take rate structure. Consignors are eligible to receive additional commissions based on total net sales under an added tiered commission structure. Management assesses changes in take rates by monitoring the volume of GMV and take rate across each discrete commission grouping, encompassing commission tiers and exceptions. Active Buyers Active buyers include buyers who purchased goods through our online marketplace during the 12 months ended on the last day of the period presented, irrespective of returns or cancellations. We believe this metric reflects scale, brand awareness, buyer acquisition and engagement. Average Order Value AOV means the average value of all orders placed across our online marketplace and retail stores, excluding the effect of buyer incentives, shipping fees and sales taxes. Our focus on luxury goods across multiple categories drives a consistently strong AOV. Our AOV reflects both the average price of items sold as well as the number of items per order. Our AOV is a key driver of our operating leverage. Non-GAAP Financial Measures Adjusted EBITDA Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes and for incentive and compensation purposes. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies. Adjusted EBITDA means GAAP net income (loss) before interest income, interest expense, provision for income taxes, and depreciation and amortization, further adjusted to exclude stock-based compensation, payroll taxes on employee stock transactions, gain on extinguishment of debt, change in fair value of warrant liability and certain one-time expenses. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we believe are not indicative of our core operating performance. Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA has certain limitations as the measure excludes the impact of certain expenses that are included in our statements of operations that are necessary to run our business and should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of stock-based compensation and the related employer payroll tax expense on employee stock transactions, excludes an item that we do not consider to be indicative of our core operating performance. Investors should, however, understand that stock-based compensation and the related employer payroll tax expense will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. 25 Table of Contents The following table provides a reconciliation of net income (loss) to Adjusted EBITDA (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Adjusted EBITDA Reconciliation: Net income (loss) $ (27,233) $ (11,366) $ 11,703 $ 51,034 Depreciation and amortization 7,823 8,256 15,917 16,631 Interest income (902) (1,109) (1,903) (2,483) Interest expense 7,322 7,038 14,543 13,358 Provision for income taxes 101 89 209 184 EBITDA (12,889) 2,908 40,469 78,724 Stock-based compensation 7,575 8,208 13,848 15,567 Payroll taxes expense on employee stock transactions 263 260 1,036 799 Gain on extinguishment of debt (1) — — — (37,101) Change in fair value of warrant liability (2) 18,583 (4,537) (28,752) (47,040) Adjusted EBITDA $ 13,532 $ 6,839 $ 26,601 $ 10,949 (1) The gain on extinguishment of debt for the six months ended June 30, 2025 reflects the difference between the carrying value of the February 2025 Exchanged Notes and the fair value of the 2031 Notes. (2) The change in fair value of warrant liability for the three and six months ended June 30, 2026 and June 30, 2025 reflects the remeasurement of the Warrants issued by the Company in connection with the 2024 Note Exchange in February 2024. 26 Table of Contents Components of our Operating Results Revenue Our revenue is comprised of consignment revenue, direct revenue and shipping services revenue. •Consignment revenue. We generate the substantial majority of our revenue from the sale of pre-owned luxury goods through our online marketplace and retail stores on behalf of consignors. For consignment sales, we retain a percentage of the proceeds received, which we refer to as our take rate. We recognize consignment revenue, net of allowances for product returns, order cancellations, buyer incentives and adjustments. Additionally, we generate revenue from subscription fees paid by buyers for early access to products, but to date our subscription revenue has not been material. •Direct revenue. We generate direct revenue from the sale of items that we own, which we refer to as our inventory. We generally acquire inventory when we accept out of policy returns from buyers, and when we make direct purchases from businesses and consignors. We recognize direct revenue upon shipment based on the gross purchase price paid by buyers for goods, net of allowances for product returns, buyer incentives and adjustments. •Shipping services revenue. We generate shipping services revenue from the outbound shipping and handling fees we charge when delivering purchased items to our buyers. We also generate shipping services revenue from the shipping fees for consigned products returned by our buyers to us within policy. We recognize shipping services revenue over time as the shipping activity occurs, net of immaterial buyer incentives. Shipping services revenue excludes the effect of sales tax. Cost of Revenue Cost of consignment revenue consists of credit card fees, packaging, customer service personnel-related costs, website hosting services, and consignor inventory adjustments related to lost or damaged products. Cost of direct revenue consists of the cost of goods sold, credit card fees, packaging, customer service personnel-related costs, website hosting services, and inventory adjustments for lower of cost or net realizable value provisions and for lost or damaged products. Cost of shipping services revenue consists of the outbound shipping and handling costs to deliver purchased items to our buyers, the shipping costs for consigned products returned by our buyers to us within policy, and an allocation of the credit card fees associated with the shipping fee charged. Marketing Marketing expense comprises the cost of acquiring and retaining consignors and buyers, including the cost of television, digital and direct mail advertising. Marketing expense also includes personnel-related costs for employees engaged in these activities. We expect these expenses to continue to decrease as a percentage of revenue over the longer term. Operations and Technology Operations and technology expense principally includes personnel-related costs for employees involved with the authentication, merchandising and fulfillment of goods sold through our online marketplace and retail stores, as well as our general information technology expense. Operations and technology expense also includes allocated facility and overhead costs, costs related to our retail stores, facility supplies, inbound consignment shipping costs and depreciation of hardware and equipment, as well as research and development expense for technology associated with managing and improving our operations. We capitalize a portion of our proprietary software and technology development costs. As such, operations and technology expense also includes amortization of capitalized technology development costs. We expect operations and technology expense to increase in future periods to support our growth, including continuing to invest in automation and other technology improvements to support and drive efficiency in our operations. These expenses may vary from year to year as a percentage of revenue, depending primarily upon when we choose to make more significant investments. We expect these expenses to continue to decrease as a percentage of revenue over the longer term. Selling, General and Administrative Selling, general and administrative expense is principally comprised of personnel-related costs for our sales professionals and employees involved in finance and administration. Selling, general and administrative expense also includes allocated facilities and overhead costs and professional services, including accounting and legal advisors. We expect these expenses to continue to decrease as a percentage of revenue over the longer term. 27 Table of Contents Provision for Income Taxes Our provision for income taxes consists primarily of state minimum taxes in the United States. We have a full valuation allowance for our net deferred tax assets primarily consisting of net operating loss carryforwards, accruals and reserves, stock-based compensation, fixed assets, and other book-to-tax timing differences. We expect to maintain this full valuation allowance for the foreseeable future. 28 Table of Contents Results of Operations The following tables set forth our results of operations (in thousands) and such data as a percentage of revenue for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Consignment revenue $ 148,216 $ 128,620 $ 294,109 $ 252,434 Direct revenue 25,787 20,495 51,595 40,949 Shipping services revenue 18,568 16,073 36,582 31,838 Total revenue 192,571 165,188 382,286 325,221 Cost of revenue: Cost of consignment revenue 16,075 13,761 31,522 26,715 Cost of direct revenue 20,407 17,185 40,691 32,420 Cost of shipping services revenue 12,887 11,566 25,537 23,387 Total cost of revenue 49,369 42,512 97,750 82,522 Gross profit 143,202 122,676 284,536 242,699 Operating expenses: Marketing 18,382 15,548 36,939 31,403 Operations and technology 74,706 68,986 147,425 135,964 Selling, general and administrative 52,397 48,027 104,729 97,988 Total operating expenses 145,485 132,561 289,093 265,355 Loss from operations (2,283) (9,885) (4,557) (22,656) Change in fair value of warrant liability (18,583) 4,537 28,752 47,040 Gain on extinguishment of debt — — — 37,101 Interest income 902 1,109 1,903 2,483 Interest expense (7,322) (7,038) (14,543) (13,358) Other income, net 154 — 357 608 Income (loss) before provision for income taxes (27,132) (11,277) 11,912 51,218 Provision for income taxes 101 89 209 184 Net income (loss) $ (27,233) $ (11,366) $ 11,703 $ 51,034 29 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Consignment revenue 77 % 78 % 77 % 78 % Direct revenue 13 12 13 12 Shipping services revenue 10 10 10 10 Total revenue 100 100 100 100 Cost of revenue: Cost of consignment revenue 8 8 8 8 Cost of direct revenue 11 10 11 10 Cost of shipping services revenue 7 7 7 7 Total cost of revenue 26 25 26 25 Gross profit 74 75 74 75 Operating expenses: Marketing 10 9 10 10 Operations and technology 39 42 39 42 Selling, general and administrative 27 29 27 30 Total operating expenses 76 80 76 82 Loss from operations (2) (5) (2) (7) Change in fair value of warrant liability (10) 3 8 14 Gain on extinguishment of debt — — — 11 Interest income — 1 — 1 Interest expense (4) (4) (4) (4) Other income, net — — — — Income (loss) before provision for income taxes (16) (5) 2 15 Provision for income taxes — — — — Net income (loss) (16) % (5) % 2 % 15 % Comparison of the Three Months Ended June 30, 2026 and 2025 Consignment Revenue Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Consignment revenue $ 148,216 $ 128,620 $ 19,596 15 % Consignment revenue increased by $19.6 million, or 15% in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in revenue was driven primarily by an increase in consignment GMV offset by a decrease in our take rate during the three months ended June 30, 2026. GMV growth during the three months ended June 30, 2026 was driven by a 13% increase in our AOV and 8% increase in the number of orders. Our take rate decreased to 35.9% from 37.9% during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to sales mix into higher value items. Direct Revenue Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Direct revenue $ 25,787 $ 20,495 $ 5,292 26 % 30 Table of Contents Direct revenue increased by $5.3 million, or 26%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by higher sales of items acquired from businesses, individual sellers, and from out of policy returns. Increases in out of policy returns are consistent with the growth in our consignment business. We recognize direct revenue on a gross basis upon shipment of the purchased good to the buyer. Direct revenue as a percentage of total revenue may vary from period to period primarily based on the growth of consignment revenue. Shipping Services Revenue Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Shipping services revenue $ 18,568 $ 16,073 $ 2,495 16 % Shipping services revenue increased by $2.5 million, or 16%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to an 8% increase in the number of orders and an increase in shipping fees in the three months ended June 30, 2026. Cost of Consignment Revenue Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Cost of consignment revenue $ 16,075 $ 13,761 $ 2,314 17 % Cost of consignment revenue increased by $2.3 million, or 17%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by higher consignment volume. Consignment revenue gross margin decreased by 15 basis points in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Cost of Direct Revenue Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Cost of direct revenue $ 20,407 $ 17,185 $ 3,222 19 % Cost of direct revenue increased by $3.2 million, or 19%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to the increase in direct revenue compared to the prior year. Direct revenue gross margin increased by 471 basis points for the three months ended June 30, 2026, primarily due to decreased inventory adjustments during the three months ended June 30, 2026. Cost of Shipping Services Revenue Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Cost of shipping services revenue $ 12,887 $ 11,566 $ 1,321 11 % Cost of shipping services revenue increased by $1.3 million, or 11%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to an 8% increase in the number of orders. Shipping services revenue gross margin increased by 255 basis points for the three months ended June 30, 2026, primarily due to an increase in shipping fees. Total Gross Margin 31 Table of Contents Our total gross margin increased by 10 basis points in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Marketing Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Marketing $ 18,382 $ 15,548 $ 2,834 18 % Marketing expense increased by $2.8 million, or 18%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to an increase in advertising costs due to increased advertising volumes and changes in the composition of marketing spend. As a percent of revenue, marketing expense increased to 10% from 9% in the three months ended June 30, 2026 and 2025, respectively. These expenses may vary from period to period as a percentage of revenue, depending primarily upon our marketing investments. Operations and Technology Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Operations and technology $ 74,706 $ 68,986 $ 5,720 8 % Operations and technology expense increased by $5.7 million, or 8%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven by higher employee costs due to increased volume, and an increase in software and service expenses. The increased employee costs were partially offset by realized efficiencies in our fulfillment processes that moderated the overall increase. As a percent of revenue, operations and technology expense decreased to 39% from 42% in the three months ended June 30, 2026 and 2025, respectively, due to improved operating efficiencies in our authentication centers. These expenses may vary from period to period as a percentage of revenue. We expect these expenses to decrease as a percentage of revenue over the longer term. Selling, General and Administrative Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Selling, general and administrative $ 52,397 $ 48,027 $ 4,370 9 % Selling, general and administrative expense increased by $4.4 million, or 9%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to higher employee costs and higher professional services fees. As a percent of revenue, selling, general and administrative expense decreased to 27% from 29% in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. These expenses may vary from period to period as a percentage of revenue. We expect these expenses to decrease as a percentage of revenue over the longer term. Change in Fair Value of Warrant Liability Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Change in fair value of warrant liability $ (18,583) $ 4,537 $ (23,120) 100 % 32 Table of Contents The Company issued warrants to acquire an aggregate of up to 7,894,737 shares (subject to adjustment in accordance with the terms of the warrants) of the Company's common stock as part of the Note Exchange in February 2024. The warrant liability is subsequently re-measured to fair value at each reporting date with changes in the fair value included in earnings. During the three months ended June 30, 2026, we incurred a loss of $18.6 million due to the increase in the fair value of the warrants outstanding at June 30, 2026. The increase in the fair value of the warrant liability was primarily driven by an increase in the Company’s stock price during the period, which resulted in a higher valuation of the warrants. Interest Income Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Interest income $ 902 $ 1,109 $ (207) (19) % Interest income decreased by $0.2 million, or 19%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 due to lower average cash balances. Interest Expense Three Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Interest expense $ (7,322) $ (7,038) $ (284) 4 % Interest expense increased by $0.3 million, or 4% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to the interest expense related to the 2031 Notes issued in August 2025. Comparison of the Six Months Ended June 30, 2026 and 2025 Consignment Revenue Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Consignment revenue, net $ 294,109 $ 252,434 $ 41,675 17 % Consignment revenue increased by $41.7 million, or 17%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in revenue was driven primarily by an increase in consignment GMV and offset by a decrease in take rate. GMV growth was driven by a 14% increase in our AOV and 8% increase in the number of orders during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Our take rate decreased to 36.2% from 38.2% during the six months ended June 30, 2026 compared to the same period last year due to sales mix into higher value items. Direct Revenue Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Direct revenue $ 51,595 $ 40,949 $ 10,646 26 % Direct revenue increased by $10.6 million, or 26%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by higher sales of items acquired from businesses, individual sellers, and from out of policy returns. Increases in out of policy returns are consistent with the growth in our consignment business. We recognize direct revenue upon shipment of the purchased good to the buyer. Direct revenue as a percentage of total revenue may vary from period to period primarily based on the amount of consignment revenue. Shipping Services Revenue 33 Table of Contents Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Shipping services revenue $ 36,582 $ 31,838 $ 4,744 15 % Shipping services revenue increased by $4.7 million, or 15%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to an 8% increase in the number of orders in the six months ended June 30, 2026 and an increase in shipping fees. Cost of Consignment Revenue Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Cost of consignment revenue, net $ 31,522 $ 26,715 $ 4,807 18 % Cost of consignment revenue increased by $4.8 million, or 18%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by higher consignment volume. Consignment revenue gross margin decreased by 13 basis points in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Cost of Direct Revenue Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Cost of direct revenue $ 40,691 $ 32,420 $ 8,271 26 % Cost of direct revenue increased by $8.3 million, or 26%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to the increase in direct revenue compared to the prior year. Direct revenue gross margin increased by 31 basis points for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Cost of Shipping Services Revenue Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Cost of shipping services revenue $ 25,537 $ 23,387 $ 2,150 9 % Cost of shipping services revenue increased by $2.2 million, or 9%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an 8% increase in the number of orders. The shipping services revenue gross margin increased by 365 basis points for the six months ended June 30, 2026, primarily due to higher shipping fees. Total Gross Margin Our total gross margin decreased by 20 basis points for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Gross margin may vary from period to period. Marketing 34 Table of Contents Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Marketing $ 36,939 $ 31,403 $ 5,536 18 % Marketing expense increased by $5.5 million, or 18%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to an increase in advertising costs due to increased advertising volumes and changes in the composition of marketing spend. As a percent of revenue, marketing expense remained flat at 10% in the six months ended June 30, 2026 and 2025, respectively. These expenses may vary from period to period as a percentage of revenue, depending primarily upon our marketing investments. Operations and Technology Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Operations and technology $ 147,425 $ 135,964 $ 11,461 8 % Operations and technology expense increased by $11.5 million, or 8%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by higher employee costs due to increased volume, and an increase in software and service expenses. The increased employee costs were partially offset by realized efficiencies in our fulfillment processes that moderated the overall increase. As a percent of revenue, operations and technology expense decreased to 39% from 42% in the six months ended June 30, 2026 and 2025, respectively. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments. We expect these expenses to decrease as a percentage of revenue over the longer term. Selling, General and Administrative Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Selling, general and administrative $ 104,729 $ 97,988 $ 6,741 7 % Selling, general and administrative expense increased by $6.7 million, or 7%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to higher employee costs and higher professional services fees. As a percent of revenue, selling, general and administrative expense decreased to 27% from 30% in the six months ended June 30, 2026 and 2025, respectively. These expenses may vary from period to period as a percentage of revenue. We expect these expenses to decrease as a percentage of revenue over the longer term. Change in Fair Value of Warrant Liability Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Change in fair value of warrant liability $ 28,752 $ 47,040 $ (18,288) (39) % The Company issued warrants to acquire an aggregate of up to 7,894,737 shares (subject to adjustment in accordance with the terms of the warrants) of the Company's common stock as part of the Note Exchange in February 2024. The warrant liability is subsequently re-measured to fair value at each reporting date with changes in the fair value included in earnings. During the six months ended June 30, 2026, we incurred a gain of $28.8 million due to the decrease in the fair value of the 35 Table of Contents warrants outstanding at June 30, 2026. The decrease in the fair value of the warrant liability was primarily driven by a decrease in the Company’s stock price during the period, which resulted in a lower valuation of the warrants. Gain on Extinguishment of Debt Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Gain on extinguishment of debt $ — $ 37,101 $ (37,101) 100 % During the six months ended June 30, 2025, the Company recognized a gain on extinguishment of debt of $37.1 million due to the extinguishment of the Exchanged Notes (as defined below) and the issuance of the 2031 Notes during the six months ended June 30, 2025 (See Note 7 — Convertible Senior Notes, Net). No such transactions occurred in the six months ended June 30, 2026. Interest Income Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Interest income $ 1,903 $ 2,483 $ (580) (23) % Interest income decreased by $0.6 million, or 23% in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to lower average cash balances. Interest Expense Six Months Ended June 30, Change 2026 2025 Amount % (In thousands, except percentage) Interest expense $ (14,543) $ (13,358) $ (1,185) 9 % Interest expense increased by $1.2 million, or 9% in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to the full-period impact of the 2031 Notes during the six months ended June 30, 2026 compared to a partial period of interest expense during the six months ended June 30, 2025. Liquidity and Capital Resources As of June 30, 2026, we had cash and cash equivalents of $119.1 million and an accumulated deficit of $1,283.9 million. We had restricted cash of $14.8 million as of June 30, 2026, consisting of cash deposited with a financial institution as collateral for our letters of credit, facility leases and credit cards. Since inception, we have generated negative cash flows from operations and have primarily financed our operations through equity and convertible debt financings. However, during the years ended December 31, 2025 and 2024, we generated positive cash flow from operations. In July 2019, we received net proceeds of $315.5 million upon completion of our IPO on July 2, 2019. In June 2020, we received net proceeds of $143.3 million from the issuance of our 2025 Notes and the related capped call transactions. In March 2021, we received net proceeds of $244.5 million from our 2028 Notes and the related capped call transactions. In February 2024, we exchanged $145.8 million of our 2025 Notes and $6.5 million of our 2028 Notes for $135.0 million in aggregate principal amount of the 2029 Notes (see Note 6 — Non-convertible Notes, Net). In February 2025, we exchanged $183.3 million aggregate principal amount of the 2028 Notes for $146.7 million aggregate principal amount of our new 2031 Notes in the February 2025 Note Exchange (see Note 7 — Convertible Senior Notes, Net). In June 2025, the 2025 Notes matured, and the Company repaid the outstanding principal amount and accrued interest in full. The total cash payment upon maturity was $27.2 million, which included the outstanding principal amount and accrued interest through the maturity date. In August 2025, we exchanged $49.5 million aggregate principal amount of the 2028 Notes for $43.4 million aggregate principal amount of additional 2031 Notes (see Note 7 — Convertible Senior Notes, Net). As a result of the 2024 Note Exchange and 2025 Note Exchanges, we significantly extended the average maturity date of our outstanding indebtedness. 36 Table of Contents We expect that operating losses may continue in the foreseeable future. We believe our existing cash and cash equivalents as of June 30, 2026 will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months. Our primary capital requirements include contractual obligations related to our operating leases, our indebtedness, certain non-cancellable contracts and compensation and benefits payments to support our strategic plans. Our future capital requirements will depend on many factors, including, but not limited to, those set forth under the heading "Risk Factors" in this Quarterly Report, and our ability to grow our revenues and the timing of investments to support growth in our business, such as the build-out of our authentication centers and, to a lesser extent, the opening of new retail stores. We may seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected. Cash Flows The following table summarizes our cash flows for the periods indicated. Six Months Ended June 30, 2026 2025 Net cash used in: Operating activities $ (15,008) $ (31,840) Investing activities (18,339) (16,692) Financing activities 1,217 (29,387) Net decrease in cash, cash equivalents and restricted cash $ (32,130) $ (77,919) Net Cash Used in Operating Activities During the six months ended June 30, 2026, net cash used in operating activities was $15.0 million, which primarily consisted of net income of $11.7 million, adjusted by non-cash charges of $17.0 million and cash outflows due to a net change of $43.7 million in our operating assets and liabilities. The net change in our non-cash charges operating assets and liabilities was primarily the result of cash outflows due to a $16.4 million decrease in accrued consignor payable resulting from seasonality of sales volume, a $14.5 million decrease in other accrued and current liabilities, a $11.1 million decrease in operating lease liability, and a $6.4 million increase in inventory, net. The decrease in other accrued and current liabilities was primarily due to the timing of payments for annual employee incentive compensation, as well as a decrease in return reserves resulting from the seasonality of sales volumes, partially offset by an increase in the site credit liability. During the six months ended June 30, 2025, net cash used in operating activities was $31.8 million, which primarily consisted of net income of $51.0 million, adjusted by non-cash charges of $35.1 million and cash outflows due to a net change of $47.7 million in our operating assets and liabilities. The net change in our non-cash charges operating assets and liabilities was primarily the result of cash outflows due to a $14.7 million decrease in other accrued and current liabilities, a $13.7 million decrease in accrued consignor payable, a $10.9 million decrease in operating lease liabilities and a $10.0 million increase in accounts receivable. Net Cash Used in Investing Activities During the six months ended June 30, 2026, net cash used in investing activities was $18.3 million, which consisted of $11.5 million for purchases of property and equipment, net, including leasehold improvements and $6.8 million for capitalized proprietary software development costs. During the six months ended June 30, 2025, net cash used in investing activities was $16.7 million, which consisted of $12.5 million for purchases of property and equipment, net, including leasehold improvements and $6.5 million for capitalized proprietary software development costs, partially offset by $2.3 million of insurance proceeds received related to the warehouse fire. Net Cash Provided by (Used in) Financing Activities During the six months ended June 30, 2026, net cash provided by financing activities was $1.2 million, which primarily consisted of a $1.0 million in proceeds from issuance of ESPP. 37 Table of Contents During the six months ended June 30, 2025, net cash used in financing activities was $29.4 million, which consisted of a $26.7 million repayment of our 2025 Notes and $5.0 million payment of expenses related to the 2025 Note Exchange. Convertible Senior Notes In connection with the February 2025 Note Exchange, on February 10, 2025, we entered into private, separately negotiated transactions and issued $146.7 million in aggregate principal amount of our 2031 Notes in exchange for $183.3 million in aggregate principal amount of our 2028 Notes. In connection with the August 2025 Note Exchange, on August 20, 2025, we entered into private, separately negotiated transactions and issued an additional $43.4 million in aggregate principal amount of our 2031 Notes in exchange for $49.5 million in aggregate principal amount of our 2028 Notes. As of June 30, 2026, we had 2028 Notes outstanding in an aggregate principal amount of $48.2 million, and 2031 Notes outstanding in an aggregate principal amount of $190.1 million (together, the "Convertible Senior Notes"). A portion of the net proceeds from the sale of the 2028 Notes was used to fund the net cost of entering into the capped call transactions described below. We did not receive any cash proceeds from the issuance of the 2031 Notes in the 2025 Note Exchanges. The 2028 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election, at an initial conversion rate of 31.4465 shares of our common stock per $1,000 principal amount of the 2028 Notes, which is equivalent to an initial conversion price of approximately $31.80 per share of our common stock. The 2031 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election, at an initial conversion rate of 95.5795 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $10.46 per share of our common stock. In connection with the issuance of the 2028 Notes, we entered into privately negotiated capped call transactions, with certain of the initial purchasers or their affiliates. The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the 2028 Notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to our common stock upon any conversion of the notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2028 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions related to the 2028 Notes was initially $48.00 per share, which represents a premium of 100.0% over the closing price of our common stock of $24.00 per share on March 3, 2021, and is subject to certain adjustments under the terms of the capped call transactions. For additional details related to our Convertible Senior Notes and the 2025 Note Exchanges, please see “Note 7 – Convertible Senior Notes, Net” to the condensed financial statements included in this quarterly report. 2029 Notes and Warrants On February 29, 2024, the Company entered into exchange agreements with certain holders (the “Exchange Holders”) of its then-outstanding 2025 Notes and 2028 Notes to exchange (i) $145.8 million in aggregate principal amount of the 2025 Notes and (ii) $6.5 million in aggregate principal amount of the 2028 Notes (together, the “Exchanged Notes”) for $135.0 million in aggregate principal amount of the Company’s 2029 Notes, pursuant to the 2029 Notes Indenture. The 2029 Notes bear interest at a rate of 13.00% per annum, consisting of cash interest at a rate of 8.75% per annum payable semi-annually in arrears and payment in-kind interest at a rate of 4.25% per annum payable semi-annually. The 2029 Notes will mature on the earlier of (a) March 1, 2029 and (b) any date, if any, on or after December 1, 2027 on which (a) the aggregate principal amount of the 2028 Notes then outstanding is greater than $20 million and (b) the difference between (i) the amount of unrestricted cash and cash equivalents held by the Company and its subsidiaries (if any) as of such date of determination and (ii) the aggregate principal amount of 2028 Notes outstanding as of such date of determination is less than $75 million. In connection with the 2024 Note Exchange, the Company issued Warrants to acquire an aggregate of up to 7,894,737 shares (subject to adjustment in accordance with the terms of the warrants) of the Company’s common stock to the holders of the Exchanged Notes at an exercise price of $1.71, subject to certain cashless exercise provisions and adjustment in accordance with the terms of the Warrants (see “Note 4 – Fair Value Measurement” to the condensed financial statements included in this quarterly report for further details on the terms of the Warrants). For additional details related to our 2029 Notes, please see “Note 6 – Non-convertible Notes, Net” to the condensed financial statements included in this quarterly report. Contractual Obligations and Commitments 38 Table of Contents There have been no material changes to our contractual obligations and commitments from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, except that in March 2026, we entered into an agreement for cloud computing services, which includes a total minimum commitment of $12.0 million over a three-year term ending in 2029. We expect payments under this agreement to be made in the ordinary course of business over the term of the arrangement. Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes. There have been no significant changes to our critical accounting policies from those disclosed in our 2025 Annual Report on Form 10-K. Recent Accounting Pronouncements For more information on recently issued accounting pronouncements, see Note 2 to our unaudited condensed financial statements “Summary of Significant Accounting Policies” in this Quarterly Report on Form 10-Q.