ThredUp (NASDAQ: TDUP) director swaps cash retainer for RSUs

Rhea-AI Filing Summary

ThredUp Inc. director Timothy M. Haley acquired 2,491 fully vested RSUs of Class A Common Stock at no cost on July 20, 2026, under the 2021 Stock Option and Incentive Plan. He elected RSUs in lieu of his annual cash retainer, bringing his direct holdings to 316,860 shares.

Insider Trade Summary

Net Buyer: 2,491 shares

Net Buy 1 txn

Insider HALEY TIMOTHY M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	2,491	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 316,860 shares (Direct)

Footnotes (1)

1. F1. Grant of fully vested restricted stock units ('RSUs') under the Issuer's 2021 Stock Option and Incentive Plan in a transaction exempt under Rule 16b-3. Each unit represents a right to receive one share of the Issuer's Class A Common Stock. The Reporting Person elected to receive RSUs in lieu of his annual cash retainer, which retainer is paid in quarterly installments.

Key Figures

RSUs granted: 2,491 shares Shares held after transaction: 316,860 shares Grant price: $0.0000 per share

3 metrics

RSUs granted 2,491 shares Grant of fully vested RSUs of Class A Common Stock on July 20, 2026

Shares held after transaction 316,860 shares Direct holdings of Timothy M. Haley following the RSU grant

Grant price $0.0000 per share Equity award received in lieu of annual cash retainer

Key Terms

restricted stock units, Rule 16b-3, Stock Option and Incentive Plan

3 terms

restricted stock units financial

"Grant of fully vested restricted stock units ('RSUs') under the Issuer's 2021"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"under the Issuer's 2021 Stock Option and Incentive Plan in a transaction exempt under Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Stock Option and Incentive Plan financial

"under the Issuer's 2021 Stock Option and Incentive Plan in a transaction"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/22/2026 - 04:15 PM Accepted by SEC EDGAR 07/22/2026 - 04:14 PM Learn about SEC filing dates

FAQ

What insider transaction did ThredUp (TDUP) report for Timothy M. Haley?

ThredUp reported that director Timothy M. Haley acquired 2,491 fully vested RSUs of Class A Common Stock on July 20, 2026. The award was granted at no cash cost as equity compensation under the company’s 2021 Stock Option and Incentive Plan.

How many ThredUp (TDUP) shares does Timothy M. Haley hold after this Form 4 transaction?

After the RSU grant, Timothy M. Haley directly holds 316,860 shares of ThredUp Class A Common Stock. This figure reflects his position immediately following receipt of the 2,491 fully vested restricted stock units reported in the transaction.

Was Timothy M. Haley’s ThredUp (TDUP) RSU grant made under a Rule 10b5-1 trading plan?

No, the transaction was not reported under a Rule 10b5-1 plan. The Form 4’s Rule 10b5-1 checkbox is unchecked, and the footnote describes the grant as director compensation, not as part of a pre-arranged trading program.

Why did Timothy M. Haley receive RSUs instead of a cash retainer from ThredUp (TDUP)?

The footnote states that Haley elected to receive RSUs in lieu of his annual cash retainer. The retainer is paid in quarterly installments, and he chose to take that board compensation in stock-based form rather than in cash.

What are the key terms of the RSUs granted to Timothy M. Haley by ThredUp (TDUP)?

The award consists of fully vested restricted stock units, each representing the right to receive one share of ThredUp’s Class A Common Stock. The grant was made at a stated price of $0.0000 per share under the 2021 Stock Option and Incentive Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HALEY TIMOTHY M

(Last) (First) (Middle)

C/O THREDUP INC.

969 BROADWAY, SUITE 200

(Street)

OAKLAND CALIFORNIA 94607

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/20/2026		A(1)		2,491	A	$0	316,860	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of fully vested restricted stock units ('RSUs') under the Issuer's 2021 Stock Option and Incentive Plan in a transaction exempt under Rule 16b-3. Each unit represents a right to receive one share of the Issuer's Class A Common Stock. The Reporting Person elected to receive RSUs in lieu of his annual cash retainer, which retainer is paid in quarterly installments.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	07/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)