Were James Reinhart’s ThredUp (TDUP) share sales discretionary trades?

The filing states the sales were not discretionary trades. A footnote explains the CEO sold shares to cover tax withholding obligations through mandated “sell to cover” transactions under ThredUp’s equity incentive plans.

ThredUp (TDUP) CEO sells shares to cover RSU tax obligations

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ThredUp Inc. CEO James G. Reinhart reported routine equity compensation activity involving RSUs and related tax sales. On June 1, 2026, he exercised or converted derivative awards tied to 330,649 Restricted Stock Units, each representing one share of Class A Common Stock at a stated price of $0.00 per unit.

On June 2, 2026, he sold a total of 174,908 shares of Class A Common Stock at prices around $4.43 per share. A footnote explains these sales were made to cover tax withholding obligations under the company’s equity incentive plans through mandated “sell to cover” transactions, rather than discretionary trades. After these transactions, Reinhart directly owns 1,454,823 shares of ThredUp’s Class A Common Stock. He also holds multiple RSU grants, including 2,000,000, 1,340,000, and 627,793 RSUs that vest in twelve equal quarterly installments, conditioned on continued service.

Insider Trade Summary

Net Seller: 174,908 shares ($775,641)

Net Sell 9 txns

Insider Reinhart James G.

Role Chief Executive Officer

Sold 174,908 shs ($776K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	88,163	$4.4346	$391K
Sale	Class A Common Stock	59,070	$4.4346	$262K
Sale	Class A Common Stock	27,675	$4.4344	$123K
Exercise	Restricted Stock Units	166,666	$0.00	--
Exercise	Restricted Stock Units	111,667	$0.00	--
Exercise	Restricted Stock Units	52,316	$0.00	--
Exercise	Class A Common Stock	166,666	$0.00	--
Exercise	Class A Common Stock	111,667	$0.00	--
Exercise	Class A Common Stock	52,316	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,454,823 shares (Direct, null); Restricted Stock Units — 1,690,493 shares (Direct, null)

Footnotes (1)

Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On February 26, 2024, the Reporting Person was granted 2,000,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date. On January 9, 2025, the Reporting Person was granted 1,340,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date. On January 28, 2026, the Reporting Person was granted 627,793 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

Key Figures

Shares sold: 174,908 shares Average sale price: $4.43 per share RSUs converted: 330,649 units +4 more

7 metrics

Shares sold 174,908 shares Class A Common Stock sold on June 2, 2026 to cover taxes

Average sale price $4.43 per share Open-market sales of Class A Common Stock on June 2, 2026

RSUs converted 330,649 units Restricted Stock Units exercised/converted on June 1, 2026

Post-transaction holdings 1,454,823 shares Class A Common Stock owned directly after reported transactions

2024 RSU grant 2,000,000 RSUs Granted February 26, 2024, vesting in twelve quarterly installments

2025 RSU grant 1,340,000 RSUs Granted January 9, 2025, vesting in twelve quarterly installments

2026 RSU grant 627,793 RSUs Granted January 28, 2026, vesting in twelve quarterly installments

Key Terms

Restricted Stock Units, sell to cover, equity incentive plans, contingent right, +1 more

5 terms

Restricted Stock Units financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock."

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.

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock."

vesting in twelve equal quarterly installments financial

"RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested"

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:32 PM

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^*

Reinhart James G.

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		M		166,666	A	$0	1,542,986	D
Class A Common Stock	06/02/2026		S⁽¹⁾		88,163	D	$4.4346	1,454,823	D
Class A Common Stock	06/01/2026		M		111,667	A	$0	1,566,490	D
Class A Common Stock	06/02/2026		S⁽¹⁾		59,070	D	$4.4346	1,507,420	D
Class A Common Stock	06/01/2026		M		52,316	A	$0	1,559,736	D
Class A Common Stock	06/02/2026		S⁽¹⁾		27,675	D	$4.4344	1,532,061	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/01/2026		M			166,666	⁽³⁾	⁽³⁾	Class A Common Stock	166,666	$0	1,690,493	D
Restricted Stock Units	⁽²⁾	06/01/2026		M			111,667	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	111,667	$0	1,578,826	D
Restricted Stock Units	⁽²⁾	06/01/2026		M			52,316	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	52,316	$0	1,526,510	D

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. On February 26, 2024, the Reporting Person was granted 2,000,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

4. On January 9, 2025, the Reporting Person was granted 1,340,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

5. On January 28, 2026, the Reporting Person was granted 627,793 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	06/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ThredUp (TDUP) CEO James Reinhart report in this Form 4?

James Reinhart reported exercising equity awards and selling shares. He converted 330,649 Restricted Stock Units into Class A Common Stock and sold 174,908 shares mainly to cover tax withholding obligations tied to the RSU vesting.

How many ThredUp (TDUP) shares did the CEO sell and at what price?

James Reinhart sold 174,908 shares of ThredUp Class A Common Stock. The reported sale prices were around $4.43 per share in open-market transactions dated June 2, 2026, according to the Form 4 transaction detail.

How many ThredUp (TDUP) shares does the CEO own after these transactions?

After the reported transactions, James Reinhart directly owns 1,454,823 shares of ThredUp Class A Common Stock. This figure reflects his holdings following both the RSU-related share issuances and the tax-related share sales.

What RSU grants does the ThredUp (TDUP) CEO have outstanding?

Footnotes describe several RSU grants to James Reinhart: 2,000,000 units granted February 26, 2024, 1,340,000 units granted January 9, 2025, and 627,793 units granted January 28, 2026. Each vests in twelve equal quarterly installments, subject to continued service.

How do ThredUp (TDUP) Restricted Stock Units work for the CEO?

Each Restricted Stock Unit represents a contingent right to receive one share of ThredUp Class A Common Stock. The units vest over time in scheduled quarterly installments, and upon vesting can be settled in shares that may trigger tax withholding obligations.