ThredUp (TDUP) CEO exercises RSUs into new Class A stock

Rhea-AI Filing Summary

ThredUp Inc. director and Chief Executive Officer James G. Reinhart reported multiple Form 4 transactions showing the exercise and conversion of restricted stock units (RSUs) into Class A Common Stock at a price of $0.00 per share.

The transactions on March 1, 2026 include RSU derivative exercises such as 166,667, 111,667 and 52,316 RSUs, with corresponding Class A Common Stock entries in matching share amounts. After these transactions, his directly held Class A Common Stock balance in individual lines includes figures like 927,675, 1,039,342 and 1,091,658 shares.

Footnotes explain that each RSU represents a contingent right to receive one share of Class A Common Stock. RSU grants of 2,000,000 (February 26, 2024), 1,340,000 (January 9, 2025) and 627,793 (January 28, 2026) vest in twelve equal quarterly installments on June 1, September 1, December 1 and March 1, subject to his continued service.

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 CA 94607

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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

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

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	03/01/2026		M		166,667	A	$0	927,675	D
Class A Common Stock	03/01/2026		M		111,667	A	$0	1,039,342	D
Class A Common Stock	03/01/2026		M		52,316	A	$0	1,091,658	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
Restricted Stock Units	(1)	03/01/2026		M			166,667	(2)	(2)	Class A Common Stock	166,667	$0	2,021,142	D
Restricted Stock Units	(1)	03/01/2026		M			111,667	(3)	(3)	Class A Common Stock	111,667	$0	1,909,475	D
Restricted Stock Units	(1)	03/01/2026		M			52,316	(4)	(4)	Class A Common Stock	52,316	$0	1,857,159	D

Explanation of Responses:

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

2. 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.

3. 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.

4. 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	03/03/2026
	** 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.

FAQ

What insider activity did ThredUp (TDUP) report for James G. Reinhart?

ThredUp (TDUP) reported that CEO James G. Reinhart exercised and converted several blocks of restricted stock units (RSUs) into Class A Common Stock at $0.00 per share. These are equity award conversions, not open-market purchases or sales, and increase his directly held share count.

Were ThredUp (TDUP) shares bought or sold in this Form 4 filing?

The Form 4 for ThredUp (TDUP) shows no open-market buys or sells. Instead, it reports RSU exercises coded “M,” meaning derivative exercises or conversions where RSUs were converted into Class A Common Stock at $0.00 per share as part of equity compensation.

What RSU grants to the ThredUp (TDUP) CEO are disclosed?

Disclosures show ThredUp (TDUP) granted James G. Reinhart 2,000,000 RSUs on February 26, 2024, 1,340,000 RSUs on January 9, 2025, and 627,793 RSUs on January 28, 2026. Each grant vests in twelve equal quarterly installments, subject to his continued service with the company.

How do the ThredUp (TDUP) CEO’s RSUs vest over time?

For ThredUp (TDUP), each RSU grant to CEO James G. Reinhart vests in twelve equal quarterly installments. Vesting dates are June 1, September 1, December 1 and March 1, and each installment is contingent on his continued service to the company on the relevant vesting date.

What does each ThredUp (TDUP) RSU represent for the CEO?

Each restricted stock unit (RSU) reported for ThredUp (TDUP) represents a contingent right to receive one share of the issuer’s Class A Common Stock. As RSUs vest and are exercised or converted, they translate into actual shares directly owned by CEO James G. Reinhart.

What transaction code is used in the ThredUp (TDUP) Form 4 and what does it mean?

The ThredUp (TDUP) Form 4 uses transaction code “M” for the CEO’s entries. Code “M” indicates the exercise or conversion of a derivative security, in this case RSUs, into Class A Common Stock rather than traditional open-market buying or selling activity.