ThredUp (TDUP) director takes 3,836 RSUs instead of annual cash retainer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HALEY TIMOTHY M reported acquisition or exercise transactions in this Form 4 filing.

ThredUp Inc. director Timothy M. Haley received an equity grant rather than cash compensation. He was awarded 3,836 fully vested restricted stock units (RSUs) of Class A Common Stock under ThredUp’s 2021 Stock Option and Incentive Plan, in a transaction exempt under Rule 16b-3.

Each RSU represents one share of Class A Common Stock, and Haley elected to receive these RSUs in lieu of his annual cash retainer, which is paid in quarterly installments. Following this award, he directly holds 277,104 shares of Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HALEY TIMOTHY M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,836	$0.00	--

Holdings After Transaction: Class A Common Stock — 277,104 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 3,836 RSUs Shares held after grant: 277,104 shares Grant price per share: $0.00 per share

3 metrics

RSUs granted 3,836 RSUs Fully vested award under 2021 Stock Option and Incentive Plan

Shares held after grant 277,104 shares Class A Common Stock directly owned after transaction

Grant price per share $0.00 per share Equity compensation award, not an open-market purchase

Key Terms

restricted stock units, Rule 16b-3, 2021 Stock Option and Incentive Plan, annual cash retainer

4 terms

restricted stock units financial

"Grant of fully vested restricted stock units ('RSUs') under the Issuer's 2021 Stock Option and Incentive Plan"

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.

2021 Stock Option and Incentive Plan financial

"Grant of fully vested restricted stock units ('RSUs') under the Issuer's 2021 Stock Option and Incentive Plan"

annual cash retainer financial

"The Reporting Person elected to receive RSUs in lieu of his annual cash retainer, which retainer is paid in quarterly installments"

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 04:27 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^*

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)
04/22/2026

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	04/22/2026		A		3,836⁽¹⁾	A	$0	277,104	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)

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	04/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ThredUp (TDUP) director Timothy Haley report?

ThredUp director Timothy M. Haley reported receiving 3,836 fully vested restricted stock units. These RSUs were granted under the 2021 Stock Option and Incentive Plan as compensation, rather than being bought on the open market, making this a routine, non-cash equity award.

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

After the reported grant, Timothy M. Haley holds 277,104 shares of ThredUp Class A Common Stock directly. This figure includes the 3,836 RSUs awarded in the transaction, each of which represents one share upon settlement under the company’s equity plan.

What are the terms of the RSU grant reported by ThredUp (TDUP) director Haley?

The grant consists of 3,836 fully vested restricted stock units, each representing one share of ThredUp Class A Common Stock. The RSUs were issued under the 2021 Stock Option and Incentive Plan as a replacement for his annual cash retainer, paid in quarterly installments.

Was Timothy Haley’s ThredUp (TDUP) RSU grant an open-market purchase or sale?

The RSU grant was not an open-market trade. It is a compensation-related award classified under transaction code “A” for grant or other acquisition, issued in lieu of an annual cash retainer and exempt from certain rules under SEC Rule 16b-3.

Why did ThredUp (TDUP) director Haley receive RSUs instead of cash compensation?

According to the filing, Timothy M. Haley elected to receive restricted stock units instead of his annual cash retainer. That retainer is normally paid in quarterly installments, but his choice converts that cash compensation into equity-based RSUs under ThredUp’s 2021 Stock Option and Incentive Plan.