Director Timothy Haley takes 2,432 ThredUp (TDUP) RSUs in lieu of cash

Rhea-AI Filing Summary

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

ThredUp Inc. director Timothy M. Haley reported receiving a grant of 2,432 fully vested restricted stock units (RSUs) of Class A common stock. The award was made at a price of $0.00 per share under ThredUp's 2021 Stock Option and Incentive Plan and is exempt under Rule 16b-3.

Each RSU represents one share of Class A common stock, and Haley elected to receive these RSUs instead of his annual cash retainer, which is paid in quarterly installments. Following this grant, his directly held Class A share balance increased to 273,268 shares.

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

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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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		2,432(1)	A	$0	273,268	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	02/27/2026
	** 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 transaction did ThredUp (TDUP) director Timothy Haley report?

ThredUp director Timothy M. Haley reported receiving a grant of 2,432 fully vested RSUs of Class A common stock. The award was issued at $0.00 per share under ThredUp’s 2021 Stock Option and Incentive Plan and is treated as equity compensation.

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

After the reported grant, Timothy M. Haley directly holds 273,268 shares of ThredUp Class A common stock. This total reflects inclusion of the 2,432 fully vested RSUs granted as part of his compensation in lieu of a cash retainer.

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

The filing shows a grant of 2,432 fully vested RSUs at $0.00 per share. Each restricted stock unit represents a right to receive one share of ThredUp Class A common stock, issued under the company’s 2021 Stock Option and Incentive Plan.

Why did Timothy Haley receive RSUs instead of cash from ThredUp (TDUP)?

According to the filing footnote, Timothy Haley elected to receive RSUs in lieu of his annual cash retainer. That director retainer is normally paid in quarterly installments, so this grant functions as equity-based compensation replacing those cash payments.

Are the ThredUp RSUs granted to Timothy Haley vested or unvested?

The Form 4 footnote specifies that the 2,432 restricted stock units granted to Timothy Haley are fully vested. Fully vested RSUs generally mean he has an immediate right to receive the underlying Class A common shares, subject to standard plan mechanics.