TDUP Form 4: Reinhart Disposes 564,886 Class A Shares in Two Sales

Rhea-AI Filing Summary

Reinhart James G., Chief Executive Officer and director of ThredUp Inc. (TDUP), reported two open-market sales of Class A common stock. He disposed of 158,514 shares on 08/06/2025 at a weighted-average price of $10.2001 (sales ranged $10.20–$10.23) and 406,372 shares on 08/08/2025 at a weighted-average price of $9.9087 (sales ranged $9.75–$10.00). After these transactions the reporting person’s beneficial ownership of Class A common stock is reported as 763,764 shares.

The Form 4 is signed by an attorney-in-fact and lists the filing as by a single reporting person. The disclosure provides specific share counts, weighted-average prices and the post-transaction beneficial ownership reported on the form.

Positive

• Transparent disclosure of insider transactions with explicit share counts, weighted-average prices and post-transaction beneficial ownership

Negative

• CEO sold a large block of shares: total of 564,886 Class A shares disposed in two transactions
• Beneficial ownership declined to 763,764 shares after the reported sales
• Sales occurred at prices near $10 (weighted averages $10.2001 and $9.9087), which may be perceived negatively by some investors

Insights

Securities Analyst

TL;DR: CEO sold a material block of shares in two open-market transactions, reducing his reported beneficial ownership to 763,764 shares.

The Form 4 documents two separate sales totaling 564,886 Class A shares executed at weighted-average prices of $10.2001 and $9.9087, with disclosed price ranges of $10.20–$10.23 and $9.75–$10.00 respectively. From a market-impact perspective, the disclosed volumes and specific weighted-average prices are significant because they quantify insider liquidity events and show precise post-sale beneficial ownership of 763,764 shares. The filing offers clear, itemized data for investors to model dilution or insider disposition but does not state intent or provide further context for the sales.

Corporate Governance Expert

TL;DR: The disclosure is complete on face value; large insider sales by the CEO are material facts for governance review.

The Form 4 shows the reporting person holds both director and officer roles and executed two open-market dispositions totaling 564,886 shares. The form includes weighted-average sale prices and the resulting beneficial ownership figure, which are the key governance data points for assessing insider alignment with shareholders. The signature is by an attorney-in-fact, indicating the filing was prepared and attested by an authorized representative. The document contains the statutory disclosures required for Section 16 trading but provides no explanation of the purpose behind the sales.

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)
08/06/2025

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	08/06/2025		S		158,514	D	$10.2001(1)	1,170,136	D
Class A Common Stock	08/08/2025		S		406,372	D	$9.9087(2)	763,764	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. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $10.20 to $10.23 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.75 to $10.00 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	08/08/2025
	** 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

Who filed the Form 4 for TDUP?

Reinhart James G., identified as Chief Executive Officer and director, is the reporting person named on the form.

What transactions were reported on the TDUP Form 4?

Two open-market sales of Class A common stock: 158,514 shares on 08/06/2025 (weighted-average $10.2001) and 406,372 shares on 08/08/2025 (weighted-average $9.9087).

How many TDUP shares does the reporting person own after these transactions?

The Form 4 reports 763,764 shares of Class A common stock beneficially owned following the reported transactions.

What were the price ranges for the sales reported on the Form 4?

Footnotes disclose sale price ranges: $10.20–$10.23 for the 08/06/2025 sales and $9.75–$10.00 for the 08/08/2025 sales.

Who signed the Form 4?

The form is signed by Alon Rotem, Attorney-in-Fact (signature appears on the filing).