ThredUp (TDUP) COO sells 61,578 shares to cover RSU tax obligations

Rhea-AI Filing Summary

ThredUp Inc. Chief Operating Officer Christopher Homer exercised restricted stock units into Class A common stock and then sold shares to cover taxes. On June 1, 2026, he converted 122,495 RSUs into the same number of Class A shares at a stated price of $0.0000 per share. On June 2, 2026, he sold a total of 61,578 Class A shares at prices around $4.43 per share in open-market transactions specifically to fund tax withholding obligations, as required by ThredUp’s equity incentive plans and not as discretionary trades. After these transactions, he directly held 1,301,843 Class A shares and 701,614 RSUs.

Insider Trade Summary

Net Seller: 61,578 shares ($273,068)

Net Sell 9 txns

Insider Homer Christopher

Role Chief Operating Officer

Sold 61,578 shs ($273K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	27,229	$4.4345	$121K
Sale	Class A Common Stock	19,899	$4.4346	$88K
Sale	Class A Common Stock	14,450	$4.4344	$64K
Exercise	Restricted Stock Units	54,166	$0.00	--
Exercise	Restricted Stock Units	39,584	$0.00	--
Exercise	Restricted Stock Units	28,745	$0.00	--
Exercise	Class A Common Stock	54,166	$0.00	--
Exercise	Class A Common Stock	39,584	$0.00	--
Exercise	Class A Common Stock	28,745	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,301,843 shares (Direct, null); Restricted Stock Units — 701,614 shares (Direct, null)

Footnotes (1)

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 650,000 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 475,000 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 344,941 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 for taxes: 61,578 shares Sale prices: $4.4344–$4.4346 per share RSUs converted: 122,495 shares +5 more

8 metrics

Shares sold for taxes 61,578 shares Class A common stock sold on June 2, 2026 to cover tax withholding

Sale prices $4.4344–$4.4346 per share Open-market sale prices on June 2, 2026

RSUs converted 122,495 shares Class A shares acquired via RSU exercises on June 1, 2026

Post-transaction holdings 1,301,843 shares Class A common stock directly held after transactions

Remaining RSUs 701,614 RSUs Restricted stock units held after RSU conversions

2024 RSU grant 650,000 RSUs Granted February 26, 2024, vesting in twelve quarterly installments

2025 RSU grant 475,000 RSUs Granted January 9, 2025, vesting in twelve quarterly installments

2026 RSU grant 344,941 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

"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 →

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^*

Homer Christopher

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/01/2026		M		54,166	A	$0	1,329,072	D
Class A Common Stock	06/02/2026		S(1)		27,229	D	$4.4345	1,301,843	D
Class A Common Stock	06/01/2026		M		39,584	A	$0	1,341,427	D
Class A Common Stock	06/02/2026		S(1)		19,899	D	$4.4346	1,321,528	D
Class A Common Stock	06/01/2026		M		28,745	A	$0	1,350,273	D
Class A Common Stock	06/02/2026		S(1)		14,450	D	$4.4344	1,335,823	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	(2)	06/01/2026		M			54,166	(3)	(3)	Class A Common Stock	54,166	$0	701,614	D
Restricted Stock Units	(2)	06/01/2026		M			39,584	(4)	(4)	Class A Common Stock	39,584	$0	662,030	D
Restricted Stock Units	(2)	06/01/2026		M			28,745	(5)	(5)	Class A Common Stock	28,745	$0	633,285	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 650,000 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 475,000 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 344,941 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)

FAQ

What did ThredUp (TDUP) COO Christopher Homer report in this Form 4?

He reported exercising 122,495 restricted stock units into Class A common stock and selling 61,578 shares at about $4.43 per share to cover tax withholding obligations mandated under ThredUp’s equity incentive plans.

Were the ThredUp (TDUP) COO’s share sales discretionary trades?

No. The filing states the 61,578 shares were sold to cover tax withholding obligations in connection with RSU vesting. The sale was mandated by ThredUp’s election under its equity incentive plans and “does not represent a discretionary trade” by the executive.

How many ThredUp (TDUP) shares does the COO hold after these transactions?

Following the reported transactions, Christopher Homer directly held 1,301,843 shares of ThredUp Class A common stock. He also held 701,614 restricted stock units, which each represent a contingent right to receive one share of Class A common stock in the future.

At what prices did the ThredUp (TDUP) COO sell shares to cover taxes?

On June 2, 2026, the COO’s tax-cover sales occurred at per-share prices of $4.4344, $4.4345, and $4.4346. These open-market sale prices applied to a combined total of 61,578 Class A common shares sold for tax withholding purposes.

What RSU grants to the ThredUp (TDUP) COO are referenced in the Form 4?

The filing notes RSU grants of 650,000 units on February 26, 2024, 475,000 units on January 9, 2025, and 344,941 units on January 28, 2026. Each grant vests in twelve equal quarterly installments, subject to continued service.

What does each ThredUp (TDUP) restricted stock unit represent for the COO?

Each RSU held by the COO represents a contingent right to receive one share of ThredUp’s Class A common stock. Shares are delivered as the RSUs vest over time, subject to the executive’s continued service with the company on each vesting date.