ThredUp Inc. (TDUP) director gets 3,317 RSUs instead of cash

Rhea-AI Filing Summary

ThredUp Inc. director Patricia Nakache reported an equity grant and updated her holdings in Class A common stock. On February 25, 2026, she acquired 3,317 fully vested restricted stock units under the 2021 Stock Option and Incentive Plan, with each unit convertible into one share and granted at $0.00 per share. She elected to receive these RSUs instead of her annual cash retainer, which is paid quarterly. Following this grant, she directly held 298,087 shares. The filing also notes 860 additional shares held indirectly by the Gordan/Nakache Family Trust, for which she serves as trustee, updating prior totals as of February 27, 2026.

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^*

Nakache Patricia

(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		3,317(1)	A	$0	298,087	D
Class A Common Stock								860(2)	I	By Gordan/Nakache Family Trust U/A DTD 11/30/2001

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 her annual cash retainer, which retainer is paid in quarterly installments.

2. The amount of securities reported in Column 5 has been updated to include 860 shares of Class A Common stock held indirectly by Gordan/Nakache Family Trust U/A DTD 11/30/2001 which were previously omitted from the Reporting Persons prior filings due to an administrative error. The Reporting Person serves as a trustee for the trust. The amount of securities is as of 02/27/2026.

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 Patricia Nakache report?

Patricia Nakache reported receiving 3,317 fully vested restricted stock units in ThredUp Class A common stock. The award was granted on February 25, 2026 under the 2021 Stock Option and Incentive Plan and represents a non-cash equity grant rather than an open‑market purchase.

How many ThredUp (TDUP) shares does Patricia Nakache hold after this Form 4?

After the reported grant, Patricia Nakache directly holds 298,087 ThredUp Class A shares. The filing also reflects 860 additional shares held indirectly by the Gordan/Nakache Family Trust, for which she serves as trustee, with that updated amount stated as of February 27, 2026.

What are the terms of the 3,317 RSUs reported for ThredUp (TDUP)?

The 3,317 units are fully vested restricted stock units, each representing one share of ThredUp Class A common stock. They were granted at a stated price of $0.00 per share under the 2021 Stock Option and Incentive Plan in a transaction exempt under Rule 16b‑3.

Why did Patricia Nakache receive RSUs instead of cash from ThredUp (TDUP)?

She elected to receive RSUs in lieu of her annual cash retainer as a director. That retainer is paid in quarterly installments, and this equity choice converts that cash compensation into fully vested restricted stock units tied to ThredUp’s Class A common stock.

What is the significance of the 860 ThredUp (TDUP) shares held by the family trust?

The 860 ThredUp Class A shares are held indirectly by the Gordan/Nakache Family Trust, where Patricia Nakache serves as trustee. The filing states this amount updates previously omitted holdings and confirms the trust’s share count as of February 27, 2026.

Was this ThredUp (TDUP) Form 4 a stock purchase on the open market?

No, the filing reports a grant of fully vested restricted stock units, not an open‑market stock purchase. The RSUs were issued at a stated price of $0.00 per share as director compensation under ThredUp’s 2021 Stock Option and Incentive Plan.