TDUP Form 4: RSU Vesting and Tax-Withholding for COO Homer Christopher

Rhea-AI Filing Summary

Homer Christopher, Chief Operating Officer of ThredUp Inc. (TDUP), reported routine equity transactions on 09/01/2025. Several restricted stock units (RSUs) vested on that date from prior grants: 698,841 RSUs (granted 02/15/2023), 650,000 RSUs (granted 02/26/2024) and 475,000 RSUs (granted 01/09/2025), each vesting in quarterly installments subject to continued service. The filing shows vesting-related acquisitions of Class A common stock (58,237; 54,166; 39,584 shares) and contemporaneous share withholdings to satisfy tax obligations (25,829; 24,023; 17,556 shares) at $10.82 per share. Post-transaction reported beneficial ownership and underlying share counts are provided in the tables.

Positive

• RSU vesting disclosed with grant details: the filing lists original grants of 698,841, 650,000 and 475,000 RSUs and their quarterly vesting schedule.
• Compensation alignment: RSUs vest subject to continued service, indicating ongoing executive alignment with shareholder interests.
• Tax withholding handled via share withholding: specific withheld share amounts (25,829; 24,023; 17,556) and price ($10.82) are disclosed, showing standard administrative handling.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: This Form 4 documents standard RSU vesting and tax-withholding; no atypical sales or transfers are reported.

The filing records scheduled vesting from previously granted RSU awards and issuer share-withholdings to meet tax obligations. All transactions are described as vesting (code M) and withholding (code F(1)) rather than open-market dispositions, indicating these are compensation-related events tied to the reporting persons continued service requirement. For governance review, these are routine insider filings that do not signal an intent to liquidate additional holdings or change control.

Executive Compensation Analyst

TL;DR: Large multi-year RSU grants are materially vesting, increasing vested equity while tax-withholding reduces delivered shares.

The filing quantifies vested RSU tranches: acquisitions of 58,237, 54,166 and 39,584 Class A shares arising from RSU vesting. It also discloses withheld shares of 25,829, 24,023 and 17,556 at a reported price of $10.82 to satisfy tax liabilities. The document reiterates the original grant sizes and the quarterly vesting schedule, which is important for modeling future share-based compensation expense and potential dilution timing.

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
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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^*

Homer Christopher

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		58,237	A	$0	1,111,623	D
Class A Common Stock	09/01/2025		F(1)		25,829	D	$10.82	1,085,794	D
Class A Common Stock	09/01/2025		M		54,166	A	$0	1,139,960	D
Class A Common Stock	09/01/2025		F(1)		24,023	D	$10.82	1,115,937	D
Class A Common Stock	09/01/2025		M		39,584	A	$0	1,155,521	D
Class A Common Stock	09/01/2025		F(1)		17,556	D	$10.82	1,137,965	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)	09/01/2025		M			58,237	(3)	(3)	Class A Common Stock	58,237	$0	779,071	D
Restricted Stock Units	(2)	09/01/2025		M			54,166	(4)	(4)	Class A Common Stock	54,166	$0	724,905	D
Restricted Stock Units	(2)	09/01/2025		M			39,584	(5)	(5)	Class A Common Stock	39,584	$0	685,321	D

Explanation of Responses:

1. Represents shares of Class A Common Stock that were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. On February 15, 2023, the Reporting Person was granted 698,841 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 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.

5. 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.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	09/03/2025
	** 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

What transactions did Homer Christopher report on Form 4 for TDUP?

The filing reports RSU vesting-related acquisitions of Class A shares (58,237; 54,166; 39,584) and share withholdings for taxes (25,829; 24,023; 17,556) on 09/01/2025.

How many RSUs were originally granted to Homer Christopher and when?

The filing shows grants of 698,841 RSUs (02/15/2023), 650,000 RSUs (02/26/2024), and 475,000 RSUs (01/09/2025).

Were any shares sold in open-market transactions by the reporting person?

No open-market sales are reported; the entries are vesting acquisitions (code M) and share withholdings to satisfy tax obligations (code F(1)).

What price is shown for the withheld shares?

The withheld shares are reported at a price of $10.82 per share.

Does the Form 4 indicate continued service conditions for vesting?

Yes, the filing states each RSU vests in quarterly installments "subject to the Reporting Person's continued service to the Issuer on each such date."