ThredUp (TDUP) CFO reports RSU vesting; shares withheld at $10.82

Rhea-AI Filing Summary

Sean Sobers, Chief Financial Officer of ThredUp Inc. (TDUP), reported multiple transactions dated 09/01/2025 tied to the vesting of restricted stock units (RSUs). The filing shows three RSU vesting events that resulted in acquisitions of 36,958, 36,666 and 25,834 shares, and the issuer withheld 18,768, 18,619 and 13,119 shares respectively to satisfy tax withholding. Portions of the withheld shares were disposed at $10.82 per share. The tables report resulting Class A common stock beneficial ownership figures after each set of transactions, reflecting post-transaction holdings in the range of 445,580 to 489,461 shares depending on the line item. The RSUs derive from grants on Feb 15, 2023, Feb 26, 2024 and Jan 9, 2025, each vesting in quarterly installments through their schedules.

Positive

• RSU vesting demonstrates compensation alignment between the CFO and shareholders as equity converts from awards to vested shares.
• Transparent tax withholding is documented, showing the company handled tax obligations via share withholding rather than cash, avoiding a separate cash payment by the executive.

Negative

• Withholding disposals reduced reported beneficial ownership by notable single‑day amounts (18,768; 18,619; 13,119 shares), which could be viewed as a decline in holdings.
• Disposal price disclosed ($10.82) indicates shares were sold to satisfy taxes rather than retained, slightly increasing share float.

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting with tax-withheld share disposals; no new purchases or material change in control.

The Form 4 discloses standard compensation mechanics: scheduled RSU vesting produced issuances of Class A shares and concurrent withholding sales to cover taxes at $10.82 per share. The transaction dates and withholding amounts are explicit; there is no indication of open-market purchases, loans, or derivative exercises beyond RSU settlement. For investors, this is informational about executive compensation crystallizing into equity and modest reductions in reported beneficial ownership due to withholding.

Corporate Governance Expert

TL;DR: Compensation-related disclosure showing planned vesting and tax-related disposals; governance procedures appear routine and documented.

The filing cites RSU grant schedules from 2023, 2024 and 2025, with vesting installments and issuer withholding to satisfy tax obligations. The signature by an attorney-in-fact indicates procedural execution. There are no signs in this Form 4 of extraordinary compensation accelerations, related-party transfers, or departures that would raise governance flags. This is a standard disclosure of vested equity remuneration.

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^*

Sobers Sean

(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 Financial 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		36,958	A	$0	464,348	D
Class A Common Stock	09/01/2025		F(1)		18,768	D	$10.82	445,580	D
Class A Common Stock	09/01/2025		M		36,666	A	$0	482,246	D
Class A Common Stock	09/01/2025		F(1)		18,619	D	$10.82	463,627	D
Class A Common Stock	09/01/2025		M		25,834	A	$0	489,461	D
Class A Common Stock	09/01/2025		F(1)		13,119	D	$10.82	476,342	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			36,958	(3)	(3)	Class A Common Stock	36,958	$0	515,292	D
Restricted Stock Units	(2)	09/01/2025		M			36,666	(4)	(4)	Class A Common Stock	36,666	$0	478,626	D
Restricted Stock Units	(2)	09/01/2025		M			25,834	(5)	(5)	Class A Common Stock	25,834	$0	452,792	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 443,495 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 440,000 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 310,000 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.
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FAQ

Who filed this Form 4 for TDUP and what is their role?

The filing was made by Sean Sobers, who is identified as the Chief Financial Officer of ThredUp Inc.

What transactions occurred on 09/01/2025 in this Form 4 for TDUP?

Multiple RSU vesting events resulted in acquisitions of 36,958, 36,666 and 25,834 shares, and the issuer withheld 18,768, 18,619 and 13,119 shares to satisfy tax withholding.

At what price were shares disposed to cover tax withholding?

The Form 4 shows withholding disposals executed at $10.82 per share.

From which RSU grants did the vested shares originate?

The vested RSUs trace to grants on February 15, 2023 (443,495 RSUs), February 26, 2024 (440,000 RSUs), and January 9, 2025 (310,000 RSUs), each vesting in quarterly installments.

Did the Form 4 report any derivative exercises or other unusual transactions?

No. The filing reports RSU settlements and withholding disposals; there are no separate derivative exercises or market purchases disclosed.