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  4. [Form 4] ThredUp Inc. Insider Trading Activity

ThredUp CFO vests 86K RSUs, sells 44K shares

ThredUp’s CFO had RSUs vest into shares and then sold a portion to cover tax withholding obligations in a mandated, non-discretionary transaction.

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ThredUp Inc. (TDUP) reported insider equity activity by Chief Financial Officer Sean Sobers. On September 1, 2026, Sobers had 86,110 Restricted Stock Units convert into the same number of shares of Class A Common Stock at a conversion price of $0.00 per share. On September 2, 2026, he sold 44,559 shares of Class A Common Stock at an average price of $2.5812 per share to cover tax withholding obligations arising from the RSU vesting, a sale mandated by the company’s equity incentive plans and described as non-discretionary. No Rule 10b5-1 trading plan is reported.

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Insights

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Insider Sobers Sean
Role Chief Financial Officer
Sold 44,559 shs ($115K)
Approx. gross sale proceeds $115K
Type Security Shares Price Value
Sale Class A Common Stock F1 18,973 $2.5812 $49K
Sale Class A Common Stock F1 13,368 $2.5812 $35K
Sale Class A Common Stock F1 12,218 $2.5812 $32K
Exercise Restricted Stock Units F2, F3 36,667 $0.00 $0.00
Exercise Restricted Stock Units F2, F4 25,833 $0.00 $0.00
Exercise Restricted Stock Units F2, F5 23,610 $0.00 $0.00
Exercise Class A Common Stock 36,667 $0.00 $0.00
Exercise Class A Common Stock 25,833 $0.00 $0.00
Exercise Class A Common Stock 23,610 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 378,318 contracts (Direct); Class A Common Stock — 637,360 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
  3. F3. 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.
  4. F4. 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.
  5. F5. On January 28, 2026, the Reporting Person was granted 283,312 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.
Shares sold to cover taxes 44,559 shares Class A Common Stock sold on September 2, 2026 to cover tax withholding
Sale price per share $2.5812 per share Average price for 44,559 TDUP Class A shares sold on September 2, 2026
RSUs converted to shares 86,110 RSUs RSUs converting into Class A Common Stock on September 1, 2026 at $0.00 per share
February 26, 2024 RSU grant 440,000 RSUs Grant to CFO vesting in twelve equal quarterly installments
January 9, 2025 RSU grant 310,000 RSUs Grant to CFO vesting in twelve equal quarterly installments
January 28, 2026 RSU grant 283,312 RSUs Grant to CFO vesting in twelve equal quarterly installments
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
"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"
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."

FAQ

What equity transactions did ThredUp (TDUP) CFO Sean Sobers report?
Sobers reported RSU conversions into 86,110 shares of Class A Common Stock on September 1, 2026, and the sale of 44,559 shares on September 2, 2026, at an average price of $2.5812 per share to fund tax withholding obligations.

Were the ThredUp (TDUP) share sales by the CFO discretionary trades?
No. Footnote F1 states the 44,559 shares were sold to cover tax withholding obligations from RSU vesting under a mandated "sell to cover" election in ThredUp’s equity incentive plans and "does not represent a discretionary trade" by the CFO.

How many ThredUp (TDUP) shares did the CFO sell, and at what price?
On September 2, 2026, the CFO sold a total of 44,559 shares of Class A Common Stock in three transactions (18,973; 13,368; 12,218 shares) at an average price of $2.5812 per share to cover tax withholding obligations.

How many Restricted Stock Units vested for the ThredUp (TDUP) CFO in this filing?
A total of 86,110 RSUs were reported as converted on September 1, 2026, in three blocks of 36,667, 25,833, and 23,610 RSUs, each delivering one share of ThredUp Class A Common Stock per RSU at a conversion price of $0.00.

Were the ThredUp (TDUP) CFO’s transactions made under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is unchecked, and there is no footnote indicating that the transactions were executed pursuant to a Rule 10b5-1 trading plan.

What RSU grant schedules are disclosed for the ThredUp (TDUP) CFO?
Footnotes disclose RSU grants of 440,000 RSUs (granted February 26, 2024), 310,000 RSUs (granted January 9, 2025), and 283,312 RSUs (granted January 28, 2026), each vesting in twelve equal quarterly installments, subject to continued service.

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SEC Form 4
FORM 4UNITED 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*
Sobers Sean
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026M36,667A$0632,476D
Class A Common Stock09/02/2026S(1)18,973D$2.5812613,503D
Class A Common Stock09/01/2026M25,833A$0639,336D
Class A Common Stock09/02/2026S(1)13,368D$2.5812625,968D
Class A Common Stock09/01/2026M23,610A$0649,578D
Class A Common Stock09/02/2026S(1)12,218D$2.5812637,360D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)09/01/2026M36,667 (3) (3)Class A Common Stock36,667$0427,761D
Restricted Stock Units(2)09/01/2026M25,833 (4) (4)Class A Common Stock25,833$0401,928D
Restricted Stock Units(2)09/01/2026M23,610 (5) (5)Class A Common Stock23,610$0378,318D
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 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.
4. 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.
5. On January 28, 2026, the Reporting Person was granted 283,312 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-Fact09/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR