ThredUp director granted 2,265 RSUs in lieu of cash

Paransky Noam reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Paransky Noam reported acquisition or exercise transactions in this Form 4 filing.

ThredUp Inc. director Noam Paransky received a grant of 2265.0000 fully vested restricted stock units on July 20, 2026 under the 2021 Stock Option and Incentive Plan in a transaction exempt under Rule 16b-3. Each RSU represents one Class A share, bringing his direct holdings to 686572.0000 shares. He elected to take RSUs instead of his annual cash retainer and to defer share distribution until 30 days after board service ends, a qualifying Sale Event that is a change in control under Section 409A, or 30 days after his death.

Insider Trade Summary

Grant/Award: 2,265 shares

Grant/Award 1 txn

Insider Paransky Noam

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	2,265	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 686,572 shares (Direct)

Footnotes (1)

1. F1. 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 RSU 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 his annual cash retainer, which retainer is paid in quarterly installments. The Reporting Person elected to defer distribution until the earliest of (a) 30 days after the Reporting Person's separation from service on the Board within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), (b) a Sale Event (as defined in the Issuer's 2021 Stock Option and Incentive Plan) that constitutes a change in control under Section 409A, or (c) 30 days after the Reporting Person's death.

Key Figures

RSUs granted: 2265.0000 shares Grant price per share: 0.0000 per share Shares held after grant: 686572.0000 shares +1 more

4 metrics

RSUs granted 2265.0000 shares Grant of fully vested restricted stock units on July 20, 2026

Grant price per share 0.0000 per share Stated transaction price for the RSU grant, exempt under Rule 16b-3

Shares held after grant 686572.0000 shares Direct Class A common stock holdings following the reported transaction

Deferral period 30 days Distribution occurs 30 days after separation, qualifying Sale Event, or death

Key Terms

restricted stock units ("RSUs"), Rule 16b-3, Section 409A, Sale Event, +1 more

5 terms

restricted stock units ("RSUs") financial

"Grant of fully vested restricted stock units ("RSUs") under the Issuer's 2021 Stock"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 16b-3 regulatory

"under the Issuer's 2021 Stock Option and Incentive Plan in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Section 409A regulatory

"within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended"

Sale Event financial

"(b) a Sale Event (as defined in the Issuer's 2021 Stock Option and Incentive Plan)"

change in control financial

"a Sale Event ... that constitutes a change in control under Section 409A"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ThredUp (TDUP) director Noam Paransky report?

Director Noam Paransky reported the grant of 2265.0000 fully vested restricted stock units on July 20, 2026. Each RSU represents one share of ThredUp Class A common stock and was awarded at a stated price of 0.0000 per share in a transaction exempt under Rule 16b-3.

How many ThredUp (TDUP) shares does Noam Paransky hold after this grant?

Following the reported grant, Noam Paransky directly holds 686572.0000 shares of ThredUp Class A common stock. This figure reflects the addition of 2265.0000 RSUs reported in the transaction, each representing the right to receive one share upon distribution under the plan’s terms.

Under what plan were the 2265.0000 RSUs granted at ThredUp (TDUP)?

The 2265.0000 fully vested RSUs were granted under ThredUp’s 2021 Stock Option and Incentive Plan. The award is described as a transaction exempt under Rule 16b-3, and each restricted stock unit represents a right to receive one share of Class A common stock upon distribution.

Why did ThredUp (TDUP) director Noam Paransky receive RSUs instead of cash?

Noam Paransky elected to receive RSUs in lieu of his annual cash retainer, which is normally paid in quarterly installments. This election converts his director cash compensation into equity-based compensation through fully vested restricted stock units granted under the company’s 2021 Stock Option and Incentive Plan.

When will the RSUs granted to ThredUp (TDUP) director Noam Paransky be distributed?

Distribution of the RSUs is deferred until the earliest of three events: 30 days after board service ends, a qualifying Sale Event that is a change in control under Section 409A, or 30 days after his death, as specified in the award terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 04:16 PM Accepted by SEC EDGAR 07/22/2026 - 04:16 PM Learn about SEC filing dates

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^*

Paransky Noam

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

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	07/20/2026		A(1)		2,265	A	$0	686,572	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

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 RSU 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 his annual cash retainer, which retainer is paid in quarterly installments. The Reporting Person elected to defer distribution until the earliest of (a) 30 days after the Reporting Person's separation from service on the Board within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), (b) a Sale Event (as defined in the Issuer's 2021 Stock Option and Incentive Plan) that constitutes a change in control under Section 409A, or (c) 30 days after the Reporting Person's death.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	07/22/2026
	** 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)