ThredUp (TDUP) director takes 2,211 RSUs instead of annual cash retainer

Rhea-AI Filing Summary

Rushing Coretha M reported acquisition or exercise transactions in this Form 4 filing.

ThredUp Inc. director Coretha M. Rushing received an equity grant instead of cash compensation. She was granted 2,211 fully vested restricted stock units under ThredUp’s 2021 Stock Option and Incentive Plan, with each unit representing one share of Class A common stock in a transaction exempt under Rule 16b-3.

Rushing elected to receive these RSUs in lieu of her annual cash retainer, which is paid in quarterly installments. Following this award, she directly owns 150,408 shares of ThredUp Class A common stock.

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^*

Rushing Coretha M

(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		2,211(1)	A	$0	150,408	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 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.

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 Coretha M. Rushing report?

Coretha M. Rushing reported receiving 2,211 fully vested RSUs of ThredUp Class A common stock. The grant was made under the 2021 Stock Option and Incentive Plan as compensation in equity rather than cash for her director service.

How many ThredUp (TDUP) shares does Coretha M. Rushing own after this grant?

After the reported grant, Coretha M. Rushing directly owns 150,408 shares of ThredUp Class A common stock. This total reflects the addition of 2,211 fully vested restricted stock units received as part of her annual director compensation.

Was the ThredUp (TDUP) RSU award to Coretha M. Rushing a cash purchase?

No, the RSU award to Coretha M. Rushing was not a cash purchase. She elected to receive 2,211 fully vested RSUs in lieu of her annual cash retainer, which is normally paid in quarterly installments for board service.

Under which plan were ThredUp (TDUP) RSUs granted to Coretha M. Rushing?

The 2,211 fully vested RSUs granted to Coretha M. Rushing were issued under ThredUp’s 2021 Stock Option and Incentive Plan. Each restricted stock unit represents the right to receive one share of ThredUp’s Class A common stock.

What does Rule 16b-3 exemption mean for Coretha M. Rushing’s ThredUp (TDUP) grant?

The footnote states the RSU grant is exempt under Rule 16b-3, meaning it qualifies as an approved, insider compensation transaction. Such awards typically avoid short-swing profit recovery rules when properly structured and authorized under the company’s equity plan.

Did Coretha M. Rushing choose equity instead of cash from ThredUp (TDUP)?

Yes, Coretha M. Rushing elected to receive restricted stock units instead of her annual cash retainer. The filing notes she chose RSUs in lieu of cash, with the retainer normally paid to directors in quarterly installments.