ThredUp (TDUP) CEO exercises 500K options, boosts Class A holdings

Rhea-AI Filing Summary

ThredUp Inc. CEO James G. Reinhart exercised stock options and converted shares, increasing his direct ownership without selling stock. On March 4, he exercised options for 500,000 shares of Class B Common Stock for cash and converted them into 500,000 shares of Class A Common Stock. Footnotes state he paid $851,804.80 and $669,275.20 in cash for the aggregate option exercises, and that no shares were sold in connection with these transactions. Following the conversions, he held 1,376,320 shares of Class A Common Stock directly.

Insights

Equity compensation analyst

CEO pays cash to exercise 500K options, boosts Class A stake with no sales.

James G. Reinhart, Chief Executive Officer of ThredUp Inc., exercised stock options for a total of 500,000 Class B shares and converted them into 500,000 Class A shares. The filing describes these actions as option exercises and derivative conversions rather than open-market purchases.

Footnotes show he paid cash exercise prices totaling $851,804.80 and $669,275.20 for the aggregate option exercises. Another footnote clarifies the stock options are fully vested, indicating these were already-earned awards being turned into common shares.

The filing also notes that no shares were sold in connection with these transactions, so this is a pure increase in reported holdings. After the conversions, his direct ownership of Class A Common Stock rose to 1,376,320 shares, while the Class B shares are convertible into Class A on a one-for-one basis as described.

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^*

Reinhart James G.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		C(1)		280,000	A	$0(1)	1,156,320	D
Class A Common Stock	03/04/2026		C(1)		220,000	A	$0(1)	1,376,320	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
Stock Option (Right to Buy)	$2.05(2)	03/04/2026		M(3)			280,000	(4)	10/03/2027	Class B Common Stock	280,000	$0	420,000	D
Class B Common Stock	(1)	03/04/2026		M		280,000		(1)	(1)	Class A Common Stock	280,000	$0	726,117	D
Class B Common Stock	(1)	03/04/2026		C(1)			280,000	(1)	(1)	Class A Common Stock	280,000	$0	446,117	D
Stock Option (Right to Buy)	$2.05(5)	03/04/2026		M(3)			220,000	(4)	03/21/2029	Class B Common Stock	220,000	$0	1,237,638	D
Class B Common Stock	(1)	03/04/2026		M		220,000		(1)	(1)	Class A Common Stock	220,000	$0	666,117	D
Class B Common Stock	(1)	03/04/2026		C(1)			220,000	(1)	(1)	Class A Common Stock	220,000	$0	446,117	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

2. $851,804.80 was paid in cash by the reporting person as consideration for the aggregate option exercise.

3. Represents an exercise of stock options in which the reporting person paid the exercise price of such options in cash. No shares were sold by the reporting person in connection with this transaction.

4. The stock options are fully vested.

5. $669,275.20 was paid in cash by the reporting person as consideration for the aggregate option exercise.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	03/04/2026
	** 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.
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FAQ

What did ThredUp (TDUP) CEO James G. Reinhart report in this Form 4?

James G. Reinhart reported exercising stock options for 500,000 Class B shares and converting them into 500,000 Class A shares. These derivative exercises increased his direct Class A ownership, with no shares sold as part of the reported transactions according to the footnotes.

How many ThredUp (TDUP) options did the CEO exercise and convert?

The CEO exercised stock options covering 500,000 shares of Class B Common Stock and converted those into 500,000 shares of Class A Common Stock. The transactions are coded as option exercises and derivative conversions, not open-market purchases or sales, in the Form 4 data.

Did the ThredUp (TDUP) CEO sell any shares in these transactions?

No shares were sold by the CEO in these transactions. A footnote explicitly states the option exercises were paid in cash and that no shares were sold in connection with them, indicating the filing reflects only exercises and conversions, not dispositions of common stock.

How much cash did the ThredUp (TDUP) CEO pay to exercise options?

Footnotes state the CEO paid cash exercise prices of $851,804.80 and $669,275.20 for the aggregate option exercises. These amounts reflect the consideration for turning vested stock options into Class B shares before conversion into Class A Common Stock.

What is the CEO’s Class A Common Stock holding in ThredUp (TDUP) after the Form 4?

After the reported conversions, the CEO directly holds 1,376,320 shares of Class A Common Stock. This figure comes from the Form 4 totals following the final Class A transaction and reflects his increased ownership position after exercising and converting options.

How are ThredUp (TDUP) Class B shares treated relative to Class A shares?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock. A footnote explains the conversion is at the holder’s option and upon certain events defined in the company’s Certificate of Incorporation, establishing a one-for-one conversion mechanism.