ThredUp (NASDAQ: TDUP) CFO sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

ThredUp Inc. Chief Financial Officer Sean Sobers reported automatic sales of Class A common stock tied to restricted stock unit vesting. On March 3, 2026, a total of 56,504 shares were sold at $3.8203 per share to cover tax withholding obligations. Following these mandated “sell-to-cover” transactions, Sobers directly held 555,254 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

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 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)
03/03/2026

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	03/03/2026		S(1)		24,303	D	$3.8203	587,455	D
Class A Common Stock	03/03/2026		S(1)		16,825	D	$3.8203	570,630	D
Class A Common Stock	03/03/2026		S(1)		15,376	D	$3.8203	555,254	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. 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.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	03/03/2026
	** 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) report for its CFO?

ThredUp reported its CFO had shares sold to cover taxes. On March 3, 2026, 56,504 Class A shares tied to RSU vesting were sold in open-market transactions to satisfy tax withholding obligations under the company’s equity incentive plans.

How many ThredUp (TDUP) shares were sold in the latest Form 4?

A total of 56,504 ThredUp Class A shares were sold. The sales occurred in three open-market transactions, each at a price of $3.8203 per share, and were executed to fund tax withholding from vested restricted stock units.

Was the ThredUp (TDUP) CFO’s share sale a discretionary trade?

No, the transactions were not discretionary trades by the CFO. The filing explains the sales were mandated “sell-to-cover” transactions required by ThredUp’s equity incentive plans to satisfy tax withholding obligations arising from RSU vesting.

What price did ThredUp (TDUP) shares sell for in the CFO’s Form 4?

The reported shares sold at $3.8203 per share. Each of the three open-market sales on March 3, 2026, used this same price, as disclosed in the Form 4, to cover the tax withholding obligations tied to vested RSUs.

How many ThredUp (TDUP) shares does the CFO hold after the tax-related sales?

After the transactions, the CFO directly held 555,254 shares. The Form 4 shows this post-transaction balance of ThredUp Class A common stock remaining under the CFO’s direct ownership following the mandated tax withholding sales.

Why did ThredUp (TDUP) execute a “sell-to-cover” transaction for its CFO?

The sales funded tax withholding on vested RSUs. ThredUp’s equity plans require that tax obligations from restricted stock unit vesting be satisfied through automatic share sales, rather than separate cash payments by the reporting person.