ThredUp (NASDAQ: TDUP) director awarded 37,265 RSUs vesting by 2027

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

ThredUp Inc. director Noam Paransky received an equity grant of 37,265 RSUs tied to Class A common stock. Each RSU represents one share. The award vests in full on the earlier of May 20, 2027 or ThredUp’s next annual stockholder meeting, assuming continued board service. Following this grant, Paransky holds 684,307 shares directly. Distribution of the vested shares has been deferred until specific events such as separation from board service, a qualifying sale event that is a change in control, or death, as outlined under Section 409A rules.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Paransky Noam

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	37,265	$0.00	--

Holdings After Transaction: Class A Common Stock — 684,307 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 37,265 RSUs Holdings after transaction: 684,307 shares Vesting date: May 20, 2027 +1 more

4 metrics

RSUs granted 37,265 RSUs Equity award to director Noam Paransky

Holdings after transaction 684,307 shares Total Class A common stock after RSU grant

Vesting date May 20, 2027 RSUs vest on this date or at next annual meeting

Transaction price per share $0.0000 per share Grant, not an open-market purchase

Key Terms

RSUs, Sale Event, Section 409A, change in control

4 terms

RSUs financial

"These shares represent RSUs. Each RSU represents a contingent right to receive one share"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Sale Event financial

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

Section 409A regulatory

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

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.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:08 PM

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)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/20/2026		A⁽¹⁾		37,265	A	$0	684,307	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares represent RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of (i) May 20, 2027 or (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service to the Issuer on such date. 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	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

ThredUp reported a grant of 37,265 restricted stock units to director Noam Paransky. Each RSU represents one share of Class A common stock, forming part of his equity-based board compensation rather than an open-market purchase or sale.

When do Noam Paransky’s 37,265 ThredUp (TDUP) RSUs vest?

The 37,265 RSUs vest in full on the earlier of May 20, 2027 or ThredUp’s next annual meeting of stockholders. Vesting is conditioned on Paransky’s continued service on the board through that date, aligning incentives with ongoing governance involvement.

How many ThredUp (TDUP) shares does Noam Paransky hold after this Form 4?

After this RSU grant, Noam Paransky is reported as holding 684,307 shares of ThredUp Class A common stock directly. This total includes the newly granted units, reflecting his overall equity position as a company director at the filing date.

Are the newly granted ThredUp (TDUP) RSUs paid out immediately to Noam Paransky?

The RSUs are not paid out immediately. Distribution is deferred until the earliest of 30 days after Paransky’s separation from board service, a qualifying sale event that is a change in control, or 30 days after his death, consistent with Section 409A rules.

What does the Form 4 say about Section 409A in ThredUp (TDUP) director’s RSU grant?

The filing notes that distribution of RSU shares is timed to comply with Section 409A of the Internal Revenue Code. Payment is deferred to specific events, including separation from service, a qualifying sale event treated as a change in control, or death, managing tax timing.