ThredUp (NASDAQ: TDUP) director granted 2,265 RSUs, now holds 456,601 shares
Rhea-AI Filing Summary
Friedman Ian reported acquisition or exercise transactions in this Form 4 filing.
ThredUp Inc. director Ian Friedman received a grant of 2,265 fully vested restricted stock units on July 20, 2026, under the 2021 Stock Option and Incentive Plan in lieu of his quarterly cash board retainer. Each RSU represents one share of Class A common stock, increasing his direct holdings to 456,601 shares. Distribution of the RSUs is deferred until 30 days after his board service ends, 30 days after a qualifying Sale Event change in control, or 30 days after his death.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 2,265 shares
Net Buy
1 txn
Insider
Friedman Ian
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 — 456,601 shares (Direct)
Footnotes (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: 2,265 units
Grant price per share: $0.0000 per share
Shares after transaction: 456,601 shares
+2 more
5 metrics
RSUs granted
2,265 units
Fully vested restricted stock units granted on July 20, 2026 in lieu of cash retainer
Grant price per share
$0.0000 per share
Director compensation grant under 2021 Stock Option and Incentive Plan, exempt under Rule 16b-3
Shares after transaction
456,601 shares
Total Class A common stock directly held by Ian Friedman following the RSU grant
Transaction date
July 20, 2026
Date of RSU grant in lieu of quarterly cash board retainer
Deferral triggers
3 triggers
Distribution deferred until 30 days after service separation, qualifying Sale Event change in control, or death
Key Terms
restricted stock units, Rule 16b-3, Section 409A, Sale Event, +1 more
5 terms
restricted stock units financial
"Grant of fully vested restricted stock units ("RSUs") under the Issuer's 2021 Stock Option and Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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 regulatory
"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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did ThredUp (TDUP) director Ian Friedman receive in this Form 4 filing?
Director Ian Friedman received 2,265 fully vested restricted stock units (RSUs) on July 20, 2026. The RSUs were granted under ThredUp’s 2021 Stock Option and Incentive Plan in lieu of his quarterly cash board retainer and represent Class A common shares.
Was Ian Friedman’s ThredUp (TDUP) equity award an open-market purchase?
No, the transaction was a grant of fully vested RSUs at a price of $0.0000 per share. It was issued as director compensation under ThredUp’s 2021 Stock Option and Incentive Plan and is exempt under Rule 16b-3, not an open-market buy.
Why did Ian Friedman elect RSUs instead of cash from ThredUp (TDUP)?
Ian Friedman elected to receive RSUs in lieu of his annual cash board retainer, which is paid in quarterly installments. This choice converts his board fees into equity-based compensation tied to ThredUp’s Class A common stock.
When will Ian Friedman’s ThredUp (TDUP) RSUs be distributed?
Distribution of the RSUs is deferred until the earliest of 30 days after his separation from board service, 30 days after a qualifying Sale Event that is a Section 409A change in control, or 30 days after his death.
What plan governs Ian Friedman’s new ThredUp (TDUP) RSUs?
The RSU grant is made under ThredUp’s 2021 Stock Option and Incentive Plan. Each unit represents the right to receive one share of Class A common stock, and the grant is structured to be exempt from short-swing profit rules under Rule 16b-3.