ThredUp director takes 2,265 RSUs as retainer

Friedman Ian reported acquisition or exercise transactions in this Form 4 filing.

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.

Insider Trade Summary

Grant/Award: 2,265 shares

Grant/Award 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)

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many ThredUp (TDUP) shares does Ian Friedman hold after this RSU grant?

Following the grant, Ian Friedman directly holds 456,601 shares of ThredUp Class A common stock. The 2,265 newly granted fully vested RSUs each represent the right to receive one additional share upon future distribution events.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 04:16 PM Accepted by SEC EDGAR 07/22/2026 - 04:15 PM Learn about SEC filing dates

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^*

Friedman Ian

(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)
07/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/20/2026		A(1)		2,265	A	$0	456,601	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 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.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	07/22/2026
	** 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)