ThredUp CEO sells 171K shares to cover taxes

ThredUp’s CEO had RSUs vest into shares, then sold 171,062 shares solely to cover tax withholding obligations under the company’s equity plans.

Rhea-AI Filing Summary

ThredUp Inc. (TDUP) reported that Chief Executive Officer and director James G. Reinhart had Restricted Stock Units (RSUs) vest on September 1, 2026, converting 330,649 RSUs into an equal number of Class A Common shares at no cash exercise price. On September 2, 2026, he sold 171,062 Class A shares at $2.5812 per share in open-market or private transactions to cover tax withholding obligations, as mandated by ThredUp’s equity incentive plans, which the company states were not discretionary trades.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Reinhart James G.

Role Chief Executive Officer

Sold 171,062 shs ($442K)

Approx. gross sale proceeds $442K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	86,223	$2.5812	$223K
Sale	Class A Common Stock F1	57,771	$2.5812	$149K
Sale	Class A Common Stock F1	27,068	$2.5812	$70K
Exercise	Restricted Stock Units F2, F3	166,667	$0.00	$0.00
Exercise	Restricted Stock Units F2, F4	111,666	$0.00	$0.00
Exercise	Restricted Stock Units F2, F5	52,316	$0.00	$0.00
Exercise	Class A Common Stock	166,667	$0.00	$0.00
Exercise	Class A Common Stock	111,666	$0.00	$0.00
Exercise	Class A Common Stock	52,316	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,195,861 contracts (Direct); Class A Common Stock — 1,691,648 shares (Direct)

Footnotes (5)

1. F1. 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.
2. F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
3. F3. On February 26, 2024, the Reporting Person was granted 2,000,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.
4. F4. On January 9, 2025, the Reporting Person was granted 1,340,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.
5. F5. On January 28, 2026, the Reporting Person was granted 627,793 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

Key Figures

Shares sold to cover taxes: 171,062 shares Sale price per share: $2.5812 per share RSUs converted to shares: 330,649 RSUs +3 more

6 metrics

Shares sold to cover taxes 171,062 shares Class A Common Stock sold on September 2, 2026 to cover tax withholding obligations

Sale price per share $2.5812 per share Price for 171,062 Class A shares sold on September 2, 2026

RSUs converted to shares 330,649 RSUs Restricted Stock Units converted into Class A Common Stock on September 1, 2026 at $0.00 exercise price

RSU grant size (February 26, 2024) 2,000,000 RSUs Grant to CEO vesting in twelve equal quarterly installments, subject to continued service

RSU grant size (January 9, 2025) 1,340,000 RSUs Grant to CEO vesting in twelve equal quarterly installments, subject to continued service

RSU grant size (January 28, 2026) 627,793 RSUs Grant to CEO vesting in twelve equal quarterly installments, subject to continued service

Key Terms

Restricted Stock Units, sell to cover, equity incentive plans

3 terms

Restricted Stock Units financial

"Restricted Stock Units, vesting in twelve equal quarterly installments"

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.

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

What insider transactions did ThredUp (TDUP) disclose for CEO James G. Reinhart?

ThredUp disclosed that CEO James G. Reinhart had 330,649 RSUs vest into the same number of Class A Common shares on September 1, 2026, and sold 171,062 shares on September 2, 2026 at $2.5812 per share to cover tax withholding obligations.

How many ThredUp (TDUP) shares did the CEO sell and at what price?

James G. Reinhart sold a total of 171,062 Class A Common shares of ThredUp at an average price of $2.5812 per share on September 2, 2026, in open-market or private transactions.

Were the ThredUp (TDUP) CEO’s share sales discretionary trades?

According to ThredUp, the 171,062-share sale was made to cover tax withholding obligations related to RSU vesting and was mandated by the issuer’s equity incentive plans as a “sell to cover” transaction, and therefore did not represent a discretionary trade by the CEO.

What RSU activity did ThredUp (TDUP) report for its CEO on September 1, 2026?

On September 1, 2026, 330,649 Restricted Stock Units held by ThredUp’s CEO were converted into the same number of Class A Common shares at a $0.00 exercise price, reflecting scheduled vesting of prior RSU grants.

What are the vesting terms of the ThredUp (TDUP) CEO’s RSU grants mentioned in the filing?

ThredUp states the CEO received RSU grants of 2,000,000 units on February 26, 2024, 1,340,000 units on January 9, 2025, and 627,793 units on January 28, 2026, each vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1, subject to continued service.

Was a Rule 10b5-1 trading plan used for the ThredUp (TDUP) CEO’s transactions?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmatively marked for these transactions, and the footnotes describe the sales as tax-withholding “sell to cover” transactions under ThredUp’s equity incentive plans.

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Available on EDGAR 09/02/2026 - 06:32 PM Accepted by SEC EDGAR 09/02/2026 - 06:32 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^*

Reinhart James G.

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		M		166,667	A	$0	1,698,728	D
Class A Common Stock	09/02/2026		S(1)		86,223	D	$2.5812	1,612,505	D
Class A Common Stock	09/01/2026		M		111,666	A	$0	1,724,171	D
Class A Common Stock	09/02/2026		S(1)		57,771	D	$2.5812	1,666,400	D
Class A Common Stock	09/01/2026		M		52,316	A	$0	1,718,716	D
Class A Common Stock	09/02/2026		S(1)		27,068	D	$2.5812	1,691,648	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
Restricted Stock Units	(2)	09/01/2026		M			166,667	(3)	(3)	Class A Common Stock	166,667	$0	1,359,843	D
Restricted Stock Units	(2)	09/01/2026		M			111,666	(4)	(4)	Class A Common Stock	111,666	$0	1,248,177	D
Restricted Stock Units	(2)	09/01/2026		M			52,316	(5)	(5)	Class A Common Stock	52,316	$0	1,195,861	D

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.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. On February 26, 2024, the Reporting Person was granted 2,000,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

4. On January 9, 2025, the Reporting Person was granted 1,340,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

5. On January 28, 2026, the Reporting Person was granted 627,793 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)