Why were the ThredUp (TDUP) COO’s share sales described as non-discretionary?

The sales were required under ThredUp’s equity incentive plans to fund tax withholding on RSU vesting. The footnote explains this "sell to cover" structure, stating the transactions do not represent discretionary trades by the reporting person.

ThredUp (TDUP) COO executes mandated share sales to cover RSU taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ThredUp Inc. Chief Operating Officer Homer Christopher reported mandated sales of Class A common stock to cover taxes on vested RSUs. On March 3, 2026, he sold a total of 69,741 shares in multiple open-market transactions at $3.8203 per share under a "sell to cover" arrangement required by the company’s equity incentive plans. After these transactions, he held 1,274,906 shares of Class A common stock directly.

Insider Trade Summary

Net Seller: 69,741 shares

Net Sell 3 txns

Insider Homer Christopher

Role Chief Operating Officer

Sold 69,741 shs ($266K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	30,951	$3.8203	$118K
Sale	Class A Common Stock	22,471	$3.8203	$86K
Sale	Class A Common Stock	16,319	$3.8203	$62K

Holdings After Transaction: Class A Common Stock — 1,274,906 shares (Direct)

Footnotes (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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 07:46 PM

FAQ

What did ThredUp (TDUP) COO Homer Christopher report in this Form 4?

He reported mandated open-market sales of ThredUp Class A common stock. These transactions were executed solely to cover tax withholding obligations from vesting RSUs under the company’s equity incentive plans, rather than as discretionary share sales.

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

He sold a total of 69,741 shares of ThredUp Class A common stock. The shares were sold in multiple open-market transactions at a reported price of $3.8203 per share to satisfy tax withholding obligations on vested RSUs.

How many ThredUp (TDUP) shares does the COO own after these transactions?

Following the tax-related share sales, Homer Christopher directly held 1,274,906 shares of ThredUp Class A common stock. This post-transaction ownership figure reflects his remaining stake after all reported “sell to cover” transactions on March 3, 2026.

What type of security was involved in the ThredUp (TDUP) COO’s Form 4?

All transactions involved ThredUp’s Class A common stock. The shares were sold on the open market to cover tax withholding tied to restricted stock units that had vested under the company’s equity incentive compensation programs.

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^*

Homer Christopher

(Last)

(First)

(Middle)

C/O THREDUP INC.

969 BROADWAY, SUITE 200

(Street)

OAKLAND

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 Operating 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)
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	03/03/2026		S⁽¹⁾		30,951	D	$3.8203	1,313,696	D
Class A Common Stock	03/03/2026		S⁽¹⁾		22,471	D	$3.8203	1,291,225	D
Class A Common Stock	03/03/2026		S⁽¹⁾		16,319	D	$3.8203	1,274,906	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. 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.

Source: View Original Filing on SEC EDGAR