ThredUp (TDUP) CEO executes 215,338-share tax sell-to-cover transaction

Rhea-AI Filing Summary

ThredUp Inc. CEO and director James G. Reinhart reported selling a total of 215,338 shares of Class A common stock on March 3, 2026 at a price of $3.8203 per share in multiple open-market transactions.

According to the filing, these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations upon RSU vesting and did not represent discretionary trades. Following the transactions, he directly owned 876,320 shares.

Insider Trade Summary

Net Seller: 215,338 shares

Net Sell 3 txns

Insider Reinhart James G.

Role Chief Executive Officer

Sold 215,338 shs ($823K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	108,543	$3.8203	$415K
Sale	Class A Common Stock	72,724	$3.8203	$278K
Sale	Class A Common Stock	34,071	$3.8203	$130K

Holdings After Transaction: Class A Common Stock — 876,320 shares (Direct)

Footnotes (1)

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 - 07:45 PM Learn about SEC filing dates

FAQ

What insider transaction did ThredUp (TDUP) report for its CEO?

ThredUp reported that CEO James G. Reinhart sold 215,338 shares of Class A common stock on March 3, 2026. The transactions were structured as open-market sales at $3.8203 per share to satisfy tax withholding obligations tied to vesting RSUs.

Why did the ThredUp (TDUP) CEO sell 215,338 shares?

The CEO’s 215,338-share sale was to cover tax withholding obligations from vesting RSUs. The company elected a “sell to cover” method under its equity incentive plans, so the transactions were mandated rather than discretionary trading decisions by the executive.

At what price were the ThredUp (TDUP) CEO’s shares sold?

All reported shares were sold at $3.8203 per share on March 3, 2026. The filing describes these as open-market sales executed to fund required tax withholdings related to restricted stock units that had recently vested for the CEO.

How many ThredUp (TDUP) shares does the CEO own after the sale?

After completing the tax-related sales, CEO James G. Reinhart directly owned 876,320 shares of ThredUp Class A common stock. This figure reflects his remaining direct holdings once the mandated “sell to cover” transactions for RSU tax withholding were executed.

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

No, the filing states the sales were not discretionary. They were mandated “sell to cover” transactions required by ThredUp’s equity incentive plans to satisfy tax withholding obligations arising from the vesting of restricted stock units held by the CEO.

What type of security did the ThredUp (TDUP) CEO sell?

The CEO sold ThredUp Class A common stock, as disclosed in the Form 4. These shares were sold in three open-market transactions on March 3, 2026, solely to meet tax withholding obligations related to the vesting of his restricted stock units.

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 CA 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/03/2026		S(1)		108,543	D	$3.8203	983,115	D
Class A Common Stock	03/03/2026		S(1)		72,724	D	$3.8203	910,391	D
Class A Common Stock	03/03/2026		S(1)		34,071	D	$3.8203	876,320	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. 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.