[SCHEDULE 13G/A] ThredUp Inc. Amended Passive Investment Disclosure
Needham reports 9.275M TDUP shares, 8.7% stake
Needham Investment Management and affiliated filers report ownership of 9,275,000 shares of ThredUp Inc. Class A Common Stock as disclosed in Amendment No. 3 to Schedule 13G/A, representing 8.7% of the class as shown for the reporting period ending 03/31/2026.
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Needham Investment Management and affiliated filers report ownership of 9,275,000 shares of ThredUp Inc. Class A Common Stock as disclosed in Amendment No. 3 to Schedule 13G/A, representing 8.7% of the class as shown for the reporting period ending 03/31/2026.
The filing is a joint statement naming Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund and George A. Needham. The shares are reported as held for advisory clients, and the filing includes a Joint Filing Agreement and a control-person identification exhibit.
Insights
Large advisory position disclosed: 9,275,000 shares (8.7%).
The Schedule 13G/A amendment lists 9,275,000 shares held jointly by Needham entities and George A. Needham, reported as advisory-client holdings for the period ending 03/31/2026. The disclosure reflects passive/beneficial ownership reporting rather than a trading event.
The filing states these securities are directly owned by advisory clients; cash‑flow treatment and specific client identities are not provided. Subsequent filings or fund disclosures could clarify holder-level concentration or any changes in stake.
Key Figures
Shares beneficially owned:9,275,000 sharesPercent of class:8.7%CUSIP:88556E102+1 more
4 metrics
Shares beneficially owned9,275,000 sharesReported by Needham filers as of 03/31/2026
Percent of class8.7%ThredUp Class A common stock (as reported)
CUSIP88556E102ThredUp Class A Common Stock identifier
Reporting period03/31/2026Period covered by the Schedule 13G/A amendment
"Amendment No. 3 to Schedule 13G/A discloses beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerfinancial
"Shared Dispositive Power 9,275,000.00 is reported for each filer"
Joint Filing Agreementregulatory
"Exhibit A - Joint Filing Agreement is attached to the amendment"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Needham report in ThredUp (TDUP)?
Needham reports beneficial ownership of 9,275,000 shares of ThredUp Class A common stock, representing 8.7% of the class as of 03/31/2026. The position is reported across Needham entities and George A. Needham in a joint Schedule 13G/A amendment.
Who filed the Schedule 13G/A amendment for TDUP?
Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund and George A. Needham jointly signed Amendment No. 3 to the Schedule 13G/A, including a Joint Filing Agreement and a control‑person identification exhibit.
Does the filing indicate Needham has voting or dispositive power?
The disclosure shows 0 shares of sole voting or sole dispositive power and 9,275,000 shares of shared voting and shared dispositive power. The filing attributes the holdings to advisory clients rather than direct sole control by a single filer.
Are the Needham holdings reported as held for clients or the firm?
The filing states the securities are directly owned by advisory clients of Needham Investment Management L.L.C.; the reported position reflects client ownership, with Needham acting in an advisory capacity, and Needham Aggressive Growth Fund listed among the reported owners.
What exhibits accompany the Schedule 13G/A amendment?
The amendment includes an Exhibit A Joint Filing Agreement and Exhibit B Control Person Identification. These exhibits formalize the joint filing and identify the relevant control‑person information attached to the Schedule 13G/A amendment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
ThredUp Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
88556E102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
88556E102
1
Names of Reporting Persons
Needham Investment Management L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,275,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,275,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
88556E102
1
Names of Reporting Persons
Needham Asset Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,275,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,275,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
88556E102
1
Names of Reporting Persons
Needham Aggressive Growth Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,275,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,275,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP Number(s):
88556E102
1
Names of Reporting Persons
George A. Needham
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,275,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,275,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ThredUp Inc.
(b)
Address of issuer's principal executive offices:
969 Broadway, Suite 200 Oakland, California 94607 United States of America
Item 2.
(a)
Name of person filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
George A. Needham
(b)
Address or principal business office or, if none, residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
George A. Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
(c)
Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Maryland
George A. Needham - United States
(d)
Title of class of securities:
Class A Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
88556E102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Needham Investment Management L.L.C. - 9,275,000
Needham Asset Management, LLC - 9,275,000
Needham Aggressive Growth Fund - 9,275,000
George A. Needham - 9,275,000
(b)
Percent of class:
Needham Investment Management L.L.C. - 8.7%
Needham Asset Management, LLC - 8.7%
Needham Aggressive Growth Fund - 8.7%
George A. Needham - 8.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(ii) Shared power to vote or to direct the vote:
Needham Investment Management L.L.C. - 9,275,000
Needham Asset Management, LLC - 9,275,000
Needham Aggressive Growth Fund - 9,275,000
George A. Needham - 9,275,000
(iii) Sole power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(iv) Shared power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 9,275,000
Needham Asset Management, LLC - 9,275,000
Needham Aggressive Growth Fund - 9,275,000
George A. Needham - 9,275,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 3 are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients, other than Needham Aggressive Growth Fund, may be deemed to beneficially own more than 5% of the Class A Common Stock, $0.0001 par value per share.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Needham Investment Management L.L.C.
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Chief Financial Officer
Date:
05/15/2026
Needham Asset Management, LLC
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
05/15/2026
Needham Aggressive Growth Fund
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
05/15/2026
George A. Needham
Signature:
/s/ George A. Needham
Name/Title:
George A. Needham
Date:
05/15/2026
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
