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ThredUp (TDUP) Highland funds and director Nova update ownership

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

ThredUp Inc. investors affiliated with Highland Capital Partners and director Daniel Nova filed Amendment No. 4 to Schedule 13G reporting their beneficial ownership of ThredUp’s Class A common stock (measured on an as-converted basis from Class B shares).

Highland Management Partners VIII and related Highland VIII funds report shared voting and dispositive power over 4,933,717 shares, representing 4.4% of the Class A common stock on an as-converted basis. Across multiple Highland VII funds, Highland Management Partners VII entities report shared power over 2,656,621 shares, or 2.4%. Daniel Nova reports beneficial ownership of 8,154,331 shares in total, or 7.3%, including 563,993 Class A shares held directly and through related entities and 7,590,338 Class B shares held by the Highland funds, all calculated using 104,273,162 Class A shares outstanding as of October 27, 2025 plus the Highland-held Class B shares on a one-for-one conversion basis.

Positive

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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)






SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock (as defined in Item 2(d) of the Original Schedule 13G (as defined below)), which are held of record by Highland VIII, Highland VIII-B and Highland VIII-C (each as defined in Item 2(a) of the Original Schedule 13G). HMP VIII Ltd (as defined in Item 2(a) of the Original Schedule 13G) is the sole general partner of HMP VIII LP (as defined in Item 2(a) of the Original Schedule 13G), which is the sole general partner of each of Highland VIII, Highland VIII-B and Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2025, filed with the United States Securities and Exchange Commission on November 3, 2025 (the "Form 10-Q"), plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons (as defined in Item 2(a) of the Original Schedule 13G) and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VIII, Highland VIII-B and Highland VIII-C. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the sole general partner of each of Highland VIII, Highland VIII-B and Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VIII. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VIII-B. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII-B. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VIII-C. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VII, Highland VII-B, Highland VII-C and HEF VII (each as defined in Item 2(a) of the Original Schedule 13G). HMP VII LLC (as defined in Item 2(a) of the Original Schedule 13G) is the sole general partner of HMP VII LP (as defined in Item 2(a) of the Original Schedule 13G), which is the sole general partner of each of Highland VII, Highland VII-B, Highland VII-C and HEF VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VII, Highland VII-B, Highland VII-C and HEF VII. HMP VII LLC is the sole general partner of HMP VII LP, which is the sole general partner of each of Highland VII, Highland VII-B, Highland VII-C and HEF VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VII. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of Highland VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VII-B. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of Highland VII-B. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by Highland VII-C. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of Highland VII-C. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) All such securities are Class B Common Stock, which are held of record by HEF VII. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of HEF VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Represents 188,173 shares held of record by Mr. Nova, 6,890 shares held of record by Nova Family Enterprises and 368,930 shares held by the Daniel J. Nova 2000 Trust dtd 06/20/2000, all of which are shares of Class A Common Stock. Excludes 43,814 restricted stock units ("RSUs"), which will vest in full on the earlier of (i) May 21, 2026 or (ii) the Issuer's next annual meeting of stockholders, subject to Mr. Nova's continued service to the Issuer on such date. Each RSU represents a contingent right to receive one share of Class A Common Stock. (2) Includes all shares held of record by Highland VIII, Highland VIII-B, Highland VIII-C, Highland VII, Highland VII-B, Highland VII-C and HEF VII, all of which are shares of Class B Common Stock. Mr. Nova, a member of the Issuer's board of directors, is a director of HMP VIII Ltd and a managing member of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities. (3) This percentage is calculated based on 104,273,162 shares of Class A Common Stock outstanding as of October 27, 2025, as reported by the Issuer in its Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


SCHEDULE 13G



Highland Management Partners VIII Limited
Signature:/s/ Jessica Healey
Name/Title:Authorized Officer
Date:02/11/2026
Highland Management Partners VIII Limited Partnership
Signature:By: Highland Management Partners VIII Limited, its general partner; /s/ Jessica Healey
Name/Title:Authorized Officer
Date:02/11/2026
Highland Capital Partners VIII Limited Partnership
Signature:By: Highland Management Partners VIII Limited Partnership, its general partner; By: Highland Management Partners VIII Limited, its general partner;
Name/Title:Authorized Officer
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Officer
Date:02/11/2026
Highland Capital Partners VIII-B Limited Partnership
Signature:By: Highland Management Partners VIII Limited Partnership, its general partner; By: Highland Management Partners VIII Limited, its general partner;
Name/Title:Authorized Officer
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Officer
Date:02/11/2026
Highland Capital Partners VIII-C Limited Partnership
Signature:By: Highland Management Partners VIII Limited Partnership, its general partner; By: Highland Management Partners VIII Limited, its general partner;
Name/Title:Authorized Officer
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Officer
Date:02/11/2026
Highland Management Partners VII, LLC
Signature:/s/ Jessica Healey
Name/Title:Authorized Manager
Date:02/11/2026
Highland Management Partners VII Limited Partnership
Signature:By: Highland Management Partners VII, LLC, its general partner; /s/ Jessica Healey
Name/Title:Authorized Manager
Date:02/11/2026
Highland Capital Partners VII Limited Partnership
Signature:By: Highland Management Partners VII Limited Partnership, its general partner; By: Highland Management Partners VII, LLC, its general partner;
Name/Title:Authorized Manager
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Manager
Date:02/11/2026
Highland Capital Partners VII-B Limited Partnership
Signature:By: Highland Management Partners VII Limited Partnership, its general partner; By: Highland Management Partners VII, LLC, its general partner;
Name/Title:Authorized Manager
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Manager
Date:02/11/2026
Highland Capital Partners VII-C Limited Partnership
Signature:By: Highland Management Partners VII Limited Partnership, its general partner; By: Highland Management Partners VII, LLC, its general partner;
Name/Title:Authorized Manager
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Manager
Date:02/11/2026
Highland Entrepreneurs' Fund VII Limited Partnership
Signature:By: Highland Management Partners VII Limited Partnership, its general partner; By: Highland Management Partners VII, LLC, its general partner;
Name/Title:Authorized Manager
Date:02/11/2026
Signature:/s/ Jessica Healey
Name/Title:Authorized Manager
Date:02/11/2026
Daniel Nova
Signature:/s/ Daniel Nova
Name/Title:Daniel Nova
Date:02/11/2026

Comments accompanying signature: Note: This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the "Commission") on February 10, 2022, as amended by Amendment No. 1 filed with the Commission on February 6, 2023, Amendment No. 2 filed with the Commission on February 9, 2024 and Amendment No. 3 filed with the Commission on February 14, 2025 (the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.

FAQ

What does the Schedule 13G/A filing disclose about Highland’s stake in ThredUp (TDUP)?

The filing shows Highland Management Partners VIII and related funds beneficially owning 4,933,717 shares, or 4.4% of ThredUp’s Class A common stock on an as-converted basis. These holdings come from Class B shares convertible one-for-one into Class A stock.

How many ThredUp shares does Daniel Nova report owning in this Schedule 13G/A?

Daniel Nova reports beneficial ownership of 8,154,331 ThredUp shares, equal to 7.3% of the Class A common stock on an as-converted basis. This includes 563,993 Class A shares and 7,590,338 Class B shares held through various Highland funds.

How is the ownership percentage for ThredUp (TDUP) calculated in this filing?

Ownership percentages are calculated using 104,273,162 Class A shares outstanding as of October 27, 2025, as reported in ThredUp’s Form 10-Q. The calculation also includes 7,590,338 Class B shares held by the reporting persons, assuming one-for-one conversion into Class A stock.

What role do Highland Capital Partners VII funds play in ThredUp’s ownership structure?

Highland Capital Partners VII, VII-B, VII-C and Highland Entrepreneurs’ Fund VII hold Class B shares of ThredUp. Collectively, related Highland VII entities report shared voting and dispositive power over 2,656,621 shares, representing 2.4% of the Class A common stock on an as-converted basis.

What type of securities are reported in the ThredUp (TDUP) Schedule 13G/A amendment?

The amendment covers ThredUp’s Class A common stock, with economic exposure reported through holdings of Class B common stock. All Class B shares referenced are assumed convertible into Class A shares on a one-for-one basis for calculating beneficial ownership percentages.

Who has voting and investment power over the Highland-held ThredUp shares?

Highland Management Partners VIII Ltd and Highland Management Partners VIII LP are described as general partners with voting, investment and dispositive power over certain Highland VIII funds’ shares. Directors including Robert Davis, Daniel Nova, Paul Maeder and Corey Mulloy may share this power through their roles.
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