[SCHEDULE 13G/A] ThredUp Inc. SEC Filing

Rhea-AI Filing Summary

ThredUp Inc. is reported to be held by multiple Needham-related reporting persons who collectively beneficially own 5,875,000 shares of Class A common stock, representing 6.1% of the outstanding class. The filings show no sole voting or dispositive power and instead indicate shared voting and shared dispositive power over the 5,875,000 shares. The schedule discloses that these securities are directly owned by advisory clients of Needham Investment Management L.L.C., and the reporting persons include Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham. The reporting persons include standard disclaimers that they are not acquiring the securities to influence control.

Positive

• Material institutional stake disclosed: 5,875,000 shares representing 6.1% of Class A common stock
• Securities held for advisory clients: the shares are directly owned by Needham advisory clients, indicating client-directed investment instead of insider accumulation

Negative

• None.

Insights

Financial Analyst

TL;DR: Needham entities hold a material 6.1% stake (5.875M shares) in ThredUp, disclosed as shared voting/dispositive power on behalf of advisory clients.

The Schedule 13G/A reports a meaningful institutional position amounting to 5,875,000 shares (6.1%) of ThredUp Class A stock. The position is held for advisory clients and is accompanied by shared voting and dispositive power, with no sole control reported. This structure suggests the stake is managed within pooled accounts rather than held for direct corporate control. For investors, the filing signals institutional interest without explicit activist intent.

Corporate Governance Expert

TL;DR: The filing discloses a >5% institutional stake with shared control; no indication of an intent to influence governance.

The reporting entities—Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham—report shared voting and dispositive power over the same 5,875,000 shares and include a standard disclaimer against beneficial ownership for control purposes. From a governance viewpoint, the absence of sole voting or dispositive authority and the explicit disclaimer reduce the likelihood this is an activist stake, though the position is material enough to be relevant to shareholder composition.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

ThredUp Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

88556E102

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 5,875,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,875,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,875,000.00

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)

6.1 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 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 5,875,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,875,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,875,000.00

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)

6.1 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 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 5,875,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,875,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,875,000.00

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)

6.1 %

12

Type of Reporting Person (See Instructions)

IV, OO

SCHEDULE 13G

CUSIP No. 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 5,875,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,875,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,875,000.00

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)

6.1 %

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
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. - 5,875,000 Needham Asset Management, LLC - 5,875,000 Needham Aggressive Growth Fund - 5,875,000 George A. Needham - 5,875,000
(b)	Percent of class: Needham Investment Management L.L.C. - 6.1% Needham Asset Management, LLC - 6.1% Needham Aggressive Growth Fund - 6.1% George A. Needham - 6.1%
(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. - 5,875,000 Needham Asset Management, LLC - 5,875,000 Needham Aggressive Growth Fund - 5,875,000 George A. Needham - 5,875,000
	(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. - 5,875,000 Needham Asset Management, LLC - 5,875,000 Needham Aggressive Growth Fund - 5,875,000 George A. Needham - 5,875,000
Item 5.	Ownership of 5 Percent or Less of a Class.
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. 2 are directly owned by advisory clients of Needham Investment Management L.L.C.. None of those advisory clients 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:	08/13/2025

Needham Asset Management, LLC

Signature:	/s/ James W. Giangrasso
Name/Title:	James W. Giangrasso/Authorized Person
Date:	08/13/2025

Needham Aggressive Growth Fund

Signature:	/s/ James W. Giangrasso
Name/Title:	James W. Giangrasso/Chief Financial Officer
Date:	08/13/2025

George A. Needham

Signature:	/s/ George A. Needham
Name/Title:	George A. Needham
Date:	08/13/2025

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification

FAQ

How many ThredUp (TDUP) shares do Needham reporting persons own?

They report beneficial ownership of 5,875,000 shares of ThredUp Class A common stock.

What percentage of TDUP does the Needham position represent?

The reported position represents 6.1% of the Class A common stock.

Do Needham reporting persons have sole voting or dispositive power over these TDUP shares?

No. The filing shows 0 shares with sole voting or dispositive power and 5,875,000 shares with shared voting and shared dispositive power.

Which entities filed the Schedule 13G/A for TDUP?

The filing lists Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham as reporting persons.

Are these TDUP shares held directly or on behalf of others?

The filing states all reported securities are directly owned by advisory clients of Needham Investment Management L.L.C.

Does the filing indicate an intent to influence ThredUp's control or governance?

No. The reporting persons include a certification disclaiming acquisition for the purpose of changing or influencing control.