SEC Form 4 · accession 0001628280-26-060220
ThredUp Inc. · TDUP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James G. Reinhart
Officer — Chief Executive Officer · Director
Period of report
Sep 1, 2026
Accepted (ET)
Sep 2, 2026 · 6:32 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001484778
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Sep 1, 2026 | M | 166,667 | $0.00 | A | 1,698,728 | D | |
| Class A Common Stock | Sep 2, 2026 | S | 86,223 | $2.5812 | D | 1,612,505 | D | |
| Class A Common Stock | Sep 1, 2026 | M | 111,666 | $0.00 | A | 1,724,171 | D | |
| Class A Common Stock | Sep 2, 2026 | S | 57,771 | $2.5812 | D | 1,666,400 | D | |
| Class A Common Stock | Sep 1, 2026 | M | 52,316 | $0.00 | A | 1,718,716 | D | |
| Class A Common Stock | Sep 2, 2026 | S | 27,068 | $2.5812 | D | 1,691,648 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Sep 1, 2026 | M | 166,667 | D | — | — | Class A Common Stock | 166,667 | 1,359,843 | D |
| Restricted Stock UnitsF2,F4 | — | Sep 1, 2026 | M | 111,666 | D | — | — | Class A Common Stock | 111,666 | 1,248,177 | D |
| Restricted Stock UnitsF2,F5 | — | Sep 1, 2026 | M | 52,316 | D | — | — | Class A Common Stock | 52,316 | 1,195,861 | D |
Explanation of responses
- F1Represents 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.
- F2Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F3On February 26, 2024, the Reporting Person was granted 2,000,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.
- F4On January 9, 2025, the Reporting Person was granted 1,340,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.
- F5On January 28, 2026, the Reporting Person was granted 627,793 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.