ThredUp (TDUP) CFO reports RSU vesting and mandated tax share sales

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ThredUp Inc. Chief Financial Officer Sean Sobers reported RSU vesting and related share sales to cover taxes. On June 1, 2026, he exercised restricted stock units into 86,109 shares of Class A Common Stock at a conversion price of $0.00 per share. On June 2, 2026, 45,554 shares were sold in open-market transactions at prices around $4.43 per share to satisfy tax withholding obligations under the company’s equity incentive plans, which the footnote states were not discretionary trades. After these transactions, Sobers directly held 572,523 shares of Class A Common Stock.

Insider Trade Summary

Net Seller: 45,554 shares ($202,007)

Net Sell 9 txns

Insider Sobers Sean

Role Chief Financial Officer

Sold 45,554 shs ($202K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	19,397	$4.4345	$86K
Sale	Class A Common Stock	13,667	$4.4344	$61K
Sale	Class A Common Stock	12,490	$4.4344	$55K
Exercise	Restricted Stock Units	36,666	$0.00	--
Exercise	Restricted Stock Units	25,834	$0.00	--
Exercise	Restricted Stock Units	23,609	$0.00	--
Exercise	Class A Common Stock	36,666	$0.00	--
Exercise	Class A Common Stock	25,834	$0.00	--
Exercise	Class A Common Stock	23,609	$0.00	--

Holdings After Transaction: Class A Common Stock — 572,523 shares (Direct, null); Restricted Stock Units — 513,871 shares (Direct, null)

Footnotes (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. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On February 26, 2024, the Reporting Person was granted 440,000 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. On January 9, 2025, the Reporting Person was granted 310,000 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. On January 28, 2026, the Reporting Person was granted 283,312 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.

Key Figures

Shares sold to cover taxes: 45,554 shares Average sale price: $4.4345 per share RSU shares vested: 86,109 shares +4 more

7 metrics

Shares sold to cover taxes 45,554 shares Open-market sales on June 2, 2026 at about $4.43

Average sale price $4.4345 per share Class A Common Stock sales on June 2, 2026

RSU shares vested 86,109 shares RSUs converted to Class A Common Stock on June 1, 2026

Shares held after transactions 572,523 shares Direct Class A Common Stock ownership following June 2, 2026 trades

2024 RSU grant size 440,000 RSUs Granted February 26, 2024, vesting in twelve quarterly installments

2025 RSU grant size 310,000 RSUs Granted January 9, 2025, vesting in twelve quarterly installments

2026 RSU grant size 283,312 RSUs Granted January 28, 2026, vesting in twelve quarterly installments

Key Terms

Restricted Stock Units, sell to cover, equity incentive plans, open-market sale, +1 more

5 terms

Restricted Stock Units financial

"The filing reports transactions in “Restricted Stock Units” that convert into Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"The footnote explains the sale was mandated as a “sell to cover” tax transaction."

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plans financial

"Tax-related sales occurred under the issuer’s election in its equity incentive plans."

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

open-market sale financial

"Each S-code transaction is described as an open-market sale of Class A Common Stock."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

contingent right financial

"Each RSU represents a contingent right to receive one share of Class A Common Stock."

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:32 PM

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^*

Sobers Sean

(Last)

(First)

(Middle)

C/O THREDUP INC.

969 BROADWAY, SUITE 200

(Street)

OAKLAND

CALIFORNIA

94607

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		M		36,666	A	$0	591,920	D
Class A Common Stock	06/02/2026		S⁽¹⁾		19,397	D	$4.4345	572,523	D
Class A Common Stock	06/01/2026		M		25,834	A	$0	598,357	D
Class A Common Stock	06/02/2026		S⁽¹⁾		13,667	D	$4.4344	584,690	D
Class A Common Stock	06/01/2026		M		23,609	A	$0	608,299	D
Class A Common Stock	06/02/2026		S⁽¹⁾		12,490	D	$4.4344	595,809	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/01/2026		M			36,666	⁽³⁾	⁽³⁾	Class A Common Stock	36,666	$0	513,871	D
Restricted Stock Units	⁽²⁾	06/01/2026		M			25,834	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	25,834	$0	488,037	D
Restricted Stock Units	⁽²⁾	06/01/2026		M			23,609	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	23,609	$0	464,428	D

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.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. On February 26, 2024, the Reporting Person was granted 440,000 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.

4. On January 9, 2025, the Reporting Person was granted 310,000 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.

5. On January 28, 2026, the Reporting Person was granted 283,312 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.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ThredUp (TDUP) CFO Sean Sobers report?

Sean Sobers reported RSU vesting and related share sales. He converted restricted stock units into 86,109 Class A shares, then sold 45,554 shares in open-market transactions to cover tax withholding obligations required under ThredUp’s equity incentive plans.

How many ThredUp (TDUP) shares did the CFO sell and at what price?

The CFO sold 45,554 shares of ThredUp Class A Common Stock. The transactions occurred at prices around $4.43 per share, according to the Form 4 data, and were undertaken specifically to satisfy tax withholding obligations tied to RSU vesting.

Why were ThredUp (TDUP) shares sold by the CFO in this Form 4?

The filing states the shares were sold to cover tax withholding obligations from RSU vesting. ThredUp’s equity incentive plans require a “sell to cover” transaction, so these sales are described as mandated rather than discretionary trades by the reporting person.

How many ThredUp (TDUP) shares does the CFO hold after these transactions?

After the reported RSU exercises and tax-related sales, the CFO directly holds 572,523 shares of ThredUp Class A Common Stock. This figure reflects his remaining position following the June 1–2, 2026 transactions disclosed in the Form 4 filing.

What RSU grants to the ThredUp (TDUP) CFO are referenced in the Form 4?

The footnotes reference RSU grants of 440,000 units on February 26, 2024, 310,000 units on January 9, 2025, and 283,312 units on January 28, 2026. Each grant vests in twelve equal quarterly installments, contingent on continued service to ThredUp.

Does the ThredUp (TDUP) CFO’s Form 4 indicate any remaining derivative positions?

The derivative summary in this Form 4 is empty, indicating no additional derivative positions are listed beyond the RSUs that were exercised into shares. The filing instead focuses on the vested RSUs and resulting Class A Common Stock holdings.