TDUP / ThredUp Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ThredUp Inc.
US ˙ NasdaqGS ˙ US88556E1029

Mga Batayang Estadistika
LEI 549300JKGKTKX3L3XK25
CIK 1484778
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ThredUp Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 4, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp In

August 4, 2025 EX-99.2

ThredUp Inc. Second Quarter 2025 Supplemental Financials All results reported are for continuing operations, unless otherwise noted.

Exhibit 99.2 ThredUp Inc. Second Quarter 2025 Supplemental Financials All results reported are for continuing operations, unless otherwise noted. Key Financial Metrics for the Quarter •Revenue of $77.7 million ◦vs. $66.7 million in 2Q24 ◦Increase of 16.4% YoY •Gross profit of $61.7 million ◦vs. $52.6 million in 2Q24 ◦Increase of 17.5% YoY •Gross margin of 79.5% ◦vs. 78.8% in 2Q24 •Loss from contin

August 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 ThredUp Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number

August 4, 2025 EX-99.1

ThredUp Announces Second Quarter 2025 Results All results reported are for continuing operations, unless otherwise noted.

Exhibit 99.1 ThredUp Announces Second Quarter 2025 Results All results reported are for continuing operations, unless otherwise noted. •Record quarterly revenue of $77.7 million, representing an increase of 16% year-over-year •Quarterly gross margin of 79.5% and an increase in gross profit of 17% year-over-year •Active Buyers of 1.47 million, representing growth of 17% year-over-year, with new buy

May 23, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 5, 2025 EX-99.2

ThredUp Inc. First Quarter 2025 Supplemental Financials All results reported are for continuing operations, unless otherwise noted.

Exhibit 99.2 ThredUp Inc. First Quarter 2025 Supplemental Financials All results reported are for continuing operations, unless otherwise noted. Key Financial Metrics for the Quarter •Revenue of $71.3 million ◦vs. $64.5 million in 1Q24 ◦Increase of 10.5% YoY •Gross profit of $56.4 million ◦vs. $51.7 million in 1Q24 ◦Increase of 9.0% YoY •Gross margin of 79.1% ◦vs. 80.1% in 1Q24 •Loss from continui

May 5, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number) (

May 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp I

May 5, 2025 EX-99.1

ThredUp Announces First Quarter 2025 Results All results reported are for continuing operations, unless otherwise noted.

Exhibit 99.1 ThredUp Announces First Quarter 2025 Results All results reported are for continuing operations, unless otherwise noted. •Record quarterly revenue of $71.3 million, representing an increase of 10% year-over-year •Quarterly gross margin of 79.1% and an increase in gross profit of 9% year-over-year •Active Buyers of 1.37 million, representing growth of 6% year-over-year, with new buyer

April 10, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

April 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 3, 2025 EX-97.1

ThredUp Inc. Compensation Recovery Policy

Exhibit 97.1 THREDUP INC. COMPENSATION RECOVERY POLICY Adopted as of August 4, 2023 ThredUp Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers of

March 3, 2025 EX-19.1

Insider Trading Policy and 10b5-1 Plan Policy

Exhibit 19.1 THREDUP INC. INSIDER TRADING POLICY This memorandum sets forth the policy of ThredUp Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trading and the appearance of imp

March 3, 2025 EX-99.2

ThredUp Inc. Fourth Quarter and Full Year 2024 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Fourth Quarter and Full Year 2024 Supplemental Financials Key Financial Metrics from continuing operations for the Quarter •Revenue of $67.3 million ◦vs. $61.4 million in 4Q23 ◦Growth of 9.5% YoY •Gross profit of $54.1 million ◦vs. $47.6 million in 4Q23 ◦Growth of 13.6% YoY •Gross margin of 80.4% ◦vs. 77.5% in 4Q23 •Loss from continuing operations of $8.1 million ◦vs. los

March 3, 2025 S-8

As filed with the U.S. Securities and Exchange Commission on March 3, 2025

As filed with the U.S. Securities and Exchange Commission on March 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization 26-4009181 (I.R.S. Employer

March 3, 2025 EX-99.1

ThredUp Announces Fourth Quarter and Full Year 2024 Results All results reported are continuing operations, unless otherwise noted

Exhibit 99.1 ThredUp Announces Fourth Quarter and Full Year 2024 Results All results reported are continuing operations, unless otherwise noted •Quarterly revenue of $67.3 million, representing an increase of 9% year-over-year. •Record fourth quarter gross margin of 80.4%. •Record full year revenue of $260.0 million, representing 1% growth year-over-year. Record full year gross margin of 79.7%. •A

March 3, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp Inc. (

March 3, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

March 3, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ThredUp Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0001 par v

March 3, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THREDUP INC. As of December 31, 2024 Subsidiaries State or other jurisdiction of incorporation or organization Knitwit GC LLC Virginia, USA ThredUp Intermediary Holdings LLC Virginia, USA

February 14, 2025 EX-99.1

JOINT FILING STATEMENT

EXHIBIT 99.1 JOINT FILING STATEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the common stock of ThredUp, Inc. is filed on behalf of each of us. Dated: February 14, 2025 Trinity Ventures X, L.P. By: Trinity TVL X, LLC its General Partner By: /s/ Lyle McCulloch Name: Lyle McCulloch Title: VP – Finance Trinity X Entrepre

January 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 ThredUp Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numb

January 14, 2025 EX-99.1

ThredUp Provides Preliminary Fourth Quarter 2024 Results, Exceeding Guidance

ThredUp Provides Preliminary Fourth Quarter 2024 Results, Exceeding Guidance OAKLAND, CA (January 14, 2025) – ThredUp Inc.

December 9, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numb

December 3, 2024 EX-99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Introduction On November 30, 2024 (the “Closing Date”), ThredUp Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”), by and among the Company and Florin Filote, the general manager of the Company’s European business and Bulgarian subsidiary, Remix Global EAD (“Remix”). To effectuate the Transaction,

December 3, 2024 EX-99.1

ThredUp Completes Divestiture of European Business

Exhibit 99.1 ThredUp Completes Divestiture of European Business OAKLAND, CA (December 3, 2024) – ThredUp Inc. (Nasdaq: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, announced today that it entered into a binding agreement to divest its European business, Remix, in a management buyout led by Florin Filote, the General Manager of Remix. The divest

December 3, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Num

December 3, 2024 EX-2.1

Stock Purchase Agreement dated November 30, 2024

Exhibit 2.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 30, 2024 (the “Effective Date”), by and among each of the purchasers set forth on Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”) and ThredUp Inc. (the “Seller”). The Purchasers and the Seller shall each be referred to herein as a “Party,”

November 14, 2024 EX-99.I

to Schedule 13G

EX-99.I 2 d861590dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

November 14, 2024 SC 13G

TDUP / ThredUp Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G 1 d861590dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 ThredUp Inc (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

November 14, 2024 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d861590dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of ThredUp Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this E

November 13, 2024 SC 13G/A

TDUP / ThredUp Inc. / NEEDHAM CAPITAL MANAGMENT LLC Passive Investment

SC 13G/A 1 d1151556513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro

November 13, 2024 SC 13G/A

TDUP / ThredUp Inc. / NEEDHAM INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 d1151556513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro

November 6, 2024 SC 13G/A

TDUP / ThredUp Inc. / Trinity TVL X, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427593d1sc13ga.htm SC 13G/A UNITED STATES 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, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

November 4, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 Thred

November 4, 2024 EX-99.1

ThredUp Announces Third Quarter 2024 Results

Exhibit 99.1 ThredUp Announces Third Quarter 2024 Results •Third quarter Total revenue of $73.0 million, a decrease of 11% year-over-year. ◦U.S. Total revenue of $61.5 million, a decrease of 10% year-over-year. •Third quarter Gross margin of 71.2% and a decrease in Gross profit of 8% year-over-year. ◦U.S. Gross margin of 79.3% and a decrease in U.S. Gross profit of 9% year-over-year. •Active Buyer

November 4, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numb

November 4, 2024 EX-99.2

ThredUp Inc. Third Quarter 2024 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Third Quarter 2024 Supplemental Financials Consolidated (US + EU) Key Financial Metrics for the Quarter •Total revenue of $73.0 million ◦vs. $82.0 million in 3Q23 ◦Decline of 11.0% YoY •Gross profit of $52.0 million ◦vs. $56.6 million in 3Q23 ◦Decline of 8.2% YoY •Gross margin of 71.2% ◦vs. 69.0% in 3Q23 •GAAP net loss of $24.8 million ◦vs. net loss of $18.1 million in 3Q

September 27, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Nu

August 5, 2024 EX-3.1

Restated Certificate of Incorporation of the Registrant

Exhibit 3.1 THREDUP INC. RESTATED CERTIFICATE OF INCORPORATION ThredUp Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. That the name of this corporation is ThredUp Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on January

August 5, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp In

August 5, 2024 EX-99.1

ThredUp Announces Second Quarter 2024 Results

Exhibit 99.1 ThredUp Announces Second Quarter 2024 Results •Second quarter revenue of $79.8 million, representing a decrease of 4% year-over-year. •Second quarter gross margin of 70.4% and an increase in gross profit of 1% year-over-year. •Active Buyers of 1.7 million and Orders of 1.7 million in Q2 2024, representing a decrease of 3% and a decrease of 6%, respectively, year-over-year. •Evaluating

August 5, 2024 EX-99.2

ThredUp Inc. Second Quarter 2024 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Second Quarter 2024 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $79.8 million ◦vs. $82.7 million in 2Q23 ◦Decline of 3.5% YoY •Gross profit of $56.1 million ◦vs. $55.7 million in 2Q23 ◦Growth of 0.7% YoY •Gross margin of 70.4% ◦vs. 67.4% in 2Q23 •GAAP net loss of $14.0 million ◦vs. net loss of $18.8 million in 2Q23 •Adjusted EBITDA loss of $1

June 25, 2024 EX-99.1

Noam Paransky, Chief Omni and Innovation Officer at Tapestry, Joins ThredUp’s Board Retail and technology executive brings 25+ years of experience to ThredUp’s Board of Directors to enhance the secondhand shopping experience

Exhibit 99.1 Noam Paransky, Chief Omni and Innovation Officer at Tapestry, Joins ThredUp’s Board Retail and technology executive brings 25+ years of experience to ThredUp’s Board of Directors to enhance the secondhand shopping experience June 25, 2024 (OAKLAND, Calif.) – ThredUp (NASDAQ: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, today announ

June 25, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):June 23, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 24, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ThredUp Inc.

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THREDUP INC.

May 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 ThredUp Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 ThredUp Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number) (

May 6, 2024 EX-99.2

ThredUp Inc. First Quarter 2024 Supplemental Financials

Exhibit 99.2 ThredUp Inc. First Quarter 2024 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $79.6 million ◦vs. $75.9 million in 1Q23 ◦Growth of 4.8% YoY •Gross profit of $55.3 million ◦vs. $51.1 million in 1Q23 ◦Growth of 8.3% YoY •Gross margin of 69.5% ◦vs. 67.3% in 1Q23 •GAAP net loss of $16.6 million ◦vs. net loss of $19.8 million in 1Q23 •Adjusted EBITDA loss of $0.7

May 6, 2024 EX-99.1

ThredUp Announces First Quarter 2024 Results

Exhibit 99.1 ThredUp Announces First Quarter 2024 Results •First quarter revenue of $79.6 million, representing an increase of 5% year-over-year. •First quarter gross margin of 69.5% and an increase in gross profit of 8% year-over-year. •Active Buyers of 1.7 million and Orders of 1.7 million in Q1 2024, representing an increase of 4% and an increase of 9%, respectively, year-over-year. •Issued an

May 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp I

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 25, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 25, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number

March 14, 2024 SC 13G

TDUP / ThredUp Inc. / NEEDHAM INVESTMENT MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

March 7, 2024 EX-99.1

ThredUp Inc.

Exhibit 99.1 ThredUp Inc. Q4 2023 Earnings Call ThredUp Inc. Q4 2023 Earnings Call CORPORATE SPEAKERS: Lauren Frasch ThredUp Inc.; Head of Investor Relations James Reinhart ThredUp Inc.; Chief Executive Officer and Co-Founder Sean Sobers ThredUp Inc.; Chief Financial Officer PARTICIPANTS: Irwin Boruchow Wells Fargo; Analyst Anna Andreeva Needham & Company; Analyst Tom Nikic Wedbush; Analyst Edward

March 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

March 7, 2024 EX-99.2

© THREDUP The following contains confidential information. Do not distribute without permission. INVESTOR PRESENTATION Fourth Quarter 2023 2© THREDUP This presentation and the accompanying oral commentary contains forward-looking statements within th

© THREDUP The following contains confidential information. Do not distribute without permission. INVESTOR PRESENTATION Fourth Quarter 2023 2© THREDUP This presentation and the accompanying oral commentary contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally

March 5, 2024 EX-10.18

First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of December 14, 2023, by and among ThredUp Inc., ThredUp Intermediary Holdings LLC and Knitwit GC LLC, and Western Alliance Bank.

Exhibit 10.18 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 14, 2023 (this “Agreement”), is made by and among THREDUP INC., a Delaware corporation (“Parent”), THREDUP INTERMEDIARY HOLDINGS LLC, a Virginia limited liability company (“Holdings”), and KNITWIT GC LLC, a Vi

March 5, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ThredUp Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0001 par v

March 5, 2024 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THREDUP INC. As of December 31, 2023 Subsidiaries State or other jurisdiction of incorporation or organization Knitwit GC LLC Virginia, USA Remix Global EAD Bulgaria ThredUp Intermediary Holdings LLC Virginia, USA

March 5, 2024 S-8

As filed with the U.S. Securities and Exchange Commission on March 5, 2024

As filed with the U.S. Securities and Exchange Commission on March 5, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization 26-4009181 (I.R.S. Employer

March 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp Inc. (

March 5, 2024 EX-97.1

ThredUp Inc. Compensation Recovery Policy

Exhibit 97.1 THREDUP INC. COMPENSATION RECOVERY POLICY Adopted as of August 4, 2023 ThredUp Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers of

March 4, 2024 EX-99.2

ThredUp Inc. Fourth Quarter and Full Year 2023 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Fourth Quarter and Full Year 2023 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $81.4 million ◦vs. $71.3 million in 4Q22 ◦Growth of 14.1% YoY •Gross profit of $50.4 million ◦vs. $45.0 million in 4Q22 ◦Growth of 12.0% YoY •Gross margin of 61.9% ◦vs. 63.1% in 4Q22 •GAAP net loss of $14.6 million ◦vs. net loss of $19.5 million in 4Q22 •Adjusted EB

March 4, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

March 4, 2024 EX-99.1

ThredUp Announces Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 ThredUp Announces Fourth Quarter and Full Year 2023 Results •Quarterly revenue of $81.4 million, representing an increase of 14% year-over-year. •Fourth quarter gross margin of 61.9% and an increase in gross profit of 12% year-over-year, which included a $1.9 million inventory write-off in Europe, an impact of 230 basis points to gross margin. •Record full year revenue of $322.0 milli

February 14, 2024 SC 13G/A

TDUP / ThredUp Inc. / Trinity TVL X, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm246059d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ThredUp, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

February 13, 2024 SC 13G/A

TDUP / ThredUp Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: thredUP, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 88556E102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 9, 2024 SC 13G/A

TDUP / ThredUp Inc. / Highland Management Partners VIII Limited Partnership - SC 13G/A Passive Investment

SC 13G/A 1 d765528dsc13ga.htm SC 13G/A UNITED STATES 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) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

February 9, 2024 SC 13G/A

TDUP / ThredUp Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* ThredUp Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

February 9, 2024 SC 13G/A

TDUP / ThredUp Inc. / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment

SC 13G/A 1 tfl13ga4thredup.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* ThredUp Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 6, 2024 SC 13G/A

TDUP / ThredUp Inc. / Reinhart James G. - SC 13G/A Passive Investment

SC 13G/A 1 thredup-schedule13greinhar.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 2)* ThredUp Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 88556E 102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

December 19, 2023 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Num

November 6, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numb

November 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 Thred

November 6, 2023 EX-99.1

ThredUp Inc. Condensed Consolidated Balance Sheets September 30, 2023 December 31, 2022 (in thousands) ASSETS Current assets: Cash and cash equivalents $ 68,552 $ 38,029 Marketable securities 5,575 66,902 Accounts receivable, net 5,993 4,669 Inventor

Exhibit 99.1 •Quarterly revenue of $82.0 million, representing an increase of 21% year-over-year. •U.S. business reached quarterly adjusted EBITDA breakeven for first time in company’s history. •Third quarter gross margin of 69.0% and an increase in gross profit of 27% year-over-year. •Record Active Buyers of 1.8 million and Orders of 1.8 million in Q3 2023, representing an increase of 4% and an i

November 6, 2023 EX-99.2

ThredUp Inc. Third Quarter 2023 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Third Quarter 2023 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $82.0 million ◦vs. $67.9 million in 3Q22 ◦Growth of 20.8% YoY •Gross profit of $56.6 million ◦vs. $44.5 million in 3Q22 ◦Growth of 27.3% YoY •Gross margin of 69.0% ◦vs. 65.5% in 3Q22 •GAAP net loss of $18.1 million ◦vs. net loss of $23.7 million in 3Q22 •Adjusted EBITDA loss of $3

August 8, 2023 EX-99.2

ThredUp Inc. Second Quarter 2023 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Second Quarter 2023 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $82.7 million ◦vs. $76.4 million in 2Q22 ◦Growth of 8.2% YoY •Gross profit of $55.7 million ◦vs. $52.6 million in 2Q22 ◦Growth of 5.9% YoY •Gross margin of 67.4% ◦vs. 68.9% in 2Q22 •GAAP net loss of $18.8 million ◦vs. net loss of $28.4 million in 2Q22 •Adjusted EBITDA loss of $5.

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp In

August 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 ThredUp Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number

August 8, 2023 EX-99.1

ThredUp Inc. Condensed Consolidated Balance Sheets June 30, 2023 December 31, 2022 (in thousands) ASSETS Current assets: Cash and cash equivalents $ 51,073 $ 38,029 Marketable securities 25,856 66,902 Accounts receivable, net 3,782 4,669 Inventory 20

Exhibit 99.1 •Quarterly revenue of $82.7 million, representing an increase of 8% year-over-year. •Second quarter gross margin of 67.4% and an increase in gross profit of 6% year-over-year. •Active Buyers of 1.7 million and Orders of 1.8 million in Q2 2023, representing a decrease of 0.8% and an increase of 5%, respectively, year-over-year. •Continued to grow its Resale-as-a-Service (RaaS) offering

July 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 ThredUp Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 ThredUp Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp I

May 9, 2023 EX-99.1

ThredUp Inc. Condensed Consolidated Balance Sheets March 31, 2023 December 31, 2022 (in thousands) ASSETS Current assets: Cash and cash equivalents $ 50,739 $ 38,029 Marketable securities 42,733 66,902 Accounts receivable, net 4,232 4,669 Inventory 2

Exhibit 99.1 •Quarterly revenue of $75.9 million, representing an increase of 4% year-over-year. •First quarter gross margin of 67.3% and an increase in gross profit of 2% year-over-year. •Active Buyers of 1.7 million and Orders of 1.5 million in Q1 2023, representing a decrease of 3% and 8%, respectively, year-over-year. •Published the 11th Annual Resale Report in April, revealing that the global

May 9, 2023 EX-99.2

ThredUp Inc. First Quarter 2023 Supplemental Financials

Exhibit 99.2 ThredUp Inc. First Quarter 2023 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $75.9 million ◦vs. $72.7 million in 1Q22 ◦Growth of 4.4% YoY •Gross profit of $51.1 million ◦vs. $50.2 million in 1Q22 ◦Growth of 1.7% YoY •Gross margin of 67.3% ◦vs. 69.1% in 1Q22 •GAAP net loss of $19.8 million ◦vs. net loss of $20.7 million in 1Q22 •Adjusted EBITDA loss of $6.6

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ThredUp Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number) (

April 7, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 ThredUp Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number

March 7, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 ThredUp Inc. (

March 7, 2023 S-8

As filed with the U.S. Securities and Exchange Commission on March 7, 2023

As filed with the U.S. Securities and Exchange Commission on March 7, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization 26-4009181 (I.R.S. Employer

March 7, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ThredUp Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0001 par v

March 7, 2023 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THREDUP INC. As of December 31, 2022 Subsidiaries State or other jurisdiction of incorporation or organization Knitwit GC LLC Virginia, USA Remix Global EAD Bulgaria ThredUp Intermediary Holdings LLC Virginia, USA

March 6, 2023 EX-99.2

ThredUp Inc. Fourth Quarter and Full Year 2022 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Fourth Quarter and Full Year 2022 Supplemental Financials Key Financial Metrics for the Quarter •Revenue of $71.3 million ◦vs. $72.9 million in 4Q21 ◦Decline of 2.1% YoY •Gross profit of $45.0 million ◦vs. $48.2 million in 4Q21 ◦Decline of 6.7% YoY •Gross margin of 63.1% ◦vs. 66.1% in 4Q21 •GAAP net loss attributable to common stockholders of $19.5 million ◦vs. net loss a

March 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 ThredUp Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

March 6, 2023 EX-99.1

thredUP Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 thredUP Announces Fourth Quarter and Full Year 2022 Results •Quarterly revenue of $71.3 million, representing a 2% decline year-over-year. Fourth quarter gross margin of 63.1% and gross profit decline of 7% year-over-year. •Full year revenue of $288.4 million, representing 15% growth year-over-year. Full year gross margin of 66.7% and gross profit growth of 8% year-over-year. •Active

February 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 ThredUp Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Num

February 21, 2023 EX-3.1

Amended and Restated Bylaws of the Registrant, as adopted on February 16, 2023

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF THREDUP INC. (As amended and restated on February 16, 2023) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 2 2.5 Notice of Stockholders’ Meetings 12 2.6 Quorum 12 2.7 Adjou

February 14, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / Upfront Growth I, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) Decemb

February 14, 2023 SC 13G

TDUP / ThredUp Inc. Class A / Trinity TVL X, LLC - SC 13G Passive Investment

SC 13G 1 tm236550d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ThredUp, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th

February 13, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 tm236459d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CUSIP No. 88556E102 Joint Filing Agreement Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment Number 1 to the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 pe

February 13, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / Fifth Street Station LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236459d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro

February 13, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES 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) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

February 10, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / Artisan Partners Limited Partnership - SC 13G/A Passive Investment

SC 13G/A SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.

February 9, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02041-thredupincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: ThredUp Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 88556E102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to design

February 8, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment

SC 13G/A 1 tfl13ga3thredupinc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* ThredUp Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

February 6, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / Highland Management Partners VIII Limited Partnership - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

January 31, 2023 SC 13G/A

TDUP / ThredUp Inc. Class A / Reinhart James G. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 88556E 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Num

November 14, 2022 EX-99.1

thredUP Announces Third Quarter 2022 Results

Exhibit 99.1 thredUP Announces Third Quarter 2022 Results ?Quarterly revenue of $67.9 million, representing 7% growth year-over-year. ?Third quarter gross margin of 65.5% and gross profit decline of 3% year-over-year. ?Active Buyers of 1.7 million and Orders of 1.6 million in Q3 2022, representing year-over-year growth of 18% and 24%, respectively. ?Released our inaugural Impact Report for 2021, r

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40249 Thred

November 14, 2022 EX-99.2

ThredUp Inc. Third Quarter 2022 Supplemental Financials

Exhibit 99.2 ThredUp Inc. Third Quarter 2022 Supplemental Financials Key Financial Metrics for the Quarter ?Revenue of $67.9 million ?vs. $63.3 million in 3Q21 ?Growth of 7.4% YoY ?Gross profit of $44.5 million ?vs. $46.1 million in 3Q21 ?Decline of 3.5% YoY ?Gross margin of 65.5% ?vs. 72.8% in 3Q21 ?GAAP net loss of $23.7 million ?vs. net loss of $14.7 million in 3Q21 ?Adjusted EBITDA loss of $11

September 6, 2022 EX-16.1

ccountant — KPMG LLP dated September

KPMG LLP Suite 1400 55 Second Street San Francisco, CA 94105 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

September 6, 2022 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Num

August 15, 2022 EX-99.1

thredUP Announces Second Quarter 2022 Results

thredUP Announces Second Quarter 2022 Results ?Quarterly revenue of $76.4 million, representing 27% growth year-over-year. ?Second quarter gross margin of 68.9% and gross profit growth of 19% year-over-year. Record gross margins in our US business of 74.2%. ?Active Buyers of 1.7 million and Orders of 1.7 million in Q2 2022, representing growth of 29% and 40% year-over-year, respectively. ?Publishe

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40249 ThredUp In

August 15, 2022 EX-99.2

ThredUp Inc. Second Quarter 2022 Supplemental Financials

ThredUp Inc. Second Quarter 2022 Supplemental Financials Key Financial Metrics for the Quarter ?Revenue of $76.4 million ?vs. $60.0 million in Q2?FY 2021 ?Growth of 27.5% Y/Y ?Record gross profit of $52.6 million ?vs. $44.1 million in Q2?FY 2021 ?Growth of 19.3% Y/Y ?Gross margin of 68.9% ?vs. 73.6% in Q2?FY 2021 ?GAAP net loss of $28.4 million ?vs. net loss $14.4 million in Q2?FY 2021 ?Adjusted E

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numbe

July 20, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

July 20, 2022 EX-10.1

Second Amended and Restated Loan and Security Agreement dated as of July 14, 2022, by and among ThredUp Inc., ThredUp Intermediary Holdings LLC, Knitwit GC LLC, the lenders from time to time party thereto, and Western Alliance Bank, as agent

EX-10.1 2 ex101july2022creditagreeme.htm EX-10.1 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. Exhibit 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of July 14, 2022, by and amo

May 31, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40249 ThredUp In

May 9, 2022 EX-99.2

ThredUp Inc. First Quarter 2022 Supplemental Financials

ThredUp Inc. First Quarter 2022 Supplemental Financials Key Financial Metrics for the Quarter ?Revenue of $72.7 million ?vs. $55.7 million in Q1?FY 2021 ?Growth of 30.6% Y/Y ?Record gross profit of $50.2 million ?vs. $39.7 million in Q1?FY 2021 ?Growth of 26.5% Y/Y ?Gross margin of 69.1% ?vs. 71.3% in Q1?FY 2021 ?GAAP net loss of $20.7 million ?vs. net loss $16.2 million in Q1?FY 2021 ?Adjusted EB

May 9, 2022 EX-99.1

ThredUP Announces First Quarter 2022 Results

ThredUP Announces First Quarter 2022 Results ?Quarterly revenue of $72.7 million, representing 31% growth year-over-year. ?First quarter gross margin of 69.1% and gross profit growth of 26% year-over-year. ?Record number of Active Buyers of 1.7 million in Q1 2022 and Orders of 1.6 million in Q1 2022, representing growth of 33% and 45% year-over-year, respectively. ?Launched the ?Recommerce 100? in

May 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number) (

April 7, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 thredup-proxystatement.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

April 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 thredup-defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

March 22, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40249 ThredUp Inc. (E

March 22, 2022 EX-21.1

Subsidiaries of ThredUp Inc.

Exhibit 21.1 List of Subsidiaries of ThredUp Inc. ThredUp Intermediary Holdings LLC (Virginia) Knitwit GC LLC (Virginia) ThredUp CF LLC (Delaware) thredUP Circular Fashion Fund Inc. (Delaware) Remix Global EAD (Bulgaria)

March 22, 2022 EX-10.11

Offer Letter between the Registrant and Chris Homer, dated July 1, 2010.

Exhibit 10.11 July 1, 2010 Mr. Christopher Homer 672 Tremont Street Boston, MA 02118 Dear Chris, Thank you for taking the time to work with us as we detailed the specifics of the role of Chief Sales Engineer & CTO at thredUP. We are pleased to extend you an offer for this position of starting immediately in our Cambridge Office. Your compensation will be $60,000 per year and will be paid monthly o

March 22, 2022 S-8

As filed with the U.S. Securities and Exchange Commission on March 22, 2022

As filed with the U.S. Securities and Exchange Commission on March 22, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization 26-4009181 (I.R.S. Employe

March 22, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ThredUp Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.0001 par v

March 22, 2022 EX-4.2

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK General The following description summarizes the most important terms of the common stock of ThredUp Inc. (the ?Company,? ?we,? ?our,? or ?us?) and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified by reference to our

March 22, 2022 EX-10.16

3, 2021, by and among ThredUp Inc., ThredUp CF LLC, ThredUp Intermediary Holdings LLC, Knitwit GC LLC, and Western Alliance Bank.

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into as of December 3, 2021, by and among WESTERN ALLIANCE BANK, an Arizona corporation (?Bank?) and ThredUp Inc.

March 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

March 7, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

March 7, 2022 EX-99.2

ThredUp Inc. Fourth Quarter and Full Year 2021 Supplemental Financials

ThredUp Inc. Fourth Quarter and Full Year 2021 Supplemental Financials Key Financial Metrics for the Fourth Quarter ?Revenue of $72.9 million ?vs. $43.4 million in Q4?FY 2020 ?Growth of 67.8% Y/Y ?Gross profit of $48.2 million ?vs. $29.7 million in Q4?FY 2020 ?Growth of 62.1% Y/Y ?Gross margin of 66.1% ?vs. 68.5% in Q4?FY 2020 ?GAAP net loss of $17.9 million ?vs. $17.0 million loss in Q4?FY 2020 ?

March 7, 2022 EX-99.1

thredUP Announces Fourth Quarter and Full Year 2021 Results

thredUP Announces Fourth Quarter and Full Year 2021 Results ?All-time quarterly revenue high of $72.

February 14, 2022 SC 13G

TDUP / ThredUp Inc. Class A / Upfront Growth I, L.P. - SC 13G Passive Investment

SC 13G 1 tm226589d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* ThredUp Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securiti

February 14, 2022 SC 13G/A

TDUP / ThredUp Inc. Class A / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2022 EX-99.1

Joint Filing Agreement

Exhibit 99.1 CUSIP No. 88556E102 Joint Filing Agreement Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of ThredUp Inc., to which this Agreement is attached as an Ex

February 14, 2022 SC 13G

TDUP / ThredUp Inc. Class A / Fifth Street Station LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2022 SC 13G

TDUP / ThredUp Inc. Class A / Redpoint Ventures Iv, L.p. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2022 SC 13G/A

TDUP / ThredUp Inc. Class A / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES 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) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 10, 2022 SC 13G

TDUP / ThredUp Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: ThredUp Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 88556E102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Ru

February 10, 2022 SC 13G/A

TDUP / ThredUp Inc. Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - THREDUP INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ThredUp Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

February 10, 2022 SC 13G

TDUP / ThredUp Inc. Class A / Highland Management Partners VIII Limited Partnership - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ThredUp, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 88556E102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

February 10, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

February 8, 2022 SC 13G

TDUP / ThredUp Inc. Class A / Reinhart James G. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. )* ThredUp Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 88556E 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

January 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numb

January 13, 2022 EX-99.1

Coretha Rushing, Former Chief People Officer for Equifax and The Coca-Cola Company, Joins thredUP’s Board Human resources veteran brings 35+ years of experience to thredUP’s Board of Directors to advance the company’s evolving workforce

Coretha Rushing, Former Chief People Officer for Equifax and The Coca-Cola Company, Joins thredUP?s Board Human resources veteran brings 35+ years of experience to thredUP?s Board of Directors to advance the company?s evolving workforce January 13, 2022 (OAKLAND, Calif.

December 10, 2021 SC 13G/A

TDUP / ThredUp Inc. Class A / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ThredUp Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

December 9, 2021 SC 13G/A

TDUP / ThredUp Inc. Class A / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment

SC 13G/A 1 tfl13gthredupinc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ThredUp Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

December 2, 2021 SC 13G/A

TDUP / ThredUp Inc. Class A / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

UNITED STATES 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) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40249 ThredU

November 8, 2021 EX-99.2

ThredUp Inc. Third Quarter 2021 Supplemental Financials

ThredUp Inc. Third Quarter 2021 Supplemental Financials Key Financial Metrics for the Quarter ?Revenue of $63.3 million ?vs. $46.9 million in Q3?FY 2020 ?Growth of 34.8% Y/Y ?Gross profit of $46.1 million ?vs. $32.8 million in Q3?FY 2020 ?Growth of 40.6% Y/Y ?Gross margin of 72.8% ?vs. 69.8% in Q3?FY 2020 ?300 basis points of expansion Y/Y ?GAAP net loss of $14.7 million ?vs. $11.0 million loss in

November 8, 2021 EX-99.1

thredUP Announces Third Quarter 2021 Results

thredUP Announces Third Quarter 2021 Results ?All-time quarterly revenue high of $63.

November 8, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numb

October 8, 2021 SC 13G

TDUP / ThredUp Inc. Class A / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ThredUp Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) September 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

September 17, 2021 SC 13D/A

TDUP / ThredUp Inc. Class A / Park West Asset Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

September 10, 2021 SC 13G

TDUP / ThredUp Inc. Class A / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 20, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numbe

August 20, 2021 EX-99.1

thredUP Announces Final IPO Lock-up Release

thredUP Announces Final IPO Lock-up Release Oakland, CA, August 20, 2021 ? In connection with the initial public offering (the ?IPO?) of Class A common stock of ThredUp Inc.

August 11, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40249 ThredUp Inc

August 10, 2021 EX-99.1

thredUP Announces Second Quarter 2021 Results

thredUP Announces Second Quarter 2021 Results ?Another record-setting quarter with 27% year-over-year revenue growth ?Gross margins expanded to a record 74% and gross profit grew 34% year-over-year to a record $44 million ?All-time high Active Buyers of 1.

August 10, 2021 EX-99.2

ThredUp Inc. Second Quarter 2021 Supplemental Financials

ThredUp Inc. Second Quarter 2021 Supplemental Financials Key Financial Metrics for the Quarter ?Record revenue of $60 million ?vs. $47.3 million in Q2?FY 2020 ?Growth of 26.7% Y/Y ?Record gross profit of $44.1 million ?vs. $33 million in Q2?FY 2020 ?Growth of 33.7% Y/Y ?Record gross margin of 73.6% ?vs. 69.7% in Q2?FY 2020 ?Four points of expansion Y/Y ?GAAP net loss of $14.4 million ?vs. $6.7 mil

August 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Numbe

August 9, 2021 SC 13G/A

TDUP / ThredUp Inc. Class A / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* THREDUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) July 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

August 2, 2021 EX-99.1

thredUP Announces Pricing of Public Offering

Exhibit 99.1 thredUP Announces Pricing of Public Offering Oakland, CA, July 28, 2021 ? ThredUp Inc. (Nasdaq: TDUP) (?thredUP?), one of the largest online resale platforms for women?s and kids? apparel, shoes and accessories, announced today the pricing of the public offering of 6,424,369 shares of its Class A common stock, consisting of 2,000,000 shares to be issued and sold by thredUP and 4,424,3

August 2, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

July 29, 2021 424B4

6,424,369 Shares Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-258168 6,424,369 Shares Class A Common Stock ThredUp Inc. is offering 2,000,000 shares of Class A common stock in this offering. The selling stockholders identified in this prospectus, including certain of our affiliates and directors, are selling 4,424,369 shares of our Class A common stock in this offering. We will

July 26, 2021 EX-99.1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Exhibit 99.1 As used in this Exhibit 99.1: An ?Active Buyer? is a thredUP buyer who has made at least one purchase in the last 12 months. A thredUP buyer is a customer who has created an account in our marketplace. A thredUP buyer is identified by a unique email address and a single person could have multiple thredUP accounts and count as multiple Active Buyers. An ?Active Seller? is a thredUP sel

July 26, 2021 EX-99.2

thredUP Announces Launch of Public Offering

Exhibit 99.2 thredUP Announces Launch of Public Offering Oakland, CA, July 26, 2021 ? ThredUp Inc. (Nasdaq: TDUP) (?thredUP?), one of the largest online resale platforms for women?s and kids? apparel, shoes and accessories, announced today the launch of the public offering of 6,424,369 shares of its Class A common stock, consisting of 2,000,000 shares to be issued and sold by thredUP and 4,424,369

July 26, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 ThredUp Inc. Class A Common Stock Underwriting Agreement [●], 2021 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Barclays Capital Inc. As representatives (the "Representatives") of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Barclays C

July 26, 2021 CORRESP

July 26, 2021

July 26, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Katherine Bagley, Staff Attorney Donald E. Field Re: ThredUp Inc. Registration Statement on Form S-1 File No. 333-258168 Acceleration Request Requested Date: July 28, 2021 Requested Time: 4:00 PM, Eastern Time Ladies and Gentlemen: In accordance with

July 26, 2021 S-1

As filed with the Securities and Exchange Commission on July 26, 2021.

As filed with the Securities and Exchange Commission on July 26, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 5961 26-4009181 (State or Other Jurisdiction of Incorporation or Organization) (Primary Stand

July 26, 2021 CORRESP

ThredUp Inc. 969 Broadway Suite 200 Oakland, California 94607

ThredUp Inc. 969 Broadway Suite 200 Oakland, California 94607 VIA EDGAR July 26, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Katherine Bagley, Staff Attorney Donald E. Field Re: ThredUp Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-258168 Dear Ladies and Gentlemen: Pursuant to Rule 461

July 26, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

July 12, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on July 12, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidentia

As confidentially submitted to the Securities and Exchange Commission on July 12, 2021.

May 18, 2021 EX-10.1

First Amendment to Amended and Restated Loan and Security Agreement, dated as of May 14, 2021, by and among ThredUp Inc., ThredUp CF LLC, ThredUp Intermediary Holdings LLC, Knitwit GC LLC, and Western Alliance Bank.

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into as of May 14, 2021, by and among WESTERN ALLIANCE BANK, an Arizona corporation (?Bank?) and ThredUp Inc.

May 18, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40249 ThredUp In

May 12, 2021 EX-99.1

thredUP Announces First Quarter 2021 Results

Exhibit 99.1 thredUP Announces First Quarter 2021 Results ?Completed IPO and began trading on the Nasdaq Global Select Market under the symbol "TDUP" in late March ?Record quarterly revenue of $56 million ?Record gross profit of $40 million and gross margin of 71% ?Record number of 1.29 million Active Buyers and 1.13 million Orders ?Raised $175.5 million dollars in the company?s IPO Oakland, CA ?

May 12, 2021 S-8

As filed with the U.S. Securities and Exchange Commission on May 12, 2021

As filed with the U.S. Securities and Exchange Commission on May 12, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 26-4009181 (I.R.S. Employer

May 12, 2021 EX-99.2

ThredUp Inc. First Quarter 2021 Supplemental Financials

EX-99.2 3 exhibit992supplementaryinf.htm EX-99.2 Exhibit 99.2 ThredUp Inc. First Quarter 2021 Supplemental Financials Key Financial Metrics for the Quarter •Record revenue of $55.7 million ◦vs. $48.3 million in Q1’FY 2020 ◦Growth of 15.2% Y/Y •Record gross profit of $39.7 million ◦vs. $32.6 million in Q1’FY 2020 ◦Growth of 21.7% Y/Y •Gross margin of 71% ◦vs. 68% in Q1’FY 2020 ◦Growth of 380 basis

May 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 001-40249 26-4009181 (State or other jurisdiction of incorporation) (Commission File Number)

April 12, 2021 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* THREDUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 88556E102 (CUSIP Number) March 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

April 9, 2021 SC 13G

ThredUp Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ThredUp Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 88556E102 (CUSIP Number) March 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to wh

April 6, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

April 6, 2021 EX-1

AGREEMENT

EX-1 2 thredupexhibitamar252021.htm JOINT FILING AGREEMENT Exhibit A AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, of ThredUp Inc., a Del

March 26, 2021 424B4

12,000,000 Shares Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-253834 12,000,000 Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of ThredUp Inc. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price is $14.00 per share. We have been approved to list our Class A comm

March 26, 2021 S-8

- S-8

As filed with the U.S. Securities and Exchange Commission on March 26, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization 26-4009181 (I.R.S. Employe

March 23, 2021 CORRESP

ThredUp Inc. 969 Broadway Suite 200 Oakland, California 94607

ThredUp Inc. 969 Broadway Suite 200 Oakland, California 94607 VIA EDGAR March 23, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Katherine Bagley, Staff Attorney Blaise Rhodes Theresa Brillant Lilyanna Peyser Re: ThredUp Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-253834 Dear Ladies and

March 23, 2021 CORRESP

March 23, 2021

March 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Katherine Bagley, Staff Attorney Blaise Rhodes Theresa Brillant Lilyanna Peyser Re: ThredUp Inc. Registration Statement on Form S-1 File No. 333-253834 Acceleration Request Requested Date: March 25, 2021 Requested Time: 4:00 PM, Eastern Time Ladies a

March 18, 2021 8-A12B

Form 8-A

8-A12B 1 thredup-form8xa.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ThredUp Inc. (Exact name of registrant as specified in its charter) Delaware 26-4009181 (State of incorporation or organization) (I.R.S. Employer Identification

March 17, 2021 CORRESP

March 17, 2021

Bradley C. Weber +1 650 752 3226 [email protected] Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 March 17, 2021 Katherine Bagley Staff Attorney Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: ThredUp Inc. Registration Statement on Form S-1 (File No. 333-253834) Filed March 3, 2021 CIK N

March 17, 2021 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on March 17, 2021. Registration No. 333-253834 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 5961 26-4009181 (State or Other Jurisdiction of Incorporation or Or

March 17, 2021 EX-10.14

Amended and Restated Loan and Security Agreement, dated February 3, 2021, by and between the Registrant and Western Alliance Bank.

CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

March 17, 2021 EX-10.3

2021 Stock Option and Incentive Plan and forms of agreements thereunder.

Exhibit 10.3 THREDUP INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the ThredUp Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of ThredUp Inc. (the “Company”) and its Affiliat

March 17, 2021 EX-10.4

2021 Employee Stock Purchase Plan.

Exhibit 10.4 THREDUP INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the ThredUp Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of ThredUp Inc. (the ?Company?) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company?s Class A common stock, par value $0.0001 per share (the ?Common Stock?). 3,000,000 shar

March 11, 2021 CORRESP

CONFIDENTIAL TREATMENT REQUESTED BY THREDUP INC.

Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 CONFIDENTIAL TREATMENT REQUESTED BY THREDUP INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN

March 3, 2021 EX-10.7

Non-Employee Director Compensation Policy.

EX-10.7 17 exhibit107-sx1.htm EX-10.7 Exhibit 10.7 THREDUP INC. Non-Employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of ThredUp Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or

March 3, 2021 EX-4.4

Warrant to Purchase Stock issued to Western Alliance Bank by the Registrant, dated February 7, 2019.

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT T

March 3, 2021 EX-3.2

Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.2 THREDUP INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ThredUp Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A.That the name of this corporation is ThredUp Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”)

March 3, 2021 EX-10.5

Senior Executive Cash Incentive Bonus Plan.

EX-10.5 15 exhibit105-sx1.htm EX-10.5 Exhibit 10.5 THREDUP INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1.Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of ThredUp Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goa

March 3, 2021 EX-21.1

Subsidiaries of the Registrant.

EX-21.1 25 exhibit211-sx1.htm EX-21.1 Exhibit 21.1 List of Subsidiaries of ThredUp Inc. ThredUp Intermediary Holdings LLC (Virginia) Knitwit GC LLC (Virginia) ThredUp CF LLC (Delaware) thredUP Circular Fashion Fund Inc. (Delaware)

March 3, 2021 EX-4.6

Warrant to Purchase Stock issued to Western Alliance Bank by the Registrant, dated May 29, 2020.

EX-4.6 12 exhibit46-sx1.htm EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGI

March 3, 2021 EX-3.3

Second Amended and Restated Bylaws of the Registrant, as currently in effect.

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF THREDUP INC. Adopted on June 23, 2017 1.CERTIFICATE OF INCORPORATION AND BYLAWS 1.1Certificate of Incorporation and Bylaws. These Bylaws are subject to the certificate of incorporation of the corporation. In these Bylaws, references to the certificate of incorporation and Bylaws mean the provisions of the certificate of incorporation and the Bylaws

March 3, 2021 EX-10.8

Terms and Conditions of the Registrant’s Fiscal Year 2021 Incentive Compensation Targets.

EX-10.8 18 exhibit108-sx1.htm EX-10.8 Exhibit 10.8 ThredUp Inc. Terms and Conditions of Fiscal Year 2021 Incentive Compensation Targets Adopted: February 10, 2021 •Conditioned upon the executive’s employment with the company on each bonus payment date. •For 2021, target bonus amounts are expected to be paid in quarterly installments, subject to adjustments and catch-up payments, as the Compensatio

March 3, 2021 EX-10.6

Executive Severance Plan.

EX-10.6 16 exhibit106-sx1.htm EX-10.6 Exhibit 10.6 THREDUP INC. EXECUTIVE SEVERANCE PLAN 1.Purpose. ThredUp Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”) recognizes, however, that the possibility of an involuntary termination of employment, ei

March 3, 2021 EX-10.13

Lease Agreement by and between the Registrant and 11 West Ninth Street Property Owner, LP, dated March 31, 2019.

EX-10.13 23 exhibit1013-sx1.htm EX-10.13 Exhibit 10.13 OFFICE LEASE BY AND BETWEEN 11 WEST NINTH STREET PROPERTY OWNER, LP AS LANDLORD AND THREDUP, INC. AS TENANT For Premises commonly known as Suite 200 at 969 Broadway, Oakland, California Basic Lease Information Delger Block The following is a summary of Lease information that is referred to in the Lease, and the terms of this Basic Lease Inform

March 3, 2021 EX-10.12

Board Member Agreement between the Registrant and Marcie Vu, dated February 11, 2021.

EX-10.12 22 exhibit1012-sx1.htm EX-10.12 Exhibit 10.12 BOARD MEMBER AGREEMENT This Board Member Agreement (the “Agreement”) is entered into as of February 11, 2021 (the “Effective Date” between ThredUp Inc., a Delaware corporation (the “Company” and Marcie Vu (“Board Member”). The parties agree as follows: 1.Services. Board Member agrees to perform the following services, among others, to further

March 3, 2021 EX-10.1

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.1 THREDUP INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between ThredUp Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to [provide o

March 3, 2021 EX-3.1

Eighth Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.

EX-3.1 3 exhibit31-sx1.htm EX-3.1 Exhibit 3.1 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THREDUP INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ThredUp Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby

March 3, 2021 S-1

this Registration Statement on Form S-1)

As filed with the Securities and Exchange Commission on March 3, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ThredUp Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 5961 26-4009181 (State or Other Jurisdiction of Incorporation or Organization) (Primary Stand

March 3, 2021 EX-4.5

First Amendment to Warrant to Purchase Stock, by and between the Registrant and Western Alliance Bancorporation, dated May 29, 2020.

Exhibit 4.5 FIRST AMENDMENT TO WARRANT TO PURCHASE STOCK This First Amendment to Warrant to Purchase Stock (this "Amendment") is entered into as of May 29, 2020, by and between WESTERN ALLIANCE BANCORPORATION ("Holdco"), and THREDUP, INC. ("Company"). RECITALS Company has issued for the benefit of WESTERN ALLIANCE BANK (?Bank?), that certain Warrant to Purchase Stock dated as of February 7, 2019 (

March 3, 2021 EX-4.2

Tenth Amended and Restated Investors’ Rights Agreement, dated February 16, 2021, by and among the Registrant and certain of its stockholders.

Exhibit 4.2 THREDUP INC. TENTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT Table of Contents Page 1. Definitions 1 2. REGISTRATION RIGHTS 6 2.1 Demand Registration 6 2.2 Company Registration 7 2.3 Underwriting Requirements 8 2.4 Obligations of the Company 9 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 11 2.8 Indemnification 11 2.9 Reports Under Exchange

March 3, 2021 CORRESP

March 3, 2021

Bradley C. Weber +1 650 752 3226 [email protected] Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 March 3, 2021 Katherine Bagley Staff Attorney Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: ThredUp Inc. Amendment No. 2 to Confidential Draft Registration Statement on Form S-1 Submitted

March 3, 2021 EX-10.2

Second Amended and Restated 2010 Stock Incentive Plan, as amended, and forms of agreements thereunder.

EX-10.2 14 exhibit102-sx1.htm EX-10.2 Exhibit 10.2 THREDUP, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (as amended on February 1, 2021) SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the ThredUp, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors,

March 3, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 exhibit11-sx1.htm EX-1.1 Exhibit 1.1 ThredUp Inc. Class A Common Stock Underwriting Agreement [ ], 2021 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Barclays Capital Inc. As representatives (the "Representatives") of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New

March 3, 2021 EX-3.4

Amended and Restated Bylaws of the Registrant.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF THREDUP INC. (effective as of the closing of the corporation’s initial public offering) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 2 2.5 Notice of Stockholders’ Meeting

March 3, 2021 EX-10.10

Offer Letter between the Registrant and Sean Sobers

Exhibit 10.10 VIA EMAIL September 30, 2019 Sean Sobers *** Dear Sean, On behalf of ThredUp Inc. (the ?Company?), we are thrilled to offer you the position of Chief Financial Officer located at our Headquarters in Oakland, CA. This letter sets forth the terms and conditions of your role with the Company. By signing this letter, you will be accepting the following employment terms, including the add

March 3, 2021 EX-4.1

Form of Class A common stock certificate of the Registrant.

EX-4.1 7 exhibit41-sx1.htm EX-4.1 Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF ThredUp Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this C

March 3, 2021 EX-4.3

Warrant to Purchase Stock issued to Silicon Valley Bank by the Registrant, dated January 22, 2015.

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, S

March 3, 2021 EX-10.9

Offer Letter between the Registrant and Anthony Marino, dated August 5, 2013.

Exhibit 10.9 August 5, 2013 Dear Anthony, We are pleased to extend you an offer for the position of Chief Marketing Officer, at thredUP starting on or around August 26, 2013. You will be reporting to James Reinhart, CEO in our San Francisco Corporate Headquarters, located at 580 Market Street, 4th Floor, San Francisco, CA 94109. This position pays $4,326.92 per week, which is equivalent to an annu

March 3, 2021 EX-10.14

Amended and Restated Loan and Security Agreement, dated February 3, 2021, by and between the

EX-10.14 24 exhibit1014-sx1.htm EX-10.14 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Exhibit 10.14 THREDUP INC., A DELAWARE CORPORATION THREDUP CF LLC, A DELAWARE LIMITED LIABILITY COMPANY THREDUP INTERMEDIARY HOLDINGS LLC, A VIRGINIA LIMITED LIABILITY COMPA

March 3, 2021 EX-10.11

Board Member Agreement between the Registrant and Mandy Ginsberg, dated December 3, 2020.

Exhibit 10.11 BOARD MEMBER AGREEMENT This Board Member Agreement (the “Agreement”) is entered into as of December 3, 2020 (the “Effective Date”) between ThredUp Inc., a Delaware corporation (the “Company” and Mandy Ginsberg (“Board Member”). This Agreement supersedes the Board Observer Agreement dated as of November 4, 2020 by and between the parties (the “Observer Agreement”). The parties agree a

February 8, 2021 DRSLTR

February 8, 2021

Bradley C. Weber +1 650 752 3226 [email protected] Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 February 8, 2021 Katherine Bagley Staff Attorney Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: ThredUp Inc. Amendment No. 1 to Confidential Draft Registration Statement on Form S-1 Submitt

February 8, 2021 EX-10.9

Additional Terms of Employment

Exhibit 10.9 VIA EMAIL September 30, 2019 Sean Sobers *** Dear Sean, On behalf of ThredUp Inc. (the ?Company?), we are thrilled to offer you the position of Chief Financial Officer located at our Headquarters in Oakland, CA. This letter sets forth the terms and conditions of your role with the Company. By signing this letter, you will be accepting the following employment terms, including the addi

February 8, 2021 DRS/A

-

DRS/A 1 filename1.htm Confidential draft No. 3 as confidentially submitted to the Securities and Exchange Commission on February 8, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR

February 8, 2021 EX-10.8

580 Market St

Exhibit 10.8 August 5, 2013 Dear Anthony, We are pleased to extend you an offer for the position of Chief Marketing Officer, at thredUP starting on or around August 26, 2013. You will be reporting to James Reinhart, CEO in our San Francisco Corporate Headquarters, located at 580 Market Street, 4th Floor, San Francisco, CA 94109. This position pays $4,326.92 per week, which is equivalent to an annu

February 8, 2021 EX-4.2

THREDUP INC. NINTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT Table of Contents

EX-4.2 2 filename2.htm Exhibit 4.2 THREDUP INC. NINTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT Table of Contents Page 1. Definitions 1 2. REGISTRATION RIGHTS 6 2.1 Demand Registration 6 2.2 Company Registration 7 2.3 Underwriting Requirements 8 2.4 Obligations of the Company 9 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 11 2.8 Indemnification 11 2.9

December 28, 2020 DRS/A

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DRS/A 1 filename1.htm Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on December 23, 2020. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FO

December 23, 2020 DRSLTR

December 23, 2020

DRSLTR 1 filename1.htm Bradley C. Weber +1 650 752 3226 [email protected] Goodwin Procter 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 December 23, 2020 Katherine Bagley Staff Attorney Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: ThredUp Inc. Confidential Draft Registration Statement on Form S-1 Submit

October 19, 2020 EX-4.4

WARRANT TO PURCHASE STOCK

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT T

October 19, 2020 EX-10.10

OFFICE LEASE BY AND BETWEEN 11 WEST NINTH STREET PROPERTY OWNER, LP AS LANDLORD THREDUP, INC. AS TENANT For Premises commonly known as Suite 200 969 Broadway, Oakland, California Basic Lease Information Delger Block

Exhibit 10.10 OFFICE LEASE BY AND BETWEEN 11 WEST NINTH STREET PROPERTY OWNER, LP AS LANDLORD AND THREDUP, INC. AS TENANT For Premises commonly known as Suite 200 at 969 Broadway, Oakland, California Basic Lease Information Delger Block The following is a summary of Lease information that is referred to in the Lease, and the terms of this Basic Lease Information are hereby incorporated into and ma

October 19, 2020 DRS

-

As confidentially submitted to the Securities and Exchange Commission on October 16, 2020.

October 19, 2020 EX-21.1

List of Subsidiaries of ThredUp Inc.

Exhibit 21.1 List of Subsidiaries of ThredUp Inc. ThredUp Intermediary Holdings LLC (Virginia) Knitwit GC LLC (Virginia) ThredUp CF LLC (Delaware) thredUP Circular Fashion Fund Inc. (Delaware)

October 19, 2020 EX-3.3

SECOND AMENDED AND RESTATED BYLAWS OF THREDUP INC. Adopted on June 23, 2017

EX-3.3 3 filename3.htm Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF THREDUP INC. Adopted on June 23, 2017 1.CERTIFICATE OF INCORPORATION AND BYLAWS 1.1Certificate of Incorporation and Bylaws. These Bylaws are subject to the certificate of incorporation of the corporation. In these Bylaws, references to the certificate of incorporation and Bylaws mean the provisions of the certificate of incor

October 19, 2020 EX-4.3

WARRANT TO PURCHASE STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, S

October 19, 2020 EX-4.5

WARRANT TO PURCHASE STOCK

Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT T

October 19, 2020 EX-3.1

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THREDUP INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THREDUP INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ThredUp Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: 1.That the nam

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