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)	(I.R.S. Employer Identification No.)

969 Broadway, Suite 200 Oakland, California	94607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 402-5202

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	TDUP	The Nasdaq Stock Market LLC
		Long-Term Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On June 23, 2024, the board of directors (the “Board”) of ThredUp Inc. (the “Company”) appointed Noam Paransky to the Board as a Class III director, effective as of June 23, 2024. Concurrent with his appointment as a director of the Company, Mr. Paransky was appointed to the Audit Committee of the Board.

As a non-employee director, Mr. Paransky will be compensated for his services in the manner described in the Company’s current Non-Employee Director Compensation Policy, as described under “Corporate-Governance—Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024 (the “Proxy Statement”) and filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-253834), filed with the SEC on March 3, 2021 (the “Registration Statement”). The Company has also entered into its standard form of Indemnification Agreement as described under “Certain Relationships and Related Party Transactions—Liability and Indemnification of Officers and Directors” in the Proxy Statement and, filed as Exhibit 10.1 to the Registration Statement, with Mr. Paransky in connection with his appointment to the Board.

There are no arrangements or understandings between Mr. Paransky, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Paransky was selected as a director. Mr. Paransky has no family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between Mr. Paransky and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On June 25, 2024, the Company issued a press release announcing the appointment of Mr. Paransky to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 25, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 25, 2024	THREDUP INC.
	By:	/s/ Sean Sobers
		Sean Sobers
		Chief Financial Officer
		(Principal Financial and Accounting Officer)