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~~2024

☐ 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.

(Exact name of registrant as specified in its charter)


Delaware			26-4009181
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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

(415) 402-5202

(Registrant’s telephone number, including area code)

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, $0.0001 par value per share

TDUP

The Nasdaq Stock Market LLC

Long-Term Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~72,605,495~~80,571,704 shares of Class A common stock and ~~30,484,786~~29,684,496 shares of Class B common stock outstanding as of ~~May 2, 2023.~~April 30, 2024.

TABLE OF CONTENTS


		Page Number
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Operations	6
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	7
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	8
	Unaudited Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
Item 4.	Controls and Procedures	27

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2829
Item 1A.	Risk Factors	2829
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2830
Item 3.	Defaults Upon Senior Securities	2830
Item 4.	Mine Safety Disclosures	2930
Item 5.	Other Information	2930
Item 6.	Exhibits	2930
	Signatures	3032

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” ~~“potential,”~~“potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our revenue, cost of revenue and operating expenses and our ability to achieve and maintain future profitability;

•the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs;

•our ability to effectively manage or sustain our growth and to effectively expand our operations;

•our strategies, plans, objectives and goals, including our expectations regarding future infrastructure investments as well as ~~restructuring~~reorganization activities;

•our ability to effectively deploy new and evolving technologies, such as artificial intelligence and machine learning, in our offerings;

•our ability to attract and retain buyers and sellers and the continued impact of network effects as we scale our platform;

•our ability to continue to generate revenue from new Resale-as-a-Service (“RaaS”) offerings as sources of revenue;

•trends in our key financial and operating metrics;

•our estimated market opportunity;

•economic and industry trends, projected growth or trend analysis, including the effects of foreign currency exchange rate fluctuations, inflationary pressures, increased interest rates, cybersecurity risks, changing consumer habits, climate change and extreme weather events and general global economic uncertainty;

•our ability to comply with applicable laws and regulations;

•~~our ability to remediate our material weakness in our internal control over financial reporting;~~ and

•our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or ~~investments; and~~investments.

•~~the increased expenses associated with being a public company.~~

You should not rely upon forward-looking statements as predictions of future events. ~~The outcome~~Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include, but are not limited to: our ability to attract new users and convert users into buyers and active buyers; the ~~events described~~sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs; our ability to effectively manage or sustain our growth and to effectively expand our operations; our ability to continue to generate revenue from new RaaS offerings as sources of revenue; risks from an intensely competitive market; our ability to effectively deploy new and evolving technologies, such as artificial intelligence and machine learning, in our offerings; risks arising from economic and industry trends, including the effects of foreign currency exchange rate fluctuations, inflationary pressures, increased interest rates, changing consumer habits, climate change and general global economic uncertainty; our ability to comply with applicable laws and regulations; our ability to recognize realize expected savings or benefits from reorganization activities; and our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments. More information on these ~~forward-looking statements is subject to~~ risks ~~uncertainties~~ and other potential factors ~~described~~ that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), includingin Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, in Part II, Item 1A, Risk Factors, and elsewhere in this Quarterly Report on Form 10-Q, as well as in our other filings with the Securities and Exchange Commission (“SEC”). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

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The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

***

Unless otherwise indicated or unless the context requires otherwise, all references in this document to ~~“thredUP”~~“ThredUp”, “the Company”, “we”, “us”, “our”, or similar references are to ThredUp Inc. and its consolidated subsidiaries.

~~thredUP~~ThredUp is one of the world’s largest online resale platforms for ~~women’s and kids’~~ apparel, shoes and accessories, based primarily on items processed, items sold and the capacity of our distribution centers.

~~Table of Contents~~

The “estimated retail price” of an item is based on the estimated original retail price of a comparable item of the same quality, construction and material offered elsewhere in new condition. Our estimated original retail prices are set by our team of merchants who periodically monitor market prices for the brands and styles that we offer on our marketplaces.

Channels for Disclosure of Information

ThredUp intends to announce material information to the public through the ThredUp Investor Relations website (ir.thredup.com), SEC filings, press releases, public conference calls, and public webcasts. ThredUp uses these channels, as well as social media, to communicate with its investors, customers, and the public about the company, its offerings, and other issues. It is possible that the information ThredUp posts on social media could be deemed to be material information. As such, ThredUp encourages investors, the media, and others to follow the channels listed above, including the social media channels listed on ThredUp’s investor relations website, and to review the information disclosed through such channels.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THREDUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


			March 31, 2023		December 31, 2022
			(in thousands, except par value amounts)
		March 31, 2024						March 31, 2024		December 31, 2023
		(in thousands, except par value amounts)							(in thousands, except par value amounts)
ASSETS	ASSETS						ASSETS
Current assets:	Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents		$	50,739	$	38,029
Marketable securities	Marketable securities		42,733		66,902
Accounts receivable, net	Accounts receivable, net		4,232		4,669
Inventory	Inventory		20,933		17,519
Other current assets	Other current assets		6,338		7,076
Total current assets	Total current assets		124,975		134,195
Operating lease right-of-use assets	Operating lease right-of-use assets		45,180		46,153
Property and equipment, net	Property and equipment, net		95,806		92,482
Goodwill	Goodwill		11,805		11,592
Intangible assets	Intangible assets		10,044		10,499
Other assets	Other assets		6,960		7,027
Total assets	Total assets		$	294,770	$	301,948
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY						LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:
Accounts payable	Accounts payable		$	12,747	$	7,800
Accounts payable
Accounts payable
Accrued and other current liabilities	Accrued and other current liabilities		47,976		50,155
Seller payable	Seller payable		17,868		16,166
Operating lease liabilities, current	Operating lease liabilities, current		5,792		6,413
Current portion of long-term debt	Current portion of long-term debt		3,882		3,879
Total current liabilities	Total current liabilities		88,265		84,413
Operating lease liabilities, non-current	Operating lease liabilities, non-current		47,521		48,727
Long-term debt, net of current portion	Long-term debt, net of current portion		24,831		25,788
Other non-current liabilities	Other non-current liabilities		3,066		3,019
Total liabilities	Total liabilities		163,683		161,947
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)
Stockholders’ equity:	Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2023 and December 31, 2022; 102,836 and 101,532 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively			10		10
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2024 and December 31, 2023; 110,217 and 108,784 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2024 and December 31, 2023; 110,217 and 108,784 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2024 and December 31, 2023; 110,217 and 108,784 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital	Additional paid-in capital		561,577		551,852
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(3,080)		(4,234)
Accumulated deficit	Accumulated deficit		(427,420)		(407,627)
Total stockholders’ equity	Total stockholders’ equity		131,087		140,001
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity		$	294,770	$	301,948

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

March 31,
2023

March 31,
2022

(in thousands, except per share amounts)

Three Months Ended

March 31,
2024

(in thousands, except per share amounts)

Revenue:

Consignment

46,479

47,435

Consignment

Product

29,443

25,260

Total revenue

75,922

72,695

Total revenue

Cost of revenue:

Consignment

9,220

10,049

Consignment

Product

15,609

12,418

Total cost of revenue

24,829

22,467

Total cost of revenue

Gross profit

51,093

50,228

Operating expenses:

Operations, product, and technology

38,347

39,161

Marketing

16,870

16,978

Marketing

Sales, general, and administrative

16,059

14,664

Total operating expenses

71,276

70,803

Total operating expenses

Operating loss

(20,183)

(20,575)

Interest expense

423

Interest expense

Other income, net

(476)

(303)

Loss before provision for income taxes

(19,784)

(20,695)

Loss before provision for income taxes

Provision for income taxes

Net loss

(19,793)

(20,708)

Net loss

Loss per share, basic and diluted

(0.19)

(0.21)

Weighted-average shares used in computing loss per share, basic and diluted

101,984

98,624

Weighted-average shares used in computing loss per share, basic and diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended

March 31,
2023

March 31,
2022

(in thousands)

Three Months Ended

March 31,
2024

(in thousands)

Net loss

(19,793)

(20,708)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

544

(708)

Unrealized gain (loss) on available-for-sale securities

610

(1,002)

Unrealized gain (loss) on available-for-sale securities

Total other comprehensive income (loss)

1,154

(1,710)

Total comprehensive loss

(18,639)

(22,418)

Total comprehensive loss

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

Common Stock
Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity
(in thousands)
Balance as of December 31, 2022 101,532 $ 10 $ 551,852 $ (4,234) $ (407,627) $ 140,001
Issuance of common stock from exercise of stock options and restricted stock units 1,484 — 275 275
Stock-based compensation 9,720 9,720
Shares withheld related to net share settlement (180) — (270) (270)
Net income (19,793) (19,793)
Other comprehensive income 1,154 1,154
Balance as of March 31, 2023 102,836 10 561,577 (3,080) (427,420) 131,087


	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	(in thousands)
Balance as of December 31, 2023	108,784	$	11	$	585,156	$	(2,375)	$	(478,875)	$	103,917
Issuance of common stock from exercise of stock options and restricted stock units	1,694	—		81						81
Stock-based compensation				7,506						7,506
Shares withheld for net share settlement	(261)	—		(550)						(550)
Net loss								(16,554)		(16,554)
Other comprehensive loss						(870)				(870)
Balance as of March 31, 2024	110,217	$	11	$	592,193	$	(3,245)	$	(495,429)	$	93,530

Common Stock
Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity
(in thousands)
Balance as of December 31, 2021 98,435 $ 10 $ 522,161 $ (1,094) $ (315,343) $ 205,734
Issuance of common stock from exercise of stock options and restricted stock units 507 — 754 754
Stock-based compensation 3,618 3,618
Net income (20,708) (20,708)
Other comprehensive loss (1,710) (1,710)
Balance as of March 31, 2022 98,942 10 526,533 (2,804) (336,051) 187,688


	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	(in thousands)
Balance as of December 31, 2022	101,532	$	10	$	551,852	$	(4,234)	$	(407,627)	$	140,001
Issuance of common stock from exercise of stock options and restricted stock units	1,484	—		275						275
Stock-based compensation				9,720						9,720
Shares withheld for net share settlement	(180)	—		(270)						(270)
Net loss								(19,793)		(19,793)
Other comprehensive income						1,154				1,154
Balance as of March 31, 2023	102,836	$	10	$	561,577	$	(3,080)	$	(427,420)	$	131,087

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended

March 31,
2023

March 31,
2022

(in thousands)

Three Months Ended

March 31,
2024

March 31,
2023

(in thousands)

Cash flows from operating activities:

Net loss

(19,793)

(20,708)

Adjustments to reconcile net loss to net cash used in operating activities:

Net loss

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

3,681

3,271

Stock-based compensation expense

9,391

3,523

Reduction in carrying amount of right-of-use assets

1,207

1,398

Other

481

Changes in operating assets and liabilities:

Accounts receivable, net

1,010

1,143

Inventory

(3,157)

(2,313)

Other current and non-current assets

(2,162)

Accounts payable

4,102

1,601

Accrued and other current liabilities

(1,851)

4,912

Seller payable

1,696

1,521

Operating lease liabilities

(2,062)

539

Other non-current liabilities

1,255

115

Net cash used in operating activities

(4,458)

(6,679)

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchases of marketable securities

Maturities of marketable securities

24,579

4,726

Purchases of property and equipment

(5,679)

(12,638)

Net cash provided by (used in) investing activities

18,900

(7,912)

Cash flows from financing activities:

Repayment of debt

(1,000)

(2,000)

Proceeds from exercise of stock options and employee stock purchase plan

446

965

Payment of withholding taxes on stock-based awards

(638)

(156)

Repayment of debt

Proceeds from issuance of stock-based awards

Payments of withholding taxes on stock-based awards

Net cash used in financing activities

(1,192)

(1,191)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(540)

(172)

Net change in cash, cash equivalents, and restricted cash

12,710

(15,954)

Cash, cash equivalents, and restricted cash, beginning of period

44,051

91,840

Cash, cash equivalents, and restricted cash, end of period

56,761

75,886

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Description of Business

ThredUp Inc. (“~~thredUP”~~ThredUp” or the “Company”) was formed as a corporation in the State of Delaware in January 2009. ~~thredUP~~ThredUp operates a large resale platform that enables consumers to buy and sell primarily secondhand apparel, shoes, and accessories.

2. Significant Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information ~~can~~may be condensed or omitted.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited ~~to,~~to: the useful lives of property and equipment and intangibles, allowance for sales returns, breakage on loyalty points and rewards and gift cards, valuation of inventory, stock-based compensation, ~~right-of-use assets,~~lease liabilities, goodwill and acquired ~~intangibles,~~intangible assets, and income taxes.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, ~~2023,~~2024, and the results of operations and cash flows for the interim periods presented.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the ~~“2022~~“2023 10-K”).

~~Reclassifications~~

~~Certain reclassifications were made to the prior period condensed consolidated statement of cash flows to conform to the current period presentation.~~

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted during the three months ended March 31, 2024.

Accounting Pronouncements Not Yet Effective

In ~~June 2016,~~October 2023, the Financial Accounting Standards Board ~~(“FASB”~~(the “FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2016-13,~~ ~~Financial Instruments — Credit Losses (Topic 326): Measurement~~2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of ~~Credit Losses~~topics within the Accounting Standards Codification (the “ASC”). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on ~~Financial Instruments. This ASU changes~~which the impairment model for most financial assets, requiring the use of an expected loss model which requires entities to estimate the lifetime expected credit loss on financial assets measured at amortized cost. Such credit losses will be recorded as an allowance to offset the amortized costSEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company does not expect that the application of this standard will have an impact on our consolidated financial ~~asset, resulting in a net presentation of~~statements and disclosures.

In November 2023, the ~~amount expected~~FASB issued ASU 2023-07, Improvements to ~~be collected on the financial asset. In addition, credit losses relating~~Reportable Segment Disclosures. This new guidance is designed to ~~available-for-sale debt securities will now be recorded~~improve reportable segment disclosure requirements, primarily through ~~an allowance for credit losses rather than as a direct write-down to the security. This standard~~enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, ~~2022, including~~2023, and interim periods within ~~those~~ fiscal ~~years.~~years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The ~~adoption~~Company is currently assessing the impact of adopting this ~~guidance during the first quarter of 2023 did not have a material impact~~new accounting standard on ~~the Company’s condensed~~its consolidated financial statements.

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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be the fiscal year ending December 31, 2025 for us. We expect the adoption will result in enhanced income tax disclosures.

Revenue from Loyalty Reward Redemption and Expiration

The Company has a customer loyalty program, which allows end-customers to earn and accumulate points with each qualifying purchase. Earned points can be redeemed for loyalty rewards, such as non-cashoutable shopping credit, free shipping, or waived restocking fee, which can be applied to future purchases or returns. Unredeemed points expire after one year from the date the points were earned. Reward coupons expire six months from the date the reward is claimed. Points earned on purchases are a material right, representing a separate performance obligation.

The allocated consideration for the points earned through qualifying purchase transactions is deferred based on the standalone selling price of the points, adjusted for expected breakage in proportion to the pattern of redemption, and recorded within deferred revenue under accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue is recognized for these performance obligations at a point in time when rewards are redeemed by the end customer or expired.

As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company had a deferred revenue liability of ~~$3.3~~$1.6 million and ~~$3.3~~$3.1 million, respectively, related to its customer loyalty program, which is included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. The Company recognized revenue from loyalty reward redemption of ~~$2.1~~$3.7 million and ~~$2.7~~$2.1 million for the three months ended March 31, 2024 and 2023, respectively. As our loyalty points expire in 12 months and ~~2022, respectively.~~

~~Table of Contents~~

coupon rewards expire in six months, the revenue for the remaining performance obligation is expected to be recognized within a 12-month period.

Gift Cards and Site Credits

The Company sells ~~thredUP~~ThredUp gift cards on its e-commerce ~~website. thredUP~~website and may also convert seller payables and site credits to ThredUp gift cards beginning after one year at the discretion of the Company. ThredUp gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of March 31, ~~2023~~2024 and December 31, ~~2022, $10.8~~2023, $6.9 million and ~~$10.9~~$6.6 million, respectively, of gift card liability ~~respectively,~~ was included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue from gift cards is generally recognized when the gift cards are redeemed by the customer and amounted to ~~$0.5~~$0.3 million and ~~$0.3~~$0.5 million for the three months ended March 31, 2024 and 2023, ~~and 2022,~~ respectively.

The Company recognizes breakage revenue when it determines that the redemption of gift cards is remote. Breakage revenue was $1.3 million for the three months ended March 31, 2024. Breakage revenue was not material for the three months ended March 31, 2023.

The Company issues site credits for ~~order refunds. Site credits~~returns, which can be applied toward future charges but may not be converted into cash. Site credits may also be converted to ~~thredUP~~ThredUp gift cards beginning after one year at the discretion of the Company. These credits are recognized as revenue when used. As of March 31, ~~2023~~2024 and December 31, ~~2022, $6.3~~2023, $5.2 million and ~~$7.2~~$4.8 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue recognized from the redemption of site credits was ~~$9.4~~$13.5 million and ~~$11.0~~$9.4 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

~~The Company recognizes breakage revenue when it determines that the redemption~~

Table of ~~gift cards and site credits is remote. Breakage was not material for the three months ended March 31, 2023 and 2022.~~Contents

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s condensed consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows:


			March 31, 2023		December 31, 2022
			(in thousands)
		March 31, 2024					March 31, 2024		December 31, 2023
		(in thousands)						(in thousands)
Cash and cash equivalents	Cash and cash equivalents		$	50,739	$	38,029
Restricted cash included in Other current assets	Restricted cash included in Other current assets		475		383
Restricted cash included in Other assets	Restricted cash included in Other assets		5,547		5,639
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	Total cash, cash equivalents, and restricted cash shown in the statement of cash flows		$	56,761	$	44,051

Fair Value Measurements

The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures, for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•Level 3 inputs are unobservable inputs for the asset or liability.

The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its condensed consolidated financial statements. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the carrying amounts of the Company’s accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their estimated fair values due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity, and as such, the carrying value of the Company’s long-term debt approximated its fair value as of March 31, ~~2023~~2024 and December 31, ~~2022.~~2023.

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3. Financial Instruments and Fair Value Measurements

The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of March 31, ~~2023~~2024 and December 31, ~~2022:~~2023:


			March 31, 2023
			Level 1		Level 2		Level 3		Total
			(in thousands)
		March 31, 2024											March 31, 2024
		Level 1									Level 1	Level 2	Level 3	Total
		(in thousands)											(in thousands)
Assets:	Assets:
Cash equivalents:	Cash equivalents:
Cash equivalents:
Cash equivalents:
Money market funds	Money market funds		$	10,052	$	—	$	—	$	10,052
Money market funds
Money market funds
U.S. treasury securities
Commercial paper	Commercial paper		—		21,062		—		21,062
U.S. government agency discount notes			2,992		—		—		2,992

Total cash equivalents
Total cash equivalents
Total cash equivalents	Total cash equivalents		13,044		21,062		—		34,106
Marketable securities:	Marketable securities:
Corporate debt securities			13,505		—		—		13,505

U.S. treasury securities

U.S. treasury securities

U.S. treasury securities	U.S. treasury securities		12,322		—		—		12,322
U.S. government agency bonds	U.S. government agency bonds		16,906		—		—		16,906
Total marketable securities	Total marketable securities		42,733		—		—		42,733
Total assets at fair value	Total assets at fair value		$	55,777	$	21,062	$	—	$	76,839


			December 31, 2022
			Level 1		Level 2		Level 3		Total
			(in thousands)
		December 31, 2023											December 31, 2023
		Level 1									Level 1	Level 2	Level 3	Total
		(in thousands)											(in thousands)
Assets:	Assets:
Cash equivalents:	Cash equivalents:
Cash equivalents:
Cash equivalents:
Money market funds
Money market funds
Money market funds	Money market funds		$	1,110	$	—	$	—	$	1,110
Commercial paper	Commercial paper		—		14,460		—		14,460
U.S. treasury securities
U.S. government agency bonds
Total cash equivalents	Total cash equivalents		1,110		14,460		—		15,570
Marketable securities:	Marketable securities:
Corporate debt securities			25,488		—		—		25,488

U.S. treasury securities

U.S. treasury securities

U.S. treasury securities	U.S. treasury securities		19,176		—		—		19,176
U.S. government agency bonds	U.S. government agency bonds		22,238		—		—		22,238
Total marketable securities	Total marketable securities		66,902		—		—		66,902
Total assets at fair value	Total assets at fair value		$	68,012	$	14,460	$	—	$	82,472

The following tables summarize the cost, gross unrealized gains, gross unrealized losses and fair value of the marketable securities as of March 31, ~~2023~~2024 and December 31, ~~2022:~~2023:


		March 31, 2024														March 31, 2024
		Cost or Amortized Cost												Cost or Amortized Cost	Unrealized		Fair Value
						Gains
			(in thousands)
			(in thousands)
			(in thousands)
			March 31, 2023
			Cost or Amortized Cost				Unrealized					Fair Value
					Gains				Losses
					(in thousands)
Corporate debt securities			$	13,568			$	—		$	(63)	$	13,505
U.S. treasury securities
U.S. treasury securities
U.S. treasury securities	U.S. treasury securities		12,501				—			(179)		12,322
U.S. government agency bonds	U.S. government agency bonds		17,138				—			(232)		16,906
Total	Total		$	43,207			$	—		$	(474)	$	42,733

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		December 31, 2023														December 31, 2023
		Cost or Amortized Cost												Cost or Amortized Cost	Unrealized		Fair Value
						Gains
			(in thousands)
			(in thousands)
			(in thousands)
			December 31, 2022
			Cost or Amortized Cost				Unrealized					Fair Value
					Gains				Losses
					(in thousands)
Corporate debt securities			$	25,774			$	—		$	(286)	$	25,488
U.S. treasury securities
U.S. treasury securities
U.S. treasury securities	U.S. treasury securities		19,531				—			(355)		19,176
U.S. government agency bonds	U.S. government agency bonds		22,679				—			(441)		22,238
Total	Total		$	67,984			$	—		$	(1,082)	$	66,902

As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company’s cash equivalents approximated their estimated fair value. As such, there ~~are~~were no unrealized gains or losses related to the Company’s cash equivalents.

For the Company’s marketable securities, which were all classified as available-for-sale, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data. The Company determined that the declines in the fair value of its marketable securities were not driven by credit-related factors. During the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, the Company did not recognize any losses on its marketable securities due to credit-related factors.

~~The~~As of March 31, 2024, the Company’s money market funds ~~corporate debt securities, U.S. treasury securities, U.S. government agency bonds, and U.S. government agency discount notes~~ were valued using Level 1 inputs because they ~~are~~were valued using quoted prices in active markets.

The Company’s U.S. treasury securities, commercial paper isand U.S. government agency bonds were valued using Level 2 inputs because ~~it is~~they were valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

There were no transfers ~~between levels~~into or out of Level 3 during the three months ended March 31, ~~2023.~~2024. As of March 31, ~~2023,~~2024, all of the ~~$42.7~~$12.4 million carrying amount of marketable securities ~~all~~ had a contractual maturity date of less than one year.

4. Property and Equipment, Net

Property and equipment, net consisted of the following:

March 31,
2023

December 31,
2022

(in thousands)

Property and equipment

130,819

124,412

March 31,
2024

December 31,
2023

(in thousands)

Property and equipment, at cost:

Machinery and equipment

Leasehold improvements

Internal-use software

Computers and software

Construction in progress

Furniture and fixtures

Total property and equipment, at cost

Less: accumulated depreciation and amortization

(35,013)

(31,930)

Property and equipment, net

95,806

92,482

Depreciation and amortization expense of property and equipment was ~~$3.0~~$4.3 million and ~~$2.6~~$3.0 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

5. Goodwill and Other Intangible Assets

Goodwill is primarily attributable to the planned growth in the combined business after the acquisition of Remix Global EAD (“Remix”). Goodwill is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill was ~~$11.8~~$11.7 million and ~~$11.6~~$12.0 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively. The ~~increase~~change in goodwill during the three months ended March 31, ~~2023~~2024 was due to foreign currency translation adjustments.

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The gross carrying amounts and accumulated amortization of the Company’s intangible assets with determinable lives as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 were as follows:


					March 31, 2023
			Amortization Period		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
			(in years)		(in thousands)
				March 31, 2024											March 31, 2024
		Amortization Period									Amortization Period	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
		(in years)									(in years)	(in thousands)
Customer relationships	Customer relationships		8		$	4,902	$	(907)	$	3,995
Developed technology	Developed technology		3		4,619		(2,278)		2,341
Trademarks	Trademarks		9		4,436		(728)		3,708
Total	Total				$	13,957	$	(3,913)	$	10,044


					December 31, 2022
			Amortization Period		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
			(in years)		(in thousands)
				December 31, 2023											December 31, 2023
		Amortization Period									Amortization Period	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
		(in years)									(in years)	(in thousands)
Customer relationships	Customer relationships		8		$	4,814	$	(742)	$	4,072
Developed technology	Developed technology		3		4,536		(1,864)		2,672
Trademarks	Trademarks		9		4,351		(596)		3,755
Total	Total				$	13,701	$	(3,202)	$	10,499

The changes in the gross carrying amounts were due to foreign currency translation adjustments.

Amortization expense related to developed technology, customer relationships, and trademarks is recorded within operations, product, and technology; sales, general, and administrative; and marketing expense, respectively, within the Company’s condensed consolidated statements of operations. Amortization expense of intangible assets with determinable lives was $0.6 million and ~~$0.7~~$0.6 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

6. Balance Sheet Components

Inventories consisted of the following:


			March 31, 2023		December 31, 2022
			(in thousands)
		March 31, 2024					March 31, 2024		December 31, 2023
		(in thousands)						(in thousands)
Work in process	Work in process		$	2,432	$	2,639
Finished goods	Finished goods		18,501		14,880
Total	Total		$	20,933	$	17,519

Work in process inventory relates to items that are currently undergoing preparation for sale, including itemization, cleaning, and repair.

Accrued and other current liabilities consisted of the following:


			March 31, 2023		December 31, 2022
			(in thousands)
		March 31, 2024					March 31, 2024		December 31, 2023
		(in thousands)						(in thousands)
Gift card and site credit liabilities	Gift card and site credit liabilities		$	17,093	$	18,101
Accrued compensation
Accrued vendor liabilities	Accrued vendor liabilities		8,936		9,116
Accrued taxes
Allowance for returns
Deferred revenue	Deferred revenue		6,398		7,582
Accrued compensation			4,459		4,993
Allowance for returns			4,779		4,907
Accrued taxes			4,195		4,326
Accrued other	Accrued other		2,116		1,130
Total	Total		$	47,976	$	50,155

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7. Long-Term Debt

In February 2019, the Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank for an aggregate amount of up to $40.0 million. The Company incurred an immaterial amount of debt issuance costs in connection with the Term Loan. The debt issuance costs are recorded on the Company’s condensed consolidated balance sheets and are being amortized over the life of the Term Loan using the effective-interest method.

The Term Loan was subsequently amended several times, with the most recent amendment taking place in ~~July 2022.~~December 2023. As amended, the Term Loan matures on July 14, 2027 and provides for an aggregate borrowing amount of up to ~~$70.0~~$48.8 million, of which $22.5 million is designated for the purchase of certain equipment. The Term Loan bears interest at the prime rate published in the Wall Street Journal plus a margin of 1.25%, with a floor of ~~6.00%~~4.75%. ~~The Company incurred an immaterial amount of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to FASB ASC Topic 470,~~ ~~Debt~~, this transaction was accounted for as a modification of the Term Loan. The debt issuance costs were recognized in interest expense within the Company’s condensed consolidated statement of operations during the third quarter of 2022.

The Term Loan requires the Company to comply with certain financial covenants, including, among other things, liquidity requirements, minimum cash deposits with Western Alliance ~~bank,~~Bank, performance metrics, and a debt service coverage ratio. The Term Loan also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Term Loan contains customary events of default. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the Company was in compliance with its debt covenants under the Term Loan.

The Term Loan is payable in consecutive monthly installments. Interest is due monthly on amounts outstanding under the Term Loan. The Company is ~~also~~ permitted to make voluntary prepayments without penalty or premium at any time.

As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the effective interest rate for borrowings under the Term Loan was ~~10.22% and 9.70%, respectively.~~10.73%.

During the three months ended March 31, 2024 and 2023, the Company did not make any borrowings under the Term Loan and repaid a total of $1.0 million ~~on amounts outstanding under~~in each of the ~~Term Loan. During the three months ended March 31, 2022, the Company did not make any borrowings under the Term Loan and repaid a total of $2.0 million~~periods on amounts outstanding under the Term Loan. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, the ~~amount~~amounts outstanding under the Term Loan ~~was $29.3~~were $25.3 million and ~~$30.3~~$26.3 million, respectively.

~~During the three months ended March 31, 2023 and 2022, the~~The Company incurred $0.7 million ~~and $0.6 million, respectively,~~ of interest costs relating to the Term Loan during each of ~~which~~the three months ended March 31, 2024 and 2023. There was no capitalized interest during the three months ended March 31, 2024, and $0.6 million ~~and $0.1 million, respectively,~~ was capitalized as part of an ~~asset.~~asset for the three months ended March 31, 2023.

As of March 31, ~~2023,~~2024, the future annual ~~scheduled~~ principal payments of the Term Loan were as follows:


			Amount
			(in thousands)
2023			$	3,000
2024			4,000
		Amount			Amount
		(in thousands)			(in thousands)
2024 (Remaining nine months)
2025	2025		4,000
2026	2026		4,000
2027	2027		14,333

Total principal payments
Total principal payments
Total principal payments	Total principal payments		29,333
Less: unamortized debt discount	Less: unamortized debt discount		(620)
Less: current portion of long-term debt	Less: current portion of long-term debt		(3,882)
Non-current portion of long-term debt	Non-current portion of long-term debt		$	24,831

8. Common Stock and Stockholders’ Equity

Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.

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The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of March 31, ~~2023~~2024 and December 31, ~~2022:~~2023:

March 31, 2023

Authorized

Issued and Outstanding

(in thousands)

March 31, 2024

Authorized

Issued and Outstanding

(in thousands)

Class A common stock

1,000,000

72,351

Class B common stock

120,000

30,485

Total

1,120,000

102,836

December 31, 2022
Authorized Issued and Outstanding
(in thousands)
Class A common stock 1,000,000 70,723
Class B common stock 120,000 30,809
Total 1,120,000 101,532

~~Accumulated Other Comprehensive Loss~~

~~The following table summarizes changes in accumulated other comprehensive loss by component during the three months ended March 31, 2023 and 2022:~~

Change in Accumulated Other Comprehensive Loss by Component
Three Months Ended
March 31,
2023 March 31,
2022
Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Available-For-Sale Securities Total Foreign Currency Translation Adjustments Unrealized Loss on Available-For-Sale Securities Total
(in thousands)
Beginning balance $ (3,147) $ (1,087) $ (4,234) $ (729) $ (365) $ (1,094)
Other comprehensive income (loss) before reclassifications 544 610 1,154 (708) (1,002) (1,710)
Amounts reclassified from accumulated other comprehensive loss to income — — — — — —
Total other comprehensive income (loss), net of reclassifications 544 610 1,154 (708) (1,002) (1,710)
Ending balance $ (2,603) $ (477) $ (3,080) $ (1,437) $ (1,367) $ (2,804)


	December 31, 2023
	Authorized	Issued and Outstanding
	(in thousands)
Class A common stock	1,000,000	78,830
Class B common stock	120,000	29,954
Total	1,120,000	108,784

9. Stock-Based Compensation

The Company has stock-based compensation plans, which are more fully described in Note ~~11,~~ 10, Stock-Based Compensation Plans,, to the Consolidated Financial Statements included in the ~~2022~~2023 10-K. During the three months ended March 31, ~~2023,~~2024, the Company granted restricted stock units subject to service conditions.

~~Table of Contents~~

Stock-Based Compensation Expense

The following table provides information about stock-based compensation expense by financial statement line item:

Three Months Ended

March 31,
2023

March 31,
2022

Three Months Ended

March 31,
2024

(in thousands)

Operations, product, and technology

3,671

1,392

Marketing

1,205

333

Marketing

Sales, general, and administrative

4,515

1,798

Total stock-based compensation expense

9,391

3,523

Total stock-based compensation expense

~~During~~Stock-based compensation expense capitalized in internal use software was not material for the three months ended March 31, 2024 and 2023, the Company modified the vesting schedule of substantially all restricted stock unit awards outstanding as of December 31, 2022 from 4 years to 3 years and recognized compensation expense of $2.4 million related to the acceleration of the vesting schedule. As of March 31, 2023, the total unrecognized compensation cost related to all nonvested stock options was $3.1 million and the related weighted-average period over which it is expected to be recognized was approximately 1.27 years. As of March 31, 2023, the total unrecognized compensation cost related to all nonvested restricted stock units was $64.0 million and the related weighted-average period over which it is expected to be recognized was approximately 2.36 years.respectively.

Stock Options

The following table summarizes the activities for all stock options under the Company’s share-based compensation plans for the three months ended March 31, ~~2023:~~2024:


			Number of Options Outstanding	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value(1)
			(in thousands)				(in thousands)
Outstanding as of December 31, 2022			17,872	$	1.97	5.20 years	$	1,442
		Number of Options Outstanding							Number of Options Outstanding	Weighted-Average Exercise Price Per Share	Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value (1)
		(in thousands)							(in thousands)				(in thousands)
Outstanding as of December 31, 2023
Granted	Granted		—	$	—
Exercised	Exercised		(178)	$	1.48
Exercised
Exercised
Forfeited or expired	Forfeited or expired		(126)	$	3.61
Outstanding as of March 31, 2023			17,568	$	1.96	4.98 years	$	11,622
Exercisable as of March 31, 2023			14,787	$	1.91	4.55 years	$	10,351
Forfeited or expired
Forfeited or expired
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Exercisable as of March 31, 2024

Table of Contents

(1)The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.

There were no options granted during the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023. The total intrinsic value of stock options exercised during the three months ended March 31, 2024 and 2023 ~~and 2022~~ was ~~$0.1~~not material.

As of March 31, 2024, the total unrecognized compensation cost related to all nonvested stock options was $0.8 million and ~~$2.1 million, respectively.~~the related weighted-average period over which it is expected to be recognized was approximately 0.83 years.

Restricted Stock Units

The following table summarizes the activities for all restricted stock units (“RSUs”) under the Company’s share-based compensation plans for the three months ended March 31, ~~2023:~~2024:


			Number of Shares	Weighted-Average Grant Date Fair Value Per Share
			(in thousands)
Outstanding and nonvested as of December 31, 2022			7,855	$	8.01
		Number of Shares				Number of Shares	Weighted-Average Grant Date Fair Value Per Share
		(in thousands)
Outstanding and nonvested as of December 31, 2023
Outstanding and nonvested as of December 31, 2023
Outstanding and nonvested as of December 31, 2023
Granted	Granted		8,310	$	1.78
Vested	Vested		(1,383)	$	5.79
Forfeited	Forfeited		(167)	$	5.70
Outstanding and nonvested as of March 31, 2023			14,615	$	4.71
Outstanding and nonvested as of March 31, 2024

The total vesting date fair value of ~~restricted stock units which~~RSUs that vested during the three months ended March 31, 2024 and 2023 was $3.5 million and ~~2022 was~~ $8.0 million, ~~and $2.7 million,~~ respectively.

During the three months ended March 31, 2023, the Company modified the vesting schedule of substantially all RSUs outstanding as of December 31, 2022 from 4 years to 3 years and recognized compensation expense of $2.4 million related to the acceleration of the vesting schedule.

~~Table~~As of ~~Contents~~March 31, 2024, the total unrecognized compensation cost related to all nonvested RSUs was $32.4 million and the related weighted-average period over which it is expected to be recognized was approximately 1.94 years.

10. Commitments and Contingencies

Legal Contingencies

The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for limited and customary indemnification obligations. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made.

11. Income Taxes

The quarterly income tax provision reflects an estimate of the corresponding quarter’s state taxes in the ~~United States.~~U.S. The provision for income tax expense for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 was determined based upon estimates of the Company’s annual effective tax rate for the years ending December 31, ~~2023~~2024 and ~~2022,~~2023, respectively. Since the Company is in a full valuation allowance position due to losses incurred since inception, the provision for taxes consists solely of certain state income taxes.

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12. Loss Per Share

The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:

March 31,
2023

March 31,
2022

(in thousands)

March 31,
2024

March 31,
2023

(in thousands)

Outstanding stock options

17,569

18,825

Restricted stock units

14,615

1,830

Delayed share issuance related to acquisition

130

Employee stock purchase plan

152

105

Total

32,466

20,890

1819

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other information, including our condensed consolidated financial statements and related notes included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q; Part I, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q; and our consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the ~~“2022~~“2023 10-K”). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full calendar year or any other period.

Overview

~~thredUP~~ThredUp operates one of the world’s largest online resale platforms for apparel, shoes and accessories. Our mission is to inspire ~~a new generation of consumers~~the world to think secondhand first. We believe in a sustainable fashion future and we are proud that our business model creates a positive impact to the benefit of our buyers, sellers, clients, employees, investors and the environment. Our custom-built operating platform consists of distributed processing infrastructure, proprietary software and systems and data science expertise. This platform is powering the rapidly emerging resale economy, one of the fastest growing sectors in retail, according to a GlobalData market survey conducted in January 2023.

~~thredUP’s~~ThredUp’s proprietary operating platform is the foundation for our managed marketplace, where we have bridged online and offline technology to make the buying and selling of tens of millions of unique items easy and fun. The ~~core marketplace~~marketplaces we have built enable buyers in the U.S. ~~enables buyers~~and in Europe to browse and purchase resale items for primarily ~~women’s and kids’~~ apparel, shoes and accessories across a wide range of price points. Buyers ~~love~~enjoy shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Sellers ~~love thredUP~~enjoy ThredUp because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. ~~thredUP’s~~ThredUp’s sellers order a Clean Out Kit, fill it and return it to us using our prepaid label. We take it from there and do the work to make those items available for resale. Aside from Clean Out Kits, ThredUp also sources inventory from a variety of supply channels, such as wholesale supply in Europe.

In addition to our core marketplace, some of the world’s leading brands and retailers are ~~already~~ taking advantage of our RaaS offering, which allows them to conveniently offer a scalable closet clean out service and/or resale shop to their customers. We believe RaaS will accelerate the growth of this emerging category and form the backbone of the modern resale experience domestically and internationally.

Recent Business Developments

Workforce Reorganization

In ~~2021,~~March 2024, we ~~acquired Remix Global EAD (“Remix”), a fashion resale company based~~reorganized certain corporate functions to improve efficiencies and reduce overhead costs, ensuring better alignment with the operational needs of the business, resulting in ~~Sofia, Bulgaria. With this acquisition,~~an estimated annualized reduction of operating expenses of $17 million. This and other reorganization activities we ~~further expanded our reach~~may undertake in the future are expected to ~~European customers, added a complementary operational infrastructure~~provide future growth and added an experienced management team to enable our expansion into Europe. In addition, Remix’s product assortment extended our resale offering to include men’s items and items sourced from a variety of supply channels, such as wholesale supply.

~~Key Factors Affecting Our Performance~~

~~Macroeconomic Factors~~

~~Macroeconomic factors, including inflation, increased interest rates, significant capital market volatility, and global economic and geopolitical developments have direct and indirect impacts on our~~efficiency benefits; however, the actual results of operations that are difficult to isolate and quantify. These factors contributed to increases in our operating costs during 2022 and the first quarter of 2023 primarily due to increased transportation costs and wage rates. In addition, rising fuel, utility, and food costs, rising interest rates, and recessionary fears may ~~impact customer demand and our ability to forecast consumer spending patterns. We expect some or all of these factors to continue to impact our operations throughout the rest of 2023.~~differ.

Overview of First Quarter Results

Revenue: Total revenue was ~~$75.9~~$79.6 million, representing an increase of ~~4.4%~~4.8% year-over-year.

~~Table of Contents~~

Gross Profit and Margin: Gross profit totaled ~~$51.1~~$55.3 million, representing an increase of ~~1.7%~~8.3% year-over-year. Gross margin was ~~67.3%~~69.5%, ~~a decrease~~an increase of ~~180~~220 basis points from ~~69.1%~~67.3% in the comparable quarter last year.

Net Loss: Net loss was $16.6 million, or a negative 20.8% of revenue, for the first quarter of 2024, compared to a net loss of $19.8 million, or a negative 26.1% of revenue, for the first quarter of ~~2023, compared to a net loss~~2023.

Table of ~~$20.7 million for the first quarter of 2022.~~Contents

Non-GAAP Adjusted EBITDA Loss: Non-GAAP Adjusted EBITDA loss was $0.7 million, or a negative 0.9% of revenue, for the first quarter of 2024, compared to Non-GAAP Adjusted EBITDA loss of $6.6 million, or a negative 8.7% of revenue, for the first quarter of ~~2023, compared to Non-GAAP Adjusted EBITDA loss of $13.0 million, or a negative 17.8% of revenue, for the first quarter of 2022.~~2023. Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin are non-GAAP measures which may not be comparable to similarly-titled measures used by other companies. See below for a reconciliation of Non-GAAP Adjusted EBITDA loss to net loss.

Active Buyers and Orders: Active Buyers totaled 1.7 million and Orders totaled ~~1.5~~1.7 million in the first quarter of ~~2023,~~2024, representing ~~a decrease~~an increase of ~~2.7%~~3.7% and ~~7.9%~~an increase of 9.3%, respectively, compared to the first quarter of ~~2022.~~2023.

Key Financial and Operating Metrics

We review a number of operating and financial metrics, including the following key business and non-GAAP metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key financial and operating metrics are set forth below for the periods presented.


		Three Months Ended
		March 31, 2023			March 31, 2022			Change
		(in thousands, except percentages)
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31, 2024
		March 31, 2024
		March 31, 2024
		(in thousands, except percentages)
		(in thousands, except percentages)
		(in thousands, except percentages)
Active Buyers (as of period end)	Active Buyers (as of period end)	1,668			1,715			(2.7)	%
Orders	Orders	1,511			1,640			(7.9)	%
Orders
Orders
Total revenue
Total revenue
Total revenue	Total revenue	$	75,922		$	72,695		4.4	%
Gross profit	Gross profit	$	51,093		$	50,228		1.7	%
Gross profit
Gross profit
Gross margin
Gross margin
Gross margin	Gross margin	67.3		%	69.1		%	(180)	bps
Net loss	Net loss	$	(19,793)		$	(20,708)		(4.4)	%
Net loss
Net loss
Net loss margin
Net loss margin
Net loss margin	Net loss margin	(26.1)		%	(28.5)		%	240	bps
Non-GAAP Adjusted EBITDA loss(1)	Non-GAAP Adjusted EBITDA loss(1)	$	(6,635)		$	(12,963)		(48.8)	%
Non-GAAP Adjusted EBITDA loss(1)
Non-GAAP Adjusted EBITDA loss(1)
Non-GAAP Adjusted EBITDA loss margin(1)	Non-GAAP Adjusted EBITDA loss margin(1)	(8.7)		%	(17.8)		%	910	bps
Non-GAAP Adjusted EBITDA loss margin(1)
Non-GAAP Adjusted EBITDA loss margin(1)

(1)Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin are non-GAAP measures which may not be comparable to similarly-titled measures used by other companies. See below for a reconciliation of Non-GAAP Adjusted EBITDA loss to net loss.

Active Buyers

An Active Buyer is a ~~thredUP~~ThredUp buyer who has made at least one purchase in the last twelve months. A ~~thredUP~~ThredUp buyer is a customer who has created an account and purchased in our marketplaces, including through our RaaS clients, and is identified by a unique email address. A single person could have multiple ~~thredUP~~ThredUp accounts and count as multiple Active Buyers. The number of Active Buyers is a key driver of revenue for our marketplaces.

Orders

Orders means the total number of orders placed by buyers across our marketplaces, including through our RaaS clients, in a given period, net of cancellations.

~~Table of Contents~~

Non-GAAP Financial Metrics

Non-GAAP Adjusted EBITDA Loss and Non-GAAP Adjusted EBITDA Loss Margin

Non-GAAP Adjusted EBITDA loss means net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, severance and other reorganization costs, interest expense, and provision for income ~~taxes, depreciation and amortization, stock-based compensation expense, acquisition-related expenses, and restructuring charges.~~taxes. Non-GAAP Adjusted EBITDA loss margin represents Non-GAAP Adjusted EBITDA loss divided by Total revenue. We use Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin, which are non-GAAP ~~metrics,~~measures, to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe that Non-GAAP Adjusted EBITDA loss and Non-GAAP Adjusted EBITDA loss margin, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results.

Table of Contents

The following table provides a reconciliation of net loss to Non-GAAP Adjusted EBITDA loss:

Three Months Ended

March 31,
2023

March 31,
2022

(in thousands)

Three Months Ended

March 31,
2024

(in thousands)

Net loss

(19,793)

(20,708)

Stock-based compensation expense

Depreciation and amortization

Severance and other

Interest expense

423

Provision for income taxes

Depreciation and amortization

3,681

3,271

Stock-based compensation expense

9,391

3,523

Acquisition-related expenses

—

204

Restructuring charges

—

311

Provision for income taxes

Non-GAAP Adjusted EBITDA loss

(6,635)

(12,963)

Total revenue

75,922

72,695

Total revenue

Non-GAAP Adjusted EBITDA loss margin

(8.7)

(17.8)

Non-GAAP Adjusted EBITDA loss margin

Comparison of the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023

Revenue


		Three Months Ended						Change
		March 31, 2023			March 31, 2022			Amount		%
		(in thousands, except percentages)
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31, 2024
		March 31, 2024
		March 31, 2024
		(in thousands, except percentages)
		(in thousands, except percentages)
		(in thousands, except percentages)
Consignment revenue	Consignment revenue	$	46,479		$	47,435		$	(956)	(2.0)	%
Product revenue	Product revenue	29,443			25,260			4,183		16.6	%
Product revenue
Product revenue
Total revenue
Total revenue
Total revenue	Total revenue	$	75,922		$	72,695		$	3,227	4.4	%
Consignment revenue as a percentage of total revenue	Consignment revenue as a percentage of total revenue	61.2		%	65.3		%
Consignment revenue as a percentage of total revenue
Consignment revenue as a percentage of total revenue
Product revenue as a percentage of total revenue	Product revenue as a percentage of total revenue	38.8		%	34.7		%
Product revenue as a percentage of total revenue
Product revenue as a percentage of total revenue

Total revenue increased ~~$3.2~~$3.7 million, or ~~4.4%~~4.8%, for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022.~~2023. The increase in revenue for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023 was driven by $14.7 million or a 31.7% increase in consignment revenue, partially offset by $11.1 million or a 37.6% decrease in product revenue. The increase in total revenue was primarily due to a ~~$4.2 million~~3.7% increase in Active Buyers, a 9.3% increase in Orders and a 7.6% increase in the average order value. Consignment revenue increased while product revenue decreased as a percentage of revenue by 15.7% as we transitioned our RaaS partners and introduced our European operations continue to scale and grow as well as a mix shift due to growth in supply from our RaaS partners, which are recognized as part of product revenue, partially offset by a $1.0 million decrease in consignment revenue due to the ~~mix shift described previously.~~consignment model in 2023.

~~Table of Contents~~

Gross Margin

~~Cost of Revenue~~


		Three Months Ended						Change
		March 31, 2023			March 31, 2022			Amount		%
		(in thousands, except percentages)
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31, 2024
		March 31, 2024
		March 31, 2024
		(in thousands, except percentages)
		(in thousands, except percentages)
		(in thousands, except percentages)
Cost of consignment revenue	Cost of consignment revenue	$	9,220		$	10,049		$	(829)	(8.2)	%
Cost of product revenue	Cost of product revenue	15,609			12,418			3,191		25.7	%
Cost of product revenue
Cost of product revenue
Total cost of revenue
Total cost of revenue
Total cost of revenue	Total cost of revenue	$	24,829		$	22,467		$	2,362	10.5	%
Gross profit	Gross profit	$	51,093		$	50,228		$	865	1.7	%
Gross profit
Gross profit
Gross margin	Gross margin	67.3		%	69.1		%
Gross margin
Gross margin

Gross margin was ~~67.3%~~69.5% and ~~69.1% for the three months endedMarch 31, 2023 and 2022, respectively, or an unfavorable change of 180 basis points.~~

~~The decrease in gross margin~~67.3% for the three months ended March 31, 2024 and 2023, ~~as compared to the same period in 2022 was primarily due to a 410~~respectively, or an increase of 220 basis ~~point increase in product revenue as a percentage of total revenue, partially offset by favorable labor variances for cost of consignment revenue.~~ points.

Consignment revenue is recognized net of seller payouts. Seller payouts ~~and cost of items sold, whereas for~~related to product revenue ~~seller payouts and cost of items sold~~ are included as a component of cost of product revenue. As such, product revenue has a lower gross margin than consignment revenue.

~~Cost~~

Table of ~~Consignment Revenue~~Contents

Three Months Ended Change
March 31,
2023 March 31,
2022 Amount %
(in thousands, except percentages)
Cost of consignment revenue $ 9,220 $ 10,049 $ (829) (8.2) %
Consignment gross margin 80.2 % 78.8 %

~~Consignment~~The increase in gross margin ~~was 80.2% and 78.8%~~ for the three months endedMarch 31, 2024 as compared to the same period in 2023 was primarily due to an increase in consignment gross margin by 260 basis points, primarily driven by lower shipping, labor and ~~2022,~~packaging costs. We transitioned our RaaS partners and introduced our European operations to the consignment model in 2023, which positively impacted our gross margin. This higher consignment gross margin was offset by a 2,190 basis point decrease in product gross margin, primarily driven by higher inventory costs.

Consignment Gross Margin


	Three Months Ended						Change
	March 31, 2024			March 31, 2023			Amount		%
	(in thousands, except percentages)
Cost of consignment revenue	$	10,502		$	9,220		$	1,282	13.9	%
Consignment gross margin	82.8		%	80.2		%

Consignment gross margin was 82.8% and 80.2% for the three months ended March 31, 2024 and 2023, respectively, or ~~a favorable change~~an increase of ~~140~~260 basis points. ~~Consignment gross profit dollars were flat year-over-year.~~

The increase in consignment gross margin for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023 was primarily due to ~~120~~a 260 basis ~~points of lower direct~~point decrease in outbound shipping, labor and packaging costs.

~~Cost of~~ Product ~~Revenue~~Gross Margin

Three Months Ended

Change

March 31,
2023

March 31,
2022

Amount

(in thousands, except percentages)

Three Months Ended

March 31,
2024

(in thousands, except percentages)

Cost of product revenue

15,609

12,418

3,191

25.7

Product gross margin

47.0

50.8

Product gross margin

Product gross margin was ~~47.0%~~25.1% and ~~50.8%~~47.0% for the three months endedMarch 31, ~~2023~~2024 and ~~2022,~~2023, respectively, or ~~an unfavorable change~~a decrease of ~~380~~2,190 basis points. ~~Product gross profit dollars were up 8% year-over-year.~~

The decrease in product gross margin for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023 was ~~primarily~~ due to ~~290 basis points of~~ higher inventory costs in our European operations, which unfavorably impacted product gross margin by 2,800 basis points. This decrease was partially offset by a 300 basis point decrease in inventory costs in the U.S. and ~~an 60~~a 290 basis ~~points of higher~~point decrease in shipping and packaging costs.

Operations, Product, and Technology


	Three Months Ended						Change
	March 31, 2024			March 31, 2023			Amount		%
	(in thousands, except percentages)
Operations, product, and technology	$	41,051		$	38,347		$	2,704	7.1	%
Operations, product, and technology as a percentage of total revenue	51.6		%	50.5		%

Operations, product, and technology expenses increased $2.7 million, or 7.1% for the three months ended March 31, 2024 as compared to the same period in 2023. The increase was due to a $2.4 million increase in facilities, technology, and other ~~costs.~~allocated costs, $1.2 million in severance costs related to our workforce reorganization in March 2024, and a $0.8 million increase in inbound shipping. This increase was partially offset by a $1.7 million decrease in personnel-related costs, of which $1.1 million was related to stock-based compensation.

2223

Table of Contents

~~Operations, Product, and Technology~~Marketing


	Three Months Ended						Change
	March 31, 2024			March 31, 2023			Amount		%
	(in thousands, except percentages)
Marketing	$	13,413		$	16,870		$	(3,457)	(20.5)	%
Marketing as a percentage of total revenue	16.9		%	22.2		%

Three Months Ended Change
March 31,
2023 March 31,
2022 Amount %
(in thousands, except percentages)
Operations, product, and technology $ 38,347 $ 39,161 $ (814) (2.1) %
Operations, product, and technology as a percentage of total revenue 50.5 % 53.9 %

~~The $0.8~~Marketing expenses decreased $3.5 million, ~~decrease in operations, product, and technology expenses~~or 20.5%, for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023. The decrease was ~~primarily~~ due to a ~~$1.4~~$2.5 million decrease in advertising costs, a $1.3 million decrease in personnel-related costs, ~~partially offset by a $0.8 million increase in inbound shipping and other costs.~~

~~Marketing~~

Three Months Ended Change
March 31,
2023 March 31,
2022 Amount %
(in thousands, except percentages)
Marketing $ 16,870 $ 16,978 $ (108) (0.6) %
Marketing as a percentage of total revenue 22.2 % 23.4 %

The $0.1 million decrease in marketing expenses for the three months ended March 31, 2023 as compared to the same period in 2022 was primarily due to a $1.1 million decrease in social and other advertising costs and a $0.2 million decrease in professional services, partially offset by a $1.0 million increase in personnel-related costs, of which ~~$0.9~~$1.0 million was related to stock-based compensation expense, and a $0.2 million ~~increase~~decrease in facilities, technology and other ~~allocated~~ costs. This decrease was partially offset by $0.5 million in severance costs related to our workforce reorganization in March 2024.

Sales, General and Administrative

Three Months Ended

Change

March 31,
2023

March 31,
2022

Amount

(in thousands, except percentages)

Three Months Ended

March 31,
2024

(in thousands, except percentages)

Sales, general, and administrative

16,059

14,664

1,395

9.5

Sales, general, and administrative as a percentage of total revenue

21.2

20.2

Sales, general, and administrative as a percentage of total revenue

~~The $1.4 million increase in sales,~~Sales, general, and administrative expenses increased $1.5 million, or 9.4%, for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023. The increase was ~~primarily~~ due to $1.3 million in severance costs related to our workforce reorganization in March 2024, a ~~$3.0~~$0.5 million increase in personnel-related costs, ~~of which $2.7 million was related to stock-based compensation expense,~~ and a $0.1 million increase in facilities, technology and other ~~allocated costs,~~costs. This increase was partially offset by a ~~$1.2~~$0.4 million decrease in professional ~~services and a $0.5 million decrease in other corporate expenses.~~services.

Interest Expense

Three Months Ended Change
March 31,
2023 March 31,
2022 Amount %
(in thousands, except percentages)
Interest expense $ 77 $ 423 $ (346) (81.8) %


	Three Months Ended				Change
	March 31, 2024		March 31, 2023		Amount		%
	(in thousands, except percentages)
Interest expense	$	(677)	$	(77)	$	(600)	779.2	%

~~The $0.3~~Interest expense increased $0.6 million ~~decrease in interest expense~~ for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023. This increase was ~~primarily~~ due to ~~an increase~~a $0.6 million of capitalized interest expense recorded in ~~amounts capitalized as part~~the first quarter of ~~an asset~~2023 in conjunction with the build-out of our distribution ~~centers and reclassified from~~centers. We did not capitalize any interest ~~expense.~~

~~Table of Contents~~

in the same period in 2024.

Other Income, Net

Three Months Ended Change
March 31,
2023 March 31,
2022 Amount %
(in thousands, except percentages)
Other income, net $ (476) $ (303) $ (173) 57.1 %


	Three Months Ended				Change
	March 31, 2024		March 31, 2023		Amount		%
	(in thousands, except percentages)
Other income, net	$	845	$	476	$	369	77.5	%

~~The $0.2 million increase in other~~Other income, net increased $0.4 million for the three months ended March 31, ~~2023~~2024 as compared to the same period in ~~2022~~2023. The increase was primarily due to an increase in interest income on our marketable securities due to a higher interest rate environment.

Table of Contents

Liquidity and Capital Resources

~~We have~~Although we generated $1.4 million in cash flows from operating activities in the first quarter of 2024, we had historically generated negative cash flows from operations and have primarily financed our operations through private and public sales of equity securities and debt. As of March 31, ~~2023,~~2024, we had cash, cash equivalents and short-term marketable securities of ~~$93.5~~$62.5 million. Additionally, we have a term loan facility (“Term Loan”) under which ~~$38.0~~$22.5 million remained available to be drawn as of March 31, ~~2023~~2024 for the purchase of certain equipment, and we were in full compliance with our debt covenants under the Term Loan as of that date. See Note 7, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our Term Loan.

We expect operating losses ~~and negative cash flows from operations~~ to continue in ~~the near term~~2024 as we continue to invest in growing our business and ~~expanding~~ our infrastructure. Our primary sources of liquidity are cash flows generated from operations, cash on hand and borrowings available under the Term Loan. Our primary use of cash includes operating costs such as distribution network spend, product and technology expenses, marketing expenses, personnel expenses and other expenditures necessary to support our operations and our growth. Additionally, our primary capital expenditures are related to the set-up, expansion and/or automation of our distribution network. Based upon our current operating plans, we believe that our existing cash, cash equivalents and short-term marketable securities will be sufficient for at least the next 12 months and beyond to meet our short- and long-term capital requirements, and we do not anticipate expanding our distribution network to include additional locations in the near term. Our cash flow forecast ~~of the period of time through which our financial resources will be adequate to support our operations~~ is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.

Our future capital requirements will depend on many factors, including but not limited to, the timing of our increased distribution center automation and expansion plans to support planned revenue growth, the expansion of sales and marketing activities, the potential introduction of new offerings and new RaaS clients, the continuing growth of our marketplaces and overall economic conditions. However, we expect that our capital expenditures will ~~decline significantly~~be limited in ~~2023~~the remainder of 2024 as we ~~complete~~have completed the first phase of our new distribution center in Texas. ~~We may seek additional equity or debt financing.~~ See the section titled “Risk Factors—Risks Relating to Our Indebtedness and Liquidity—We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing stockholders” within the ~~2022~~2023 10-K.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Three Months Ended

March 31,
2023

March 31,
2022

(in thousands)

Three Months Ended

March 31,
2024

March 31,
2023

(in thousands)

Net cash provided by (used in):

Operating activities

(4,458)

(6,679)

Investing activities

18,900

(7,912)

Financing activities

(1,192)

(1,191)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(540)

(172)

Net change in cash, cash equivalents and restricted cash

12,710

(15,954)

Changes in Cash Flows from Operating Activities

Net cash provided by operating activities was $1.4 million during the three months ended March 31, 2024, compared to net cash used of $4.5 million during the three months ended March 31, 2023. The increase in cash inflows was primarily due to a $3.2 million decrease in our net loss, partially offset by a $0.5 million decrease in non-cash adjustments to net loss, and favorable changes totaling $3.1 million in operating assets and liabilities. The change in operating assets and liabilities was primarily due to a $7.0 million reduction in inventory mainly driven by decreased upfront inventory purchases as we transitioned our RaaS partners and introduced our European operations to the consignment model in 2023 and a $2.4 million increase in accrued and other current and non-current liabilities driven primarily by accrued severance costs related to our workforce reorganization in March 2024. This was partially offset by a $6.5 million decrease in accounts and seller payable primarily due to timing of vendor payments and seller credit cash-outs or redemptions.

2425

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Changes in Cash Flows from ~~Operating~~Investing Activities

Net cash used in operating activities for the three months ended March 31, 2023 decreased $2.2 million, or 33.3%, as compared to the same period in 2022. The decrease in net cash used in operating activities was due to a $6.6 million decrease in net loss excluding non-cash and reconciling items disclosed within our consolidated statement of cash flows, partially offset by $4.3 million of unfavorable changes in operating assets and liabilities. The $6.6 million decrease in net loss excluding non-cash and reconciling items was primarily driven by a favorable change in the reconciling impact of stock-based compensation expense as well as lower net loss. The $4.3 million of unfavorable changes in operating assets and liabilities was primarily driven by unfavorable changes in accrued and other current liabilities, operating lease liabilities, and inventory, partially offset by favorable changes in accounts payable, other current and non-current assets, and other non-current liabilities.

~~Changes in Cash Flows from Investing Activities~~

~~Net cash provided by~~ investing activities for the three months ended March 31, ~~2023~~2024 increased ~~$26.8~~$24.7 million as compared to the same period in ~~2022.~~2023. The increase in ~~net~~ cash ~~provided by investing activities~~outflows was primarily due to a ~~$19.9~~$20.1 million ~~increase~~decrease in maturities of marketable securities and an $8.7 million increase in purchases of marketable securities, offset by a ~~$7.0~~$4.1 million decrease in purchases of property and equipment.

Changes in Cash Flows from Financing Activities

Net cash used in financing activities for the three months ended March 31, ~~2023 remained flat~~2024 increased $0.3 million as compared to the same period in ~~2022~~2023 which was primarily due to ~~offsetting impacts~~$0.6 million of ~~a $1.0 million decrease in repayments of debt against a $1.0 million net increase in cash outflows~~increased taxes paid related to stock-based award ~~activity.~~activity, offset by $0.3 million of increased proceeds from issuance of stock-based awards.

Critical Accounting Policies and Estimates

U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses. Actual results could differ from those estimates.

There have been no material changes to our critical accounting policies since the ~~2022~~2023 10-K. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the ~~2022~~2023 10-K.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

New Accounting Pronouncements

See discussion under Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for information on new accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include:

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Interest Rate Risk

As of March 31, ~~2023,~~2024, we had cash and cash equivalents of ~~$50.7~~$50.1 million and marketable securities of ~~$42.7~~$12.4 million, consisting primarily of money market funds, commercial paper, ~~corporate debt securities,~~ U.S. treasury securities and U.S. government agency bonds, which carry a degree of interest rate risk. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short- to intermediate-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to fluctuations in interest rates.

The Term Loan bears variable interest rates tied to the prime rate, with a floor of ~~6.00%~~4.75%, and therefore carries interest rate risk. If interest rates were to increase or decrease by 1% for the year and our borrowing amounts on the Term Loan remained constant, the increase or decrease to our annual interest expense ~~could increase or decrease by approximately $0.3 million, respectively. See the risk factor discussion captioned~~ would not be material.

~~"Risks Relating to Our Indebtedness and Liquidity—Recent events affecting the financial services industry could have an adverse impact on our business, results~~Table of ~~operations and financial conditions"~~Contents under Part II, Item 1A of this Quarterly Report on Form 10-Q for more discussion on adverse developments affecting the financial services industry that may have an adverse impact on our business, results of operations and financial conditions.

Inflation Risk

~~In recent months,~~As of March 31, 2024, inflation ~~has increased significantly~~remains at elevated levels in the U.S. and overseas where we conduct our business, resulting in rising interest rates and fuel, labor and processing, freight and other costs that have affected our gross margin and operating expenses. We believe these increases have negatively impacted our business, and although difficult to quantify, inflation is potentially having an adverse effect on our customers’ ability to purchase in our marketplaces, resulting in slowing revenue and Order growth. If we are unable to increase our prices to sufficiently offset the rising costs of doing business, our profitability and financial position could be adversely impacted.

Foreign Currency Exchange Rate Risk

We transact business in Europe through Remix in multiple currencies. As a result, our operating results, cash flows and net investment in Remix are subject to fluctuations due to changes in foreign currency exchange rates. As of March 31, ~~2023,~~2024, our most significant currency exposure was the Bulgarian lev. We manage our foreign currency exchange rate risks through natural hedges including foreign currency revenue and costs matching, as well as foreign currency assets offsetting liabilities. We have not entered into any hedging arrangements with respect to foreign currency risk, but we may do so in the future if our exposure to foreign currency becomes more significant.

Assets and liabilities of our foreign operations are translated into dollars at period-end rates, while income and expenses are translated using the average exchange rate during the period in which the transactions occurred. The related translation adjustments were reflected as an unfavorable foreign currency translation adjustment of ~~$0.5~~$0.9 million during the three months ended March 31, ~~2023,~~2024, which was recognized in accumulated other comprehensive loss within our condensed consolidated balance sheet.

A hypothetical 10% change in foreign currency exchange rates would not have had a material impact on our financial condition or results of operations during any of the periods presented.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ~~(“Exchange~~(the “Exchange Act”), as of ~~the end of the period covered by this report.~~March 31, 2024. The term “disclosure controls and procedures,” as defined under the Exchange Act, means controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. ~~Further, no~~

Based on that evaluation, ~~of control can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.~~

~~Because of the material weakness in our internal control over financial reporting discussed below,~~ our Chief Executive Officer and Chief Financial Officer concluded that ~~as of March 31, 2023,~~ our disclosure controls and procedures were ~~not effective. In light~~effective as of this fact, our management, including our Chief Executive Officer and Chief Financial Officer, has put in place processes and controls and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the unaudited interim condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

~~Previously Reported Material Weaknesses in Internal Control Over Financial Reporting~~

As previously described in the 2022 10-K, in connection with the audits of our consolidated financial statements in certain prior years, we and our independent registered public accounting firms identified certain control deficiencies in the design and implementation of our internal control over financial reporting that, in the aggregate, constituted a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.

~~Our material weakness related to the following control deficiency:~~

•We did not design and maintain adequate controls over the preparation and review of certain account reconciliations and journal entries. Specifically, we did not design and maintain controls and we did not maintain a sufficient complement of accounting personnel to ensure account reconciliations were prepared and reviewed at the appropriate level of precision on a consistent and timely basis.

The deficiency described above, if not remediated, could result in a misstatement of one or more account balances or disclosures in our annual or interim consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that this control deficiency constitutes a material weakness.

~~Remediation Plans~~

To address our material weakness, we have added accounting and finance personnel and implemented new financial accounting processes, controls, and systems. We are continuing to take steps to remediate the material weakness described above through hiring additional qualified accounting and finance resources and further evolving our accounting close processes. We will not be able to fully remediate this control deficiency until these steps have been completed and the controls have been operating effectively for a sufficient period of time.March 31, 2024.

Changes in Internal Control over Financial Reporting

~~We are taking actions to remediate the material weakness relating to our internal control over financial reporting, as described above. Except as described above, there was not any change~~There were no changes in our internal control over financial reporting ~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)~~that occurred during our most recent fiscal quarter ended March 31, 2024 that ~~has~~ materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designated and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

Item 1A. Risk Factors

The Company is supplementing the risk factors previously disclosed in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 filed with the SEC on March ~~7, 2023~~5, 2024 (our “Fiscal ~~2022~~2023 10-K”) to include the following risk ~~factor,~~factors, which should be read in conjunction with the other risk factors presented in our Fiscal ~~2022~~2023 10-K.

~~Risks Relating~~

Our ability to incorporate artificial intelligence and machine learning into our business operations successfully may affect our reputation and results of operations.

We use artificial intelligence (“AI”), and machine learning (“ML”) technologies in our business to, among other things, optimize our product presentation and personalize our website experience through advanced search and product recommendations. Our ~~Indebtedness~~strategic plans and ~~Liquidity~~initiatives also include investments in information technology, data science and AI and ML. We may expand our use of AI and ML into other areas of our business including general administrative functions. However, there can be no assurance that we will realize the desired or anticipated benefits from AI and ML. Our investments in AI and ML solutions and features may negatively impact our cost of revenue and gross margins until and unless we are able to increase revenue enough to offset these investments. We may also fail to properly implement or market our AI solutions and features.

~~Recent events affecting~~

In addition, issues relating to our and our vendors’ use of new and evolving technologies such as AI and ML may cause us to experience brand or reputational harm, competitive harm, legal liability and new or enhanced governmental or regulatory scrutiny, and to incur additional costs to resolve such issues. For example, data sets used by AI and ML may be over-broad or insufficient, can include unexpected biases and may also be subject to legal risks and licensing costs. Our vendors may incorporate artificial intelligence tools into their offerings without disclosing this use to us, and the ~~financial services~~providers of artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to the use and governance of artificial intelligence tools. AI algorithms or training methodologies may have flaws and be prone to cybersecurity incidents or service interruptions. Perceived or actual technical, legal, compliance, privacy, security, ethical or other issues relating to the use of AI and ML could undermine the decisions, predictions or analysis that such applications produce and create additional risks, such as risks of cybersecurity incidents or loss of intellectual property and other confidential information, all of which could adversely affect our business and operating results. Developing, testing and deploying AI systems may also increase our operating expenses due to the nature of the computing costs involved in such systems. Further, we may be unable to quickly and successfully adapt to rapid change resulting from advancements in AI and similar technology, or our competitors may have more success implementing and utilizing such technology than we do. Any of these risks could have an adverse ~~impact~~effect on our reputation and results of operations.

The use of AI and ML involves significant technical complexity and requires specialized expertise, and our future success depends on our ability to continue to attract, retain and motivate highly skilled employees, software engineers and other employees with the technical skills in AI, ML and advanced algorithms. Competition for highly skilled employees is intense, particularly in the fields of AI and data science. We may be unable to attract or retain such highly skilled personnel who are critical to our success, which could hinder our ability to keep pace with innovation and technological changes in our industry or result in harm to our business, results of operations and financial ~~conditions.~~condition.

~~On March 10, March 12~~

Our reorganization activities may not lead to expected savings or benefits and ~~May 1 of 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control~~may be disruptive to our operations and ~~was appointed receiver of Silicon Valley Bank, Signature Bank and First Republic Bank, respectively, after each bank was unable to continue their operations. These events exposed vulnerabilities~~harm our business.

We have in the ~~regional banking sector, including liquidity constraints, contagion~~past implemented internal reorganizations designed to reduce our cost structure to better align the operational needs of the business to current economic conditions. In March 2024, we reorganized certain functions within our business to improve efficiencies and ~~solvency risk and other legal uncertainties and caused significant volatility~~reduce overhead costs. We may have additional workforce reorganization initiatives in the ~~market prices~~future to improve our operations, respond to changes in business conditions and markets and to streamline certain key functions to reduce costs. We may not realize expected savings or benefits from reorganization activities, incur additional charges and experience loss of key personnel, disruptions in our operations, and difficulties in the ~~common stock~~timely delivery of ~~certain other regional banks.~~

Although we do not have any deposits with any of the banks that have been placed into receivership to date, we are unable to predict the extent or nature of the impacts of these evolving circumstances at this time. For example, we are party to an amended and restated loan and security agreement with Western Alliance Bank, a regional bank, which provides a term loan and credit facility for an aggregate borrowing amount of up to $70.0 million. As of March 31, 2023, the balance of this debt is $29.3 million. While our restated loan and security agreement requires that we maintain minimum cash deposits with Western Alliance Bank that exceed the FDIC insurance limits, we utilize an insured cash sweep program to extend FDIC insurance to this balance. Further, while we maintain the contractual minimum cash deposits with Western Alliance Bank, most of our cash is invested in managed assets outside of Western Alliance Bank. If Western Alliance Bank or other financial institutions with which we have relationships were to enter into receivership or become insolvent, our ability to access the cash and cash equivalents that we hold at such institutions, as well as our ability to draw on our credit facility, may be impacted. In such an event, itproducts. These factors could become more difficult for us to access sufficient liquidity or acquire financing on commercially reasonable terms or at all. Any such event could adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, which could result in breaches of our financial and other contractual obligations, any of which could materially and adverselynegatively impact our business, results of operations and financial condition.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Pursuant to a share purchase agreement entered into on July 24, 2021, on April 17, 2023 we issued 130,597 shares of our Class A common stock to four sellers who were accredited investors in connection with the acquisition of Remix Global EAD. The share issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.None.

(b)On March ~~30,~~25, 2021, ~~we closed~~the SEC declared our IPO, in which we sold 13,800,000 shares of our Class A common stock at an offering price of $14.00 per share, including 1,800,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $175.5 million after deducting offering costs, underwriting discounts and commissions of $17.7 million. All of the shares offered, issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-253834)~~, which was declared effective by~~ for our IPO effective. We have applied the ~~SEC on March 25, 2021. There has been no material change in the planned use~~entirety of net proceeds from our IPO in accordance with the ~~IPO as disclosed~~description included in our final prospectus filed with the SEC on March 3, 2021 pursuant to Rule 424(b) ~~on March 26, 2021.~~(4).

(c)None.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)None.

(b)None.

(c)Rule 10b5-1 Trading Plans

On March 15, 2024, James Reinhart, Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act for the sale of up to 692,152 shares of the Company’s Class A common stock until June 13, 2024.

On March 15, 2024, Alon Rotem, Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act for the sale of up to 310,135 shares of the Company’s Class A common stock until June 13, 2024.

There were no other Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by our directors or officers during the three months ended March 31, 2024.

Item 6. Exhibits

(a)Exhibit Index:

Incorporated by Reference
Exhibit Number Description Form Exhibit Filing Date
3.1
Amended and Restated Certificate of Incorporation of the Registrant
S-1 3.2 3/3/2021
3.2
Amended and Restated Bylaws of the Registrant, as adopted on February 16, 2023
8-K 3.1 2/21/2023
4.1
Form of Class A common stock certificate of the Registrant
S-1 4.1 3/3/2021
4.2
Tenth Amended and Restated Investors’ Rights Agreement, dated February 16, 2021, by and among the Registrant and certain of its stockholders
S-1 4.2 3/3/2021
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
8-K 10.1 7/20/2022
31.1*
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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Incorporated by Reference

Exhibit Number

Description

Form

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of the Registrant

S-1

3.2

3/3/2021

3.2

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

8-K

3.1

2/21/2023

4.1

Form of Class A common stock certificate of the Registrant

S-1

4.1

3/3/2021

4.2

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

S-1

4.2

3/3/2021

31.1*

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Filed herewith.

** Furnished herewith.

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request.

^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be furnished to the Securities and Exchange Commission upon request.

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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 thereunto duly authorized.


			THREDUP INC.

			By:			/s/ SEAN SOBERS
						Sean Sobers
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Date: May ~~9, 2023~~6, 2024

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