Form 8-K

8-K — ThredUp Inc.

Accession: 0001484778-26-000024

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001484778

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tdup-20260805.htm (Primary)

EX-99.1 (exhibit991earningsreleaseq.htm)

EX-99.2 (exhibit992supplementalfina.htm)

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8-K

8-K (Primary)

Filename: tdup-20260805.htm · Sequence: 1

tdup-20260805

FALSE000148477800014847782026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

ThredUp Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40249 26-4009181

(State or other jurisdiction of incorporation) (Commission File Number) (IRS 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)

Not applicable

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

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

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

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

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share TDUP

The Nasdaq Stock Market LLC

Long-Term Stock Exchange

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

Emerging growth company ☒

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

Item 2.02. Results of Operations and Financial Condition

On August 5, 2026, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of the supplemental financial information is attached hereto as Exhibit 99.2. The press release and supplemental financial information are incorporated herein by reference.

The information in this Current Report on Form 8-K and the exhibits attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits.

Exhibit Number Description

99.1

Press Release dated August 5, 2026

99.2

Supplemental Financial Information dated August 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

THREDUP INC.

By: /s/ SEAN SOBERS

Sean Sobers

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: August 5, 2026

EX-99.1

Filename: exhibit991earningsreleaseq.htm · Sequence: 2

Document

Exhibit 99.1

ThredUp Announces Second Quarter 2026 Results

•Record quarterly revenue of $90.8 million, representing an increase of 17% year-over-year

•Quarterly gross margin of 79.9% and an increase in gross profit of 17% year-over-year

•Record Active Buyers of 1.77 million, representing an increase of 21% year-over-year

•Ended the quarter with cash and cash equivalents, restricted cash, and marketable securities of $57.4 million, up $3.0 million from the previous quarter

Oakland, CA — August 5, 2026 — ThredUp Inc. (Nasdaq: TDUP, LTSE: TDUP), one of the largest online resale platforms for apparel, shoes, and accessories, announced today its financial results for the second quarter ended June 30, 2026, and updated its financial outlook for the third quarter, fourth quarter, and full year 2026.

“We're pleased with our Q2 results, which exceeded our expectations across the board," said ThredUp CEO and co-founder James Reinhart. "Our fundamentals remain strong, active buyers are growing, supply quality is improving, and we're methodically expanding Adjusted EBITDA. Despite strong execution in Q2, we are updating our guidance for the second half of the year to reflect ongoing economic uncertainty affecting the most price-sensitive buyers in our marketplace.”

Second Quarter 2026 Financial Highlights

•Revenue totaled $90.8 million, an increase of 17% year-over-year.

•Gross Profit and Gross Margin: Gross profit totaled $72.5 million, an increase of 17% year-over-year. Gross margin was 79.9% as compared to 79.5% in the second quarter last year.

•Net loss was $5.9 million, or a negative 6.5% of revenue, for the second quarter 2026, compared to a loss of $5.2 million, or a negative 6.7% of revenue, for the second quarter last year.

•Adjusted EBITDA1 was $4.8 million, or 5.3% of revenue, for the second quarter 2026, compared to $3.0 million, or 3.9% of revenue, for the second quarter last year.

•Active Buyers and Orders: Active Buyers of 1.77 million and Orders of 1.87 million for the second quarter 2026, representing increases of 21% and 22%, respectively, over the second quarter last year.

Financial Outlook1

For the third quarter 2026, ThredUp expects:

•Revenue in the range of $87.0 million to $89.0 million, +7% year-over-year growth at the midpoint, and a 20.3% two-year average growth rate

•Gross margin in the range of 78.0% to 79.0%

•Adjusted EBITDA margin of approximately 4.0%

For the fourth quarter 2026, ThredUp expects:

•Revenue in the range of $85.0 million to $87.0 million, +8% year-over-year growth at the midpoint, and a 13.2% two-year average growth rate

•Gross margin in the range of 77.5% to 78.5%

•Adjusted EBITDA margin of approximately 6.0%

For the full fiscal year 2026, ThredUp expects:

•Revenue in the range of $344.4 million to $348.4 million, +11% year-over-year growth at the midpoint, and a 15.5% two-year average growth rate

•Gross margin in the range of 78.7% to 79.1%

•Adjusted EBITDA margin of approximately 4.7%

ThredUp is not providing a quantitative reconciliation of forward-looking guidance of the Non-GAAP measure Adjusted EBITDA margin to net loss margin, the most directly comparable financial measures under GAAP because certain items are out of ThredUp’s control or cannot be reasonably predicted. We calculate Adjusted EBITDA as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, provision for income taxes, severance and other reorganization costs, and gains related to non-marketable equity investment. Adjusted EBITDA margin represents Adjusted EBITDA divided by Revenue for the same period. Accordingly, a reconciliation for Adjusted EBITDA in order to calculate forward-looking Adjusted EBITDA margin is not available without unreasonable effort. However, for the third and fourth quarters of 2026 and full year 2026, Depreciation and amortization is expected to be $3.3 million, $3.3 million and $14.0 million, respectively. In addition, for the third and fourth quarters of 2026 and full year 2026, Stock-based compensation expense is expected to be $5.9 million, $5.9 million and $23.3 million, respectively. These items are uncertain, depend on various factors, and could result in projected net loss being materially greater than is indicated by the currently estimated Adjusted EBITDA margin.

ThredUp is not providing a quantitative reconciliation for free cash flow estimates on a forward-looking basis because it is unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of Net cash provided by operating activities and certain reconciling items on a forward-looking basis, which could be significant to the Company's results.

1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See “Reconciliation of GAAP to Non-GAAP Financial Measures” for a detailed reconciliation of these non-GAAP measures to the most directly comparable GAAP measures and “Non-GAAP Financial Measures and Other Operating and Business Metrics” for a discussion of why we believe these non-GAAP measures are useful.

Conference Call and Webcast Information

•The live and archived webcast and all related earnings materials will be available at ThredUp’s investor relations website: ir.thredup.com/news-events/events-and-presentations.

ThredUp Inc.

Condensed Consolidated Balance Sheets

(unaudited)

June 30,

2026 December 31,

2025

(in thousands)

ASSETS

Current assets:

Cash and cash equivalents $ 42,169 $ 38,629

Marketable securities 10,261 9,498

Accounts receivable, net 2,619 2,437

Other current assets 6,159 6,112

Total current assets 61,208 56,676

Operating lease right-of-use assets 25,182 25,376

Property and equipment, net 65,901 67,243

Goodwill 10,746 10,746

Other assets 7,105 7,204

Total assets $ 170,142 $ 167,245

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 13,474 $ 10,329

Accrued and other current liabilities 22,920 24,511

Seller payable 19,463 18,264

Operating lease liabilities, current 5,767 5,401

Current portion of long-term debt — 3,875

Total current liabilities 61,624 62,380

Operating lease liabilities, non-current 27,120 28,580

Long-term debt, net of current portion 17,722 14,276

Other non-current liabilities 2,928 2,816

Total liabilities 109,394 108,052

Commitments and contingencies

Stockholders’ equity:

Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of June 30, 2026 and December 31, 2025; 131,296 and 127,027 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

13 12

Additional paid-in capital 649,257 635,253

Accumulated other comprehensive income (loss) (40) 3

Accumulated deficit (588,482) (576,075)

Total stockholders’ equity 60,748 59,193

Total liabilities and stockholders’ equity $ 170,142 $ 167,245

ThredUp Inc.

Condensed Consolidated Statements of Operations

(unaudited)

Three Months Ended Six Months Ended

June 30,

2026 June 30,

2025 June 30,

2026 June 30,

2025

(in thousands, except per share amounts)

Revenue $ 90,767 $ 77,657 $ 172,438 $ 148,948

Cost of revenue 18,243 15,921 35,254 30,841

Gross profit 72,524 61,736 137,184 118,107

Operating expenses:

Operations, product, and technology 45,115 37,525 86,190 72,651

Marketing 17,761 16,206 32,702 29,349

Sales, general, and administrative 15,761 13,250 30,994 26,786

Total operating expenses 78,637 66,981 149,886 128,786

Operating loss (6,113) (5,245) (12,702) (10,679)

Interest expense (299) (496) (683) (1,010)

Other income, net 504 596 1,029 1,386

Loss before provision for income taxes (5,908) (5,145) (12,356) (10,303)

Provision for income taxes 27 31 51 88

Net loss $ (5,935) $ (5,176) $ (12,407) $ (10,391)

Loss per share, basic and diluted $ (0.05) $ (0.04) $ (0.10) $ (0.09)

Weighted-average shares used to compute loss per share, basic and diluted 129,854 120,275 128,779 118,496

ThredUp Inc.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

Three Months Ended Six Months Ended

June 30,

2026 June 30,

2025 June 30,

2026 June 30,

2025

(in thousands)

Net loss $ (5,935) $ (5,176) $ (12,407) $ (10,391)

Other comprehensive loss, net of tax:

Unrealized loss on available-for-sale securities (21) — (43) (5)

Total other comprehensive loss (21) — (43) (5)

Total comprehensive loss $ (5,956) $ (5,176) $ (12,450) $ (10,396)

ThredUp Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

Six Months Ended

June 30,

2026 June 30,

2025

(in thousands)

Cash flows from operating activities:

Net loss $ (12,407) $ (10,391)

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation expense 11,428 10,020

Depreciation and amortization 7,407 6,335

Reduction in carrying amount of right-of-use assets 2,316 2,224

Other 65 (149)

Changes in operating assets and liabilities:

Accounts receivable, net (183) (232)

Other current and non-current assets (61) 96

Accounts payable 2,822 2,754

Accrued and other current liabilities (168) (2,942)

Seller payable 1,199 1,203

Operating lease liabilities (3,214) (2,331)

Other non-current liabilities — (500)

Net cash provided by operating activities 9,204 6,087

Cash flows from investing activities:

Purchases of marketable securities (10,245) (9,089)

Sale and maturities of marketable securities 9,553 15,154

Purchases of property and equipment (6,778) (5,094)

Net cash provided by (used in) investing activities (7,470) 971

Cash flows from financing activities:

Payments on debt

(469) (2,000)

Proceeds from issuance of stock-based awards 8,392 14,852

Payments of withholding taxes on stock-based awards (6,117) (10,769)

Net cash provided by financing activities 1,806 2,083

Net change in cash, cash equivalents and restricted cash 3,540 9,141

Cash, cash equivalents, and restricted cash, beginning of period 43,577 40,488

Cash, cash equivalents, and restricted cash, end of period $ 47,117 $ 49,629

ThredUp Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(unaudited)

Adjusted EBITDA Reconciliation

Three Months Ended Six Months Ended

June 30,

2026 June 30,

2025 June 30,

2026 June 30,

2025

(in thousands)

Net loss $ (5,935) $ (5,176) $ (12,407) $ (10,391)

Stock-based compensation expense 5,925 4,500 11,428 10,020

Depreciation and amortization 4,101 3,166 7,407 6,335

Interest expense 299 496 683 1,010

Provision for income taxes 27 31 51 88

Severance and other reorganization costs 362 — 362 (3)

Gains related to non-marketable equity investments — — — (234)

Non-GAAP Adjusted EBITDA $ 4,779 $ 3,017 $ 7,524 $ 6,825

Revenue $ 90,767 $ 77,657 $ 172,438 $ 148,948

Non-GAAP Adjusted EBITDA margin 5.3 % 3.9 % 4.4 % 4.6 %

Free Cash Flow Reconciliation

Six Months Ended

June 30,

2026 June 30,

2025

(in thousands)

Net cash provided by operating activities $ 9,204 $ 6,087

Purchases of property and equipment

(6,778) (5,094)

Non-GAAP free cash flow

$ 2,426 $ 993

Investors

ir@thredup.com

Media

media@thredup.com

About ThredUp

ThredUp is transforming resale with technology and a mission to inspire the world to think secondhand first. By making it easy to buy and sell secondhand, ThredUp has become one of the world's largest online resale platforms for apparel, shoes and accessories. Sellers 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. Buyers enjoy shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Our proprietary operating platform is the foundation for our managed marketplace and consists of distributed processing infrastructure, proprietary software and systems and data science expertise. With ThredUp’s Resale-as-a-Service, some of the world's leading brands and retailers are leveraging our platform to deliver customizable, scalable resale experiences to their customers. ThredUp has processed over 200 million unique secondhand items from 60,000 brands across 100 categories. By extending the life cycle of clothing, ThredUp is changing the way consumers shop and ushering in a more sustainable future for the fashion industry.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally 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”, “looking ahead”, “looking forward,” “seeking” 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 in this release include, but are not limited to, guidance on financial results for the third and fourth quarters and full year of 2026; statements about future free cash flow, operating results, capital expenditures and other developments in our business and our long term growth; trends, consumer demand and growth in the online resale markets; the momentum of our business; our investments in technology and infrastructure, including with respect to AI technologies; the impact of tariffs and other changes to global trade on our business; the success and expansion of our RaaS® model and the timing and plans for future RaaS® clients; the implementation and success of direct selling and premium listings on ThredUp; our ability to attract new Active Buyers, including our efforts to make resale more engaging and accessible to a wider audience through innovative shopping experiences, such as the launch of our rebrand; and legal and regulatory developments.

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, Active Buyers, and sellers; our ability to achieve and maintain 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; 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 tariffs, inflationary pressures, interest rate volatility, changing consumer habits, climate change and general global economic uncertainty; our ability to comply with applicable laws and regulations; and our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments. More information on these risks and other potential factors 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”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The forward-looking statements in this release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing ThredUp’s views as of any date subsequent to the date of this press release.

Additional information regarding these and other factors that could affect ThredUp's results is included in ThredUp’s SEC filings, which may be obtained by visiting our Investor Relations website at ir.thredup.com or the SEC's website at www.sec.gov.

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.

Non-GAAP Financial Measures and Other Operating and Business Metrics

This press release and the accompanying tables contain non-GAAP financial measures, including: Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and other operating and business metrics. In addition to our results determined in accordance with GAAP, we believe that these non-GAAP financial measures and other operating and business metrics, are useful in evaluating our operating performance and enhancing an overall understanding of our financial position. We use these measures and metrics to evaluate and assess our operating performance, and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, 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. Our non-GAAP financial measures and other operating and business metrics are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures and other operating and business metrics used by other companies.

We encourage investors to review our results determined in accordance with GAAP and the accompanying reconciliations for more information.

A reconciliation is provided above for Non-GAAP Adjusted EBITDA to Net loss, the most directly comparable financial measure stated in accordance with GAAP. We calculate Non-GAAP Adjusted EBITDA as Net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, provision for income taxes, severance and other reorganization costs, and gains related to non-marketable equity investment. Non-GAAP Adjusted EBITDA margin represents Non-GAAP Adjusted EBITDA divided by Revenue for the same period.

A reconciliation is provided above for Non-GAAP free cash flow to Net cash provided by operating activities, the most directly comparable financial measure stated in accordance with GAAP. We calculate Non-GAAP free cash flow as Net cash provided by operating activities reduced by Purchases of property and equipment.

An Active Buyer is a ThredUp buyer who has made at least one purchase in the last twelve months. A 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 accounts and count as multiple Active Buyers.

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

EX-99.2

Filename: exhibit992supplementalfina.htm · Sequence: 3

Document

Exhibit 99.2

ThredUp Inc.

Second Quarter 2026 Supplemental Financials

All results reported are for continuing operations, unless otherwise noted.

Key Financial Metrics for the Quarter

•Revenue of $90.8 million

◦vs. $77.7 million in 2Q25

◦an increase of 17% YoY

•Gross profit of $72.5 million

◦vs. $61.7 million in 2Q25

◦an increase of 17% YoY

•Gross margin of 79.9%

◦vs. 79.5% in 2Q25

•Net loss of $5.9 million

◦vs. loss of $5.2 million in 2Q25

•Adjusted EBITDA of $4.8 million

◦vs. $3.0 million in 2Q25

•Adjusted EBITDA margin of 5.3%

◦vs. 3.9% in 2Q25

•Cash, cash equivalents, restricted cash and short-term marketable securities were $57.4 million at the quarter end

•Total quarter Active Buyers of 1,771 thousand

◦vs. 1,465 thousand in 2Q25

◦an increase of 21% YoY

•Orders of 1,871 thousand

◦vs. 1,535 thousand in 2Q25

◦an increase of 22% YoY

Financial Outlook

For third quarter 2026, ThredUp expects:

•Revenue in the range of $87.0 million to $89.0 million

•Gross margin in the range of 78.0% to 79.0%

•Adjusted EBITDA margin of approximately 4.0%

•Depreciation and amortization of approximately $3.3 million

•Stock-based compensation of approximately $5.9 million

•Weighted-average shares of approximately 132 million

For fourth quarter 2026, ThredUp expects:

•Revenue in the range of $85.0 million to $87.0 million

•Gross margin in the range of 77.5% to 78.5%

•Adjusted EBITDA margin of approximately 6.0%

•Depreciation and amortization of approximately $3.3 million

•Stock-based compensation of approximately $5.9 million

•Weighted-average shares of approximately 133 million

For fiscal year 2026, ThredUp expects:

•Revenue in the range $344.4 million to $348.4 million

•Gross margin in the range of 78.7% to 79.1%

•Adjusted EBITDA margin of approximately 4.7%

•Depreciation and amortization of approximately $14.0 million

•Stock-based compensation of approximately $23.3 million

•Weighted-average shares of approximately 131 million

Conference Call and Webcast

•The live and archived webcast and all related earnings materials will be available at ThredUp’s investor relations website: ir.thredup.com/news-events/events-and-presentations.

ThredUp Inc.

Condensed Consolidated Statements of Operations

(in thousands, except percentages, unaudited)

Three Months Ended September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Revenue $ 61,514 $ 67,267 $ 71,291 $ 77,657 $ 82,161 $ 79,704 $ 81,671 $ 90,767

Cost of revenue 12,760 13,167 14,920 15,921 16,949 16,270 17,011 18,243

Gross profit 48,754 54,100 56,371 61,736 65,212 63,434 64,660 72,524

Gross margin

79.3 % 80.4 % 79.1 % 79.5 % 79.4 % 79.6 % 79.2 % 79.9 %

Operating expenses:

Operations, product and technology 33,296 36,814 35,126 37,525 38,545 41,663 41,075 45,115

Marketing 12,912 11,618 13,143 16,206 16,186 13,447 14,941 17,761

Sales, general and administrative 13,010 13,823 13,536 13,250 14,869 15,003 15,233 15,761

Total operating expenses 59,218 62,255 61,805 66,981 69,600 70,113 71,249 78,637

Operating expenses as a % of revenue

96.3 % 92.5 % 86.7 % 86.3 % 84.7 % 88.0 % 87.2 % 86.6 %

Operating loss (10,464) (8,155) (5,434) (5,245) (4,388) (6,679) (6,589) (6,113)

Operating loss % of revenue (17.0) % (12.1) % (7.6) % (6.8) % (5.3) % (8.4) % (8.1) % (6.7) %

Interest expense (629) (567) (514) (496) (477) (432) (384) (299)

Other income, net 739 671 790 596 583 1,541 525 504

Loss before income taxes (10,354) (8,051) (5,158) (5,145) (4,282) (5,570) (6,448) (5,908)

Provision (benefit) for income taxes

4 8 57 31 (34) 5 24 27

Loss from continuing operations (10,358) (8,059) (5,215) (5,176) (4,248) (5,575) (6,472) (5,935)

Loss from continuing operations margin (16.8) % (12.0) % (7.3) % (6.7) % (5.2) % (7.0) % (7.9) % (6.5) %

Loss from discontinued operations

(14,413) (13,648) — — — — — —

Net loss $ (24,771) $ (21,707) $ (5,215) $ (5,176) $ (4,248) $ (5,575) $ (6,472) $ (5,935)

ThredUp Inc.

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA

(in thousands, except percentages, unaudited)

Three Months Ended September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Loss from continuing operations $ (10,358) $ (8,059) $ (5,215) $ (5,176) $ (4,248) $ (5,575) $ (6,472) $ (5,935)

Stock-based compensation expense 6,162 6,055 5,520 4,500 4,439 4,544 5,503 5,925

Depreciation and amortization 3,526 6,432 3,169 3,166 3,138 3,451 3,306 4,101

Interest expense 629 567 514 496 477 432 384 299

Provision (benefit) for income taxes

4 8 57 31 (34) 5 24 27

Impairment of long-lived assets — — — — — 1,070 — —

Legal settlement and fees — — — — — 250 — —

Severance and other reorganization costs

351 (14) (3) — — — — 362

Gain on sale of non-marketable equity investment — — (234) — — (1,250) — —

Adjusted EBITDA $ 314 $ 4,989 $ 3,808 $ 3,017 $ 3,772 $ 2,927 $ 2,745 $ 4,779

Adjusted EBITDA margin 0.5 % 7.4 % 5.3 % 3.9 % 4.6 % 3.7 % 3.4 % 5.3 %

ThredUp Inc.

Active Buyers and Orders

(in thousands, unaudited)

Three Months Ended September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Active Buyers

1,248 1,274 1,370 1,465 1,568 1,650 1,713 1,771

Orders

1,172 1,226 1,371 1,535 1,608 1,561 1,635 1,871

ThredUp Inc.

Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses

(in thousands, except percentages, unaudited)

Three Months Ended September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Operations, product, and technology $ 33,296 $ 36,814 $ 35,126 $ 37,525 $ 38,545 $ 41,663 $ 41,075 $ 45,115

Marketing 12,912 11,618 13,143 16,206 16,186 13,447 14,941 17,761

Sales, general, and administrative 13,010 13,823 13,536 13,250 14,869 15,003 15,233 15,761

Total operating expenses 59,218 62,255 61,805 66,981 69,600 70,113 71,249 78,637

Less: Stock-based compensation expense (6,162) (6,055) (5,520) (4,500) (4,439) (4,544) (5,503) (5,925)

Less: Severance and other reorganization costs (351) 14 3 — — — — (362)

Total non-GAAP operating expenses $ 52,705 $ 56,214 $ 56,288 $ 62,481 $ 65,161 $ 65,569 $ 65,746 $ 72,350

Non-GAAP operating expenses % of revenue 85.7 % 83.6 % 79.0 % 80.5 % 79.3 % 82.3 % 80.5 % 79.7 %

ThredUp Inc.

Stock-Based Compensation Expense Details

(in thousands, unaudited)

Three Months Ended September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Operations, product, and technology $ 3,046 $ 3,002 $ 2,645 $ 2,306 $ 1,982 $ 2,135 $ 2,434 $ 2,625

Marketing 112 116 114 112 99 155 219 257

Sales, general, and administrative 3,004 2,937 2,761 2,082 2,358 2,255 2,850 3,043

Total stock-based compensation expense $ 6,162 $ 6,055 $ 5,520 $ 4,500 $ 4,439 $ 4,544 $ 5,503 $ 5,925

ThredUp Inc.

Severance and Other Reorganization Costs Details

(in thousands, unaudited)

Three Months Ended September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Operations, product, and technology $ — $ — $ — $ — $ — $ — $ — $ (286)

Marketing — — — — — — — —

Sales, general, and administrative 351 (14) (3) — — — — (76)

Total severance and other reorganization costs

$ 351 $ (14) $ (3) $ — $ — $ — $ — $ (362)

ThredUp Inc.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Assets:

Current assets:

Cash and cash equivalents $ 46,218 $ 38,629 $ 38,996 $ 42,169

Marketable securities 4,893 9,498 10,457 10,261

Accounts receivable, net 3,725 2,437 4,316 2,619

Other current assets 5,665 6,112 6,616 6,159

Total current assets 60,501 56,676 60,385 61,208

Operating lease right-of-use assets 27,337 25,376 26,353 25,182

Property and equipment, net 67,901 67,243 67,704 65,901

Goodwill 10,746 10,746 10,746 10,746

Other assets 5,984 7,204 7,185 7,105

Total assets $ 172,469 $ 167,245 $ 172,373 $ 170,142

Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable $ 12,328 $ 10,329 $ 11,864 $ 13,474

Accrued and other current liabilities 26,279 24,511 27,112 22,920

Seller payable 17,934 18,264 18,947 19,463

Operating lease liabilities, current 5,123 5,401 5,776 5,767

Current portion of long-term debt 3,870 3,875 — —

Total current liabilities 65,534 62,380 63,699 61,624

Operating lease liabilities, non-current 30,058 28,580 28,672 27,120

Long-term debt, net of current portion 15,247 14,276 17,740 17,722

Other non-current liabilities 2,558 2,816 2,871 2,928

Total liabilities 113,397 108,052 112,982 109,394

Commitments and contingencies

Stockholders’ equity:

Common stock 12 12 12 13

Additional paid-in capital 629,560 635,253 641,945 649,257

Accumulated other comprehensive income (loss) — 3 (19) (40)

Accumulated deficit (570,500) (576,075) (582,547) (588,482)

Total stockholders’ equity 59,072 59,193 59,391 60,748

Total liabilities and stockholders’ equity $ 172,469 $ 167,245 $ 172,373 $ 170,142

ThredUp Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Three Months Ended September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Cash flows from operating activities:

Net loss $ (4,248) $ (5,575) $ (6,472) $ (5,935)

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

Stock-based compensation expense 4,439 4,544 5,503 5,925

Depreciation and amortization 3,138 3,451 3,306 4,101

Reduction in carrying amount of right-of-use assets 1,205 1,212 1,144 1,172

Impairment of long-lived assets — 1,070 — —

Other 66 (750) 17 48

Changes in operating assets and liabilities:

Accounts receivable, net 74 1,288 (1,880) 1,697

Other current and non-current assets 58 (520) (465) 404

Accounts payable 1,622 (2,955) 2,510 312

Accrued and other current liabilities (680) (2,357) 2,061 (2,229)

Seller payable 1,589 330 683 516

Operating lease liabilities (1,235) (1,201) (1,653) (1,561)

Net cash provided by (used in) operating activities 6,028 (1,463) 4,754 4,450

Cash flows from investing activities:

Purchases of marketable securities (3,872) (7,762) (4,579) (5,666)

Sale and maturities of marketable securities 5,650 3,225 3,675 5,878

Purchases of property and equipment (3,651) (1,727) (4,111) (2,667)

Net cash used in investing activities (1,873) (6,264) (5,015) (2,455)

Cash flows from financing activities:

Payments on debt (1,000) (1,000) (433) (36)

Proceeds from issuance of stock-based awards 6,915 6,164 4,445 3,947

Payment of withholding taxes on stock-based awards (8,446) (5,113) (3,384) (2,733)

Net cash provided by (used in) financing activities (2,531) 51 628 1,178

Net change in cash, cash equivalents, and restricted cash 1,624 (7,676) 367 3,173

Cash, cash equivalents, and restricted cash, beginning of period 49,629 51,253 43,577 43,944

Cash, cash equivalents, and restricted cash, end of period $ 51,253 $ 43,577 $ 43,944 $ 47,117

ThredUp Inc.

Reconciliation of Net Cash Provided By (Used In) Operating Activities to Non-GAAP Free Cash Flow

(in thousands, unaudited)

Three Months Ended September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026

Net cash provided by (used in) operating activities $ 6,028 $ (1,463) $ 4,754 $ 4,450

Purchases of property and equipment

(3,651) (1,727) (4,111) (2,667)

Non-GAAP free cash flow $ 2,377 $ (3,190) $ 643 $ 1,783

Investors

ir@thredup.com

Media

media@thredup.com

About ThredUp

Forward-Looking Statements

This financial supplement contains forward-looking statements within the meaning of the federal securities laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally 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”, “looking ahead,” “looking forward,” “seeking” 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 in this financial supplement include, but are not limited to, guidance on financial results for the third and fourth quarters and full year of 2026; statements about future free cash flow, operating results, capital expenditures and other developments in our business and our long term growth; trends, consumer demand and growth in the online resale markets; the momentum of our business; our investments in technology and infrastructure, including with respect to AI technologies; the impact of tariffs and other changes to global trade on our business; the success and expansion of our RaaS® model and the timing and plans for future RaaS® clients;the implementation and success of direct selling and premium listings on ThredUp; our ability to attract new Active Buyers, including our efforts to make resale more engaging and accessible to a wider audience through innovative shopping experiences, such as the launch of our rebrand; and legal and regulatory developments.

More information on these risks and other potential factors 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”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The forward-looking statements in this financial supplement are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing ThredUp’s views as of any date subsequent to the date of this financial supplement.

Non-GAAP Financial Measures and Other Operating and Business Metrics

This financial supplement and the accompanying tables contain non-GAAP financial measures: Adjusted EBITDA from continuing operations, Adjusted EBITDA from continuing operations margin, Non-GAAP operating expenses, and Non-GAAP free cash flow. In addition to our results determined in accordance with GAAP, we believe that these non-GAAP financial measures, are useful in evaluating our operating performance. We use these non-GAAP financial 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 these non-GAAP financial measures, 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. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies.

A reconciliation is provided above for Non-GAAP Adjusted EBITDA from continuing operations to Loss from continuing operations, the most directly comparable financial measures stated in accordance with GAAP. We calculate Adjusted EBITDA from continuing operations as Loss from continuing operations adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, provision (benefit) for income taxes, impairment of long-lived assets, legal settlement and fees, severance and other reorganization costs, and gains related to non-marketable equity investment.

A reconciliation is provided above for Non-GAAP operating expenses to Total operating expenses, the most directly comparable financial measures stated in accordance with GAAP. Non-GAAP operating expenses are Total operating expenses adjusted to exclude stock-based compensation expense and severance and other reorganization costs.

A reconciliation is provided above for Non-GAAP free cash flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure stated in accordance with GAAP. We calculate Non-GAAP free cash flow as Net cash provided by (used in) operating activities reduced by Purchases of property and equipment.

ThredUp is not providing a quantitative reconciliation of forward-looking guidance of the non-GAAP measures above, including Adjusted EBITDA margin to net loss margin, the most directly comparable financial measure under GAAP, because certain items are out of ThredUp’s control or cannot be reasonably predicted. We calculate Adjusted EBITDA as net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, provision (benefit) for income taxes, impairment of long-lived assets, legal settlement and fees, severance and other reorganization costs, and gains related to non-marketable equity investment. Adjusted EBITDA margin represents Adjusted EBITDA divided by Revenue for the same period. Accordingly, a reconciliation for Adjusted EBITDA in order to calculate forward-looking Adjusted EBITDA margin is not available without unreasonable effort. These items are uncertain, depend on various factors, and could result in projected net loss margin being materially greater than is indicated by the currently estimated Adjusted EBITDA margin.

We encourage investors to review our results determined in accordance with GAAP and the accompanying reconciliations for more information.

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

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