Form 8-K

8-K — ThredUp Inc.

Accession: 0001484778-26-000015

Filed: 2026-05-04

Period: 2026-05-04

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-20260504.htm (Primary)

EX-99.1 (exhibit991earningsreleaseq.htm)

EX-99.2 (exhibit992supplementalfina.htm)

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8-K

8-K (Primary)

Filename: tdup-20260504.htm · Sequence: 1

tdup-20260504

FALSE000148477800014847782026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 4, 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 May 4, 2026, ThredUp Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 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 May 4, 2026

99.2

Supplemental Financial Information dated May 4, 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: May 4, 2026

EX-99.1

Filename: exhibit991earningsreleaseq.htm · Sequence: 2

Document

Exhibit 99.1

ThredUp Announces First Quarter 2026 Results

•Quarterly revenue of $81.7 million, representing an increase of 15% year-over-year

•Quarterly gross margin of 79.2% and an increase in gross profit of 15% year-over-year

•Record Active Buyers of 1.71 million, representing an increase of 25% year-over-year

•Ended the quarter with cash and cash equivalents, restricted cash, and marketable securities of $54.4 million, up 1.3 million from the previous quarter

•Issued a revised full year 2026 financial outlook, raising expectations for Revenue, Gross Margin and Adjusted EBITDA margin

Oakland, CA — May 4, 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 first quarter ended March 31, 2026 and updated full year 2026 financial outlook.

“We are proud to deliver Q1 out-performance, including a record month for new buyer acquisition,” said ThredUp CEO and co-founder James Reinhart. “As we look ahead, we remain focused on executing our growth plan amidst an ever-changing consumer environment, and building a marketplace that delivers clear value to buyers and convenience for sellers.”

First Quarter 2026 Financial Highlights

•Revenue totaled $81.7 million, an increase of 15% year-over-year.

•Gross Profit and Gross Margin: Gross profit totaled $64.7 million, an increase of 15% year-over-year. Gross margin was 79.2% as compared to 79.1% in the first quarter last year.

•Net loss was $6.5 million, or a negative 7.9% of revenue, for the first quarter 2026, compared to a loss of $5.2 million, or a negative 7.3% of revenue, for the first quarter last year.

•Adjusted EBITDA1 was $2.7 million, or 3.4% of revenue, for the first quarter 2026, compared to $3.8 million, or 5.3% of revenue, for the first quarter last year.

•Active Buyers and Orders: Active Buyers of 1.71 million and Orders of 1.64 million for the first quarter 2026, representing increases of 25% and 19%, respectively, over the first quarter last year.

Financial Outlook1

For the second quarter 2026, ThredUp expects:

•Revenue in the range of $89.0 million to $91.0 million, +16% year-over-year at the midpoint

•Gross margin in the range of 78.5% to 79.5%

•Adjusted EBITDA margin of approximately 5.2%

For the full fiscal year 2026, ThredUp expects:

•Revenue in the range of $351.2 million to $356.2 million, +14% year-over-year at the midpoint

•Gross margin in the range of 78.5% to 79.5%

•Adjusted EBITDA margin of approximately 6.1%

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 second quarter of 2026 and full year 2026, Depreciation and amortization is expected to be $3.4 million and $13.4 million, respectively. In addition, for the second quarter of 2026 and full year 2026, Stock-based compensation expense is expected to be $4.5 million and $19.2 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.

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.

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.

ThredUp Inc.

Condensed Consolidated Balance Sheets

(unaudited)

March 31,

2026 December 31,

2025

(in thousands)

ASSETS

Current assets:

Cash and cash equivalents $ 38,996 $ 38,629

Marketable securities 10,457 9,498

Accounts receivable, net 4,316 2,437

Other current assets 6,616 6,112

Total current assets 60,385 56,676

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

Property and equipment, net 67,704 67,243

Goodwill 10,746 10,746

Other assets 7,185 7,204

Total assets $ 172,373 $ 167,245

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 11,864 $ 10,329

Accrued and other current liabilities 27,112 24,511

Seller payable 18,947 18,264

Operating lease liabilities, current 5,776 5,401

Current portion of long-term debt — 3,875

Total current liabilities 63,699 62,380

Operating lease liabilities, non-current 28,672 28,580

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

Other non-current liabilities 2,871 2,816

Total liabilities 112,982 108,052

Commitments and contingencies

Stockholders’ equity:

Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of March 31, 2026 and December 31, 2025; 129,004 and 127,027 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

12 12

Additional paid-in capital 641,945 635,253

Accumulated other comprehensive income (loss) (19) 3

Accumulated deficit (582,547) (576,075)

Total stockholders’ equity 59,391 59,193

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

ThredUp Inc.

Condensed Consolidated Statements of Operations

(unaudited)

Three Months Ended

March 31,

2026 March 31,

2025

(in thousands, except per share amounts)

Revenue $ 81,671 $ 71,291

Cost of revenue 17,011 14,920

Gross profit 64,660 56,371

Operating expenses:

Operations, product, and technology 41,075 35,126

Marketing 14,941 13,143

Sales, general, and administrative 15,233 13,536

Total operating expenses 71,249 61,805

Operating loss (6,589) (5,434)

Interest expense (384) (514)

Other income, net 525 790

Loss before provision for income taxes (6,448) (5,158)

Provision for income taxes 24 57

Net loss $ (6,472) $ (5,215)

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

Weighted-average shares used to compute loss per share, basic and diluted 127,691 116,698

ThredUp Inc.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

Three Months Ended

March 31,

2026 March 31,

2025

(in thousands)

Net loss $ (6,472) $ (5,215)

Other comprehensive loss, net of tax:

Unrealized loss on available-for-sale securities (22) (5)

Total other comprehensive loss (22) (5)

Total comprehensive loss $ (6,494) $ (5,220)

ThredUp Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

Three Months Ended

March 31,

2026 March 31,

2025

(in thousands)

Cash flows from operating activities:

Net loss $ (6,472) $ (5,215)

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

Stock-based compensation expense 5,503 5,520

Depreciation and amortization 3,306 3,169

Reduction in carrying amount of right-of-use assets 1,144 1,080

Other 17 (183)

Changes in operating assets and liabilities:

Accounts receivable, net (1,880) (667)

Other current and non-current assets (465) (29)

Accounts payable 2,510 4,719

Accrued and other current liabilities 2,061 (1,863)

Seller payable 683 617

Operating lease liabilities (1,653) (1,088)

Other non-current liabilities — (317)

Net cash provided by operating activities 4,754 5,743

Cash flows from investing activities:

Purchases of marketable securities (4,579) (3,214)

Sale and maturities of marketable securities 3,675 10,104

Purchases of property and equipment (4,111) (1,815)

Net cash provided by (used in) investing activities (5,015) 5,075

Cash flows from financing activities:

Payments on debt

(433) (1,000)

Proceeds from issuance of stock-based awards 4,445 1,151

Payments of withholding taxes on stock-based awards (3,384) (1,740)

Net cash provided by (used in) financing activities 628 (1,589)

Net change in cash, cash equivalents and restricted cash 367 9,229

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

Cash, cash equivalents, and restricted cash, end of period $ 43,944 $ 49,717

ThredUp Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(unaudited)

Adjusted EBITDA Reconciliation

Three Months Ended

March 31,

2026 March 31,

2025

(in thousands)

Net loss $ (6,472) $ (5,215)

Stock-based compensation expense 5,503 5,520

Depreciation and amortization 3,306 3,169

Interest expense 384 514

Provision for income taxes 24 57

Severance and other reorganization costs — (3)

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

Non-GAAP Adjusted EBITDA $ 2,745 $ 3,808

Revenue $ 81,671 $ 71,291

Non-GAAP Adjusted EBITDA margin 3.4 % 5.3 %

Free Cash Flow Reconciliation

Three Months Ended

March 31,

2026 March 31,

2025

(in thousands)

Net cash provided by operating activities $ 4,754 $ 5,743

Purchases of property and equipment

(4,111) (1,815)

Non-GAAP free cash flow

$ 643 $ 3,928

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 second quarter 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.

First Quarter 2026 Supplemental Financials

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

Key Financial Metrics for the Quarter

•Revenue of $81.7 million

◦vs. $71.3 million in 1Q25

◦an increase of 14.6% YoY

•Gross profit of $64.7 million

◦vs. $56.4 million in 1Q25

◦an increase of 14.7% YoY

•Gross margin of 79.2%

◦vs. 79.1% in 1Q25

•Net loss of $6.5 million

◦vs. loss of $5.2 million in 1Q25

•Adjusted EBITDA of $2.7 million

◦vs. $3.8 million in 1Q25

•Adjusted EBITDA margin of 3.4%

◦vs. 5.3% in 1Q25

•Cash, cash equivalents, restricted cash and short-term marketable securities were $54.4 million at the quarter end

•Total quarter Active Buyers of 1,713 thousand

◦vs. 1,370 thousand in 1Q25

◦an increase of 25.0% YoY

•Orders of 1,635 thousand

◦vs. 1,371 thousand in 1Q25

◦an increase of 19.3% YoY

Financial Outlook

For second quarter 2026, ThredUp expects:

•Revenue in the range of $89.0 million to $91.0 million

•Gross margin in the range of 78.5% to 79.5%

•Adjusted EBITDA margin of approximately 5.2%

•Depreciation and amortization of approximately $3.4 million

•Stock-based compensation of approximately $4.5 million

•Weighted-average shares of approximately 130 million

For fiscal year 2026, ThredUp expects:

•Revenue in the range $351.2 million to $356.2 million

•Gross margin in the range of 78.5% to 79.5%

•Adjusted EBITDA margin of approximately 6.1%

•Depreciation and amortization of approximately $13.4 million

•Stock-based compensation of approximately $19.2 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 June 30,

2024 September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Revenue $ 66,717 $ 61,514 $ 67,267 $ 71,291 $ 77,657 $ 82,161 $ 79,704 $ 81,671

Cost of revenue 14,159 12,760 13,167 14,920 15,921 16,949 16,270 17,011

Gross profit 52,558 48,754 54,100 56,371 61,736 65,212 63,434 64,660

Gross margin

78.8 % 79.3 % 80.4 % 79.1 % 79.5 % 79.4 % 79.6 % 79.2 %

Operating expenses:

Operations, product and technology 34,975 33,296 36,814 35,126 37,525 38,545 41,663 41,075

Marketing 13,258 12,912 11,618 13,143 16,206 16,186 13,447 14,941

Sales, general and administrative 13,930 13,010 13,823 13,536 13,250 14,869 15,003 15,233

Total operating expenses 62,163 59,218 62,255 61,805 66,981 69,600 70,113 71,249

Operating expenses as a % of revenue

93.2 % 96.3 % 92.5 % 86.7 % 86.3 % 84.7 % 88.0 % 87.2 %

Operating loss (9,605) (10,464) (8,155) (5,434) (5,245) (4,388) (6,679) (6,589)

Operating loss % of revenue (14.4) % (17.0) % (12.1) % (7.6) % (6.8) % (5.3) % (8.4) % (8.1) %

Interest expense (652) (629) (567) (514) (496) (477) (432) (384)

Other income, net 871 739 671 790 596 583 1,541 525

Loss before income taxes (9,386) (10,354) (8,051) (5,158) (5,145) (4,282) (5,570) (6,448)

Provision (benefit) for income taxes

6 4 8 57 31 (34) 5 24

Loss from continuing operations (9,392) (10,358) (8,059) (5,215) (5,176) (4,248) (5,575) (6,472)

Loss from continuing operations margin (14.1) % (16.8) % (12.0) % (7.3) % (6.7) % (5.2) % (7.0) % (7.9) %

Loss from discontinued operations

(4,562) (14,413) (13,648) — — — — —

Net loss $ (13,954) $ (24,771) $ (21,707) $ (5,215) $ (5,176) $ (4,248) $ (5,575) $ (6,472)

ThredUp Inc.

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA

(in thousands, except percentages, unaudited)

Three Months Ended June 30,

2024 September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Loss from continuing operations $ (9,392) $ (10,358) $ (8,059) $ (5,215) $ (5,176) $ (4,248) $ (5,575) $ (6,472)

Stock-based compensation expense 6,719 6,162 6,055 5,520 4,500 4,439 4,544 5,503

Depreciation and amortization 3,622 3,526 6,432 3,169 3,166 3,138 3,451 3,306

Interest expense 652 629 567 514 496 477 432 384

Provision (benefit) for income taxes

6 4 8 57 31 (34) 5 24

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

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

Severance and other reorganization costs

(119) 351 (14) (3) — — — —

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

Adjusted EBITDA $ 1,488 $ 314 $ 4,989 $ 3,808 $ 3,017 $ 3,772 $ 2,927 $ 2,745

Adjusted EBITDA margin 2.2 % 0.5 % 7.4 % 5.3 % 3.9 % 4.6 % 3.7 % 3.4 %

ThredUp Inc.

Active Buyers and Orders

(in thousands, unaudited)

Three Months Ended June 30,

2024 September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Active Buyers

1,257 1,248 1,274 1,370 1,465 1,568 1,650 1,713

Orders

1,271 1,172 1,226 1,371 1,535 1,608 1,561 1,635

ThredUp Inc.

Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses

(in thousands, except percentages, unaudited)

Three Months Ended June 30,

2024 September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Operations, product, and technology $ 34,975 $ 33,296 $ 36,814 $ 35,126 $ 37,525 $ 38,545 $ 41,663 $ 41,075

Marketing 13,258 12,912 11,618 13,143 16,206 16,186 13,447 14,941

Sales, general, and administrative 13,930 13,010 13,823 13,536 13,250 14,869 15,003 15,233

Total operating expenses 62,163 59,218 62,255 61,805 66,981 69,600 70,113 71,249

Less: Stock-based compensation expense (6,719) (6,162) (6,055) (5,520) (4,500) (4,439) (4,544) (5,503)

Less: Severance and other reorganization costs 119 (351) 14 3 — — — —

Total non-GAAP operating expenses $ 55,563 $ 52,705 $ 56,214 $ 56,288 $ 62,481 $ 65,161 $ 65,569 $ 65,746

Non-GAAP operating expenses % of revenue 83.3 % 85.7 % 83.6 % 79.0 % 80.5 % 79.3 % 82.3 % 80.5 %

ThredUp Inc.

Stock-Based Compensation Expense Details

(in thousands, unaudited)

Three Months Ended June 30,

2024 September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Operations, product, and technology $ 2,821 $ 3,046 $ 3,002 $ 2,645 $ 2,306 $ 1,982 $ 2,135 $ 2,434

Marketing 107 112 116 114 112 99 155 219

Sales, general, and administrative 3,791 3,004 2,937 2,761 2,082 2,358 2,255 2,850

Total stock-based compensation expense $ 6,719 $ 6,162 $ 6,055 $ 5,520 $ 4,500 $ 4,439 $ 4,544 $ 5,503

ThredUp Inc.

Severance and Other Reorganization Costs Details

(in thousands, unaudited)

Three Months Ended June 30,

2024 September 30,

2024 December 31,

2024 March 31,

2025 June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Operations, product, and technology $ (94) $ — $ — $ — $ — $ — $ — $ —

Marketing — — — — — — — —

Sales, general, and administrative (25) 351 (14) (3) — — — —

Total severance and other reorganization costs

$ (119) $ 351 $ (14) $ (3) $ — $ — $ — $ —

ThredUp Inc.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Assets:

Current assets:

Cash and cash equivalents $ 40,969 $ 46,218 $ 38,629 $ 38,996

Marketable securities 6,606 4,893 9,498 10,457

Accounts receivable, net 3,799 3,725 2,437 4,316

Other current assets 9,368 5,665 6,112 6,616

Total current assets 60,742 60,501 56,676 60,385

Operating lease right-of-use assets 28,496 27,337 25,376 26,353

Property and equipment, net 67,654 67,901 67,243 67,704

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

Other assets 5,965 5,984 7,204 7,185

Total assets $ 173,603 $ 172,469 $ 167,245 $ 172,373

Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable $ 11,159 $ 12,328 $ 10,329 $ 11,864

Accrued and other current liabilities 26,934 26,279 24,511 27,112

Seller payable 16,345 17,934 18,264 18,947

Operating lease liabilities, current 4,870 5,123 5,401 5,776

Current portion of long-term debt 3,865 3,870 3,875 —

Total current liabilities 63,173 65,534 62,380 63,699

Operating lease liabilities, non-current 31,500 30,058 28,580 28,672

Long-term debt, net of current portion 16,216 15,247 14,276 17,740

Other non-current liabilities 2,507 2,558 2,816 2,871

Total liabilities 113,396 113,397 108,052 112,982

Commitments and contingencies

Stockholders’ equity:

Common stock 12 12 12 12

Additional paid-in capital 626,449 629,560 635,253 641,945

Accumulated other comprehensive income (loss) (2) — 3 (19)

Accumulated deficit (566,252) (570,500) (576,075) (582,547)

Total stockholders’ equity 60,207 59,072 59,193 59,391

Total liabilities and stockholders’ equity $ 173,603 $ 172,469 $ 167,245 $ 172,373

ThredUp Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Three Months Ended June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Cash flows from operating activities:

Net loss $ (5,176) $ (4,248) $ (5,575) $ (6,472)

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

Stock-based compensation expense 4,500 4,439 4,544 5,503

Depreciation and amortization 3,166 3,138 3,451 3,306

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

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

Other 34 66 (750) 17

Changes in operating assets and liabilities:

Accounts receivable, net 435 74 1,288 (1,880)

Other current and non-current assets 125 58 (520) (465)

Accounts payable (1,965) 1,622 (2,955) 2,510

Accrued and other current liabilities (1,079) (680) (2,357) 2,061

Seller payable 586 1,589 330 683

Operating lease liabilities (1,243) (1,235) (1,201) (1,653)

Other non-current liabilities (183) — — —

Net cash provided by (used in) operating activities 344 6,028 (1,463) 4,754

Cash flows from investing activities:

Purchases of marketable securities (5,875) (3,872) (7,762) (4,579)

Sale and maturities of marketable securities 5,050 5,650 3,225 3,675

Purchases of property and equipment (3,279) (3,651) (1,727) (4,111)

Net cash used in investing activities (4,104) (1,873) (6,264) (5,015)

Cash flows from financing activities:

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

Proceeds from issuance of stock-based awards 13,701 6,915 6,164 4,445

Payment of withholding taxes on stock-based awards (9,029) (8,446) (5,113) (3,384)

Net cash provided by (used in) financing activities 3,672 (2,531) 51 628

Net change in cash, cash equivalents, and restricted cash (88) 1,624 (7,676) 367

Cash, cash equivalents, and restricted cash, beginning of period 49,717 49,629 51,253 43,577

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

ThredUp Inc.

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

(in thousands, unaudited)

Three Months Ended June 30,

2025 September 30,

2025 December 31,

2025 March 31,

2026

Net cash provided by (used in) operating activities $ 344 $ 6,028 $ (1,463) $ 4,754

Purchases of property and equipment

(3,279) (3,651) (1,727) (4,111)

Non-GAAP free cash flow $ (2,935) $ 2,377 $ (3,190) $ 643

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 second quarter 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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