What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-05 · 25 added, 34 removed, 137 unchanged (30% of the section changed)

5 unchanged sentences

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Remediation of Previously Disclosed Material Weakness in Internal Control Over Financial Reporting

In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2022, and as previously described in our Annual Report on Form 10-K for the year ended December 31, 2022 in connection with the audits of our consolidated financial statements in certain prior years, we 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.

To address our material weakness, we have performed the following actions:

• Designed and implemented new and revised manual business process controls and general information technology controls;

• Implemented additional financial and business process applications;

• Hired key accounting personnel.

Once the above remediation actions were completed, we evaluated the design and implementation and tested the operating effectiveness of relevant business process and general information technology controls.

As a result of these remediation efforts, management has concluded that, as of December 31, 2023, the aforementioned material weakness has been remediated.

Changes in Internal Control over Financial Reporting

Except as noted in the preceding section related to the remediation of our material weakness, there were no other changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On November 30, 2024, we divested 91% of our European business and Bulgarian subsidiary, Remix, which qualified for reporting as a discontinued operation.

Accordingly, certain internal controls related to Remix were not subject to management’s assessment of internal control over financial reporting and an internal control related to discontinued operations was executed.

There were no other changes in our internal control over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

15 unchanged sentences

Trading Plans

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the three months ended December 31, 2023, no such plans or other arrangements were adopted or terminated .

James Reinhart , Chief Executive Officer , terminated a Rule 10b5-1 plan on December 11, 2024 .

The plan was adopted on March 15, 2024, providing for the sale of up to 692,152 shares of our common stock.

Alon Rotem , Chief Strategy Officer and Chief Legal Officer , terminated a Rule 10b5-1 plan on December 11, 2024 .

The plan was adopted on March 15, 2024, providing for the sale of up to 310,135 shares of our common stock.

Other than as disclosed above, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2023.

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors.

1 unchanged sentence

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

Insider Trading Policies and Procedures

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, contractors and other personnel providing services to ThredUp, as well as by ThredUp itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and The Nasdaq Stock Market listing standards.

In addition, ThredUp has adopted a Rule 10b5-1 Plan Policy that requires the Company’s employees, officers and directors to get approval for any Rule 10b5-1 plan prior to adoption, modification or amendment of any such plan.

ThredUp will not engage in trading in ThredUp securities, except in compliance with applicable securities laws.

The foregoing summary of the Insider Trading Policy and Rule 10b5-1 Plan Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy and Rule 10b5-1 Plan Policy attached hereto as Exhibit 19.1.

The remaining information required under this Item is incorporated herein by reference to our definitive proxy statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2024.

Executive Compensation

17 unchanged sentences

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of the Registrant.

S-1 333-253834 3.2 3/3/2021

2.1 S tock Purchase A greement dated November 30, 2024

2.1 12/3/2024

3.1 Restated Certificate of Incor poration of the Registrant.

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

20 unchanged sentences

S-1 333-253834 10.7 3/3/2021

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

S-1 333-253834 10.8 3/3/2021

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

S-1 333-253834 10.9 3/3/2021

Offer Letter between the Registrant and Sean Sobers, dated September 30, 2019.

4 unchanged sentences

S-1 333-253834 10.11 3/3/2021

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

S-1 333-253834 10.12 3/3/2021

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

S-1/A 333-253834 10.14 3/17/2021

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

8-K 001-40249 10.10 5/18/2021

10.16 Second Amendment to Amended and Restated Loan and Security Agreement, dated as of December 3, 2021, by and among ThredUp Inc., ThredUp CF LLC, ThredUp Intermediary Holdings LLC, Knitwit GC LLC, and Western Alliance Bank.

10-K 001-40249 10.16 3/22/2022

10.11 †^

2 unchanged sentences

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

Filed herewith

16.1 Letter Re Change in Certifying Accountant — KPMG LLP dated September 6, 2022

10-K 001-40249 10.18 3/05/2024

19.1 Insider Trading Policy and 10b5-1 Plan Policy

Filed herewith

21.1 Subsidiaries of the Registrant

53 unchanged sentences

/s/ DAN NOVA Director March 3, 2025

/s/ CORETHA RUSHING Director March 4, 2024

/s/ NOAM PARANSKY

Director March 3, 2025

Noam Paransky

/s/ CORETHA RUSHING

Director March 3, 2025

Coretha Rushing

/s/ MARCIE VU Director March 4, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures