ThredUp Inc
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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Item 15. Exhibit and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K, or incorporated herein by reference:
Financial Statements. The financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this document are filed as part of this Annual Report on Form 10‑K.
Financial Statement Schedules. Schedules are omitted because the required information is inapplicable, not material, or the information is presented in the consolidated financial statements or related notes.
Exhibits. The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K, or are incorporated by reference herein.
(b)Exhibit Index:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 2.1 | Stock Purchase Agreement dated November 30, 2024 | 8-K | 001-40249 | 2.1 | 12/3/2024 |
| 3.1 | Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-402249 | 3.1 | 8/5/2024 |
| 3.2 | Amended and Restated Bylaws of the Registrant, as adopted on February 16, 2023. | 8-K | 001-40249 | 3.1 | 2/21/2023 |
| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1 | 333-253834 | 4.1 | 3/3/2021 |
| 4.2 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-K | 001-40249 | 4.2 | 3/22/2022 |
| 4.3 | Tenth Amended and Restated Investors’ Rights Agreement, dated February 16, 2021, by and among the Registrant and certain of its stockholders. | S-1 | 333-253834 | 4.2 | 3/3/2021 |
| 10.1 | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1 | 333-253834 | 10.1 | 3/3/2021 |
| 10.2# | Second Amended and Restated 2010 Stock Incentive Plan, as amended, and forms of agreements thereunder. | S-1 | 333-253834 | 10.2 | 3/3/2021 |
| 10.3# | 2021 Stock Option and Incentive Plan and forms of agreements thereunder. | S-1/A | 333-253834 | 10.3 | 3/17/2021 |
| 10.4# | 2021 Employee Stock Purchase Plan. | S-1/A | 333-253834 | 10.4 | 3/17/2021 |
| 10.5# | Senior Executive Cash Incentive Bonus Plan. | S-1 | 333-253834 | 10.5 | 3/3/2021 |
| 10.6# | Executive Severance Plan. | S-1 | 333-253834 | 10.6 | 3/3/2021 |
| 10.7# | Non-Employee Director Compensation Policy. | S-1 | 333-253834 | 10.7 | 3/3/2021 |
| 10.8# | Offer Letter between the Registrant and Sean Sobers, dated September 30, 2019. | S-1 | 333-253834 | 10.10 | 3/3/2021 |
| 10.9# | Offer Letter between the Registrant and Chris Homer, dated July 1, 2010. | 10-K | 001-40249 | 10.11 | 3/22/2022 |
| 10.10# | Board Member Agreement between the Registrant and Mandy Ginsberg, dated December 3, 2020. | S-1 | 333-253834 | 10.11 | 3/3/2021 |
| 10.11†^ | Second Amended and Restated Loan and Security Agreement dated as of July 14, 2022, by and among ThredUp Inc., ThredUp Intermediary Holdings LLC, Knitwit GC LLC, the lenders from time to time party thereto, and Western Alliance Bank, as agent | 8-K | 001-40249 | 10.1 | 7/20/2022 |
| 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. | 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 | Filed herewith | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP | Filed herewith |
| 24.1 | Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K) | Filed herewith |
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97.1 | ThredUp Inc. Compensation Recovery Policy | Filed herewith |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | Filed herewith |
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