ThredUp Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001484778-26-000025
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001484778-26-000033
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 63 previous paragraphs and 63 current paragraphs.
37 unchanged; 20 reworded; 6 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Overview of Third Quarter Results
Current report
Revenue totaled $88.2 million for the third quarter of 2026, compared to $82.2 million for the third quarter of 2025, representing an increase of 7.4% year over year.
Current report
Non-GAAP Adjusted EBITDA(1)was $3.5 million, or 4.0% of revenue, for the third quarter of 2026, compared to $3.8 million, or 4.6% of revenue, for the third quarter of 2025, representing a decrease of 6.6% year over year.
Current report
Gross margin was 78.2% for the three months ended September 30, 2026, compared to 79.4% in the same period in 2025, a decrease of 120 basis points, primarily driven by higher labor and packaging costs as a percentage of revenue.
Current report
Sales, general, and administrative expenses decreased $1.2 million, or 8.2%, for the three months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily due to a $0.9 million decrease in personnel-related costs, mainly due to lower bonus and salary expense, a $0.4 million decrease in payment processing fees, and a $0.3 million decrease in facilities, technology and other costs, partially offset by a $0.4 million increase in professional services. The decrease in sales, general, and administrative expenses as a percentage of revenue for the three months ended September 30, 2026 as compared to the same period in 2025 reflects increased operating leverage resulting from lower expenses coupled with higher revenue.
Current report
Other income, net decreased $0.5 million for the three months ended September 30, 2026 as compared to the same period in 2025, primarily due to higher non-operating expenses.
Removed paragraphs (5)
Previous report
Overview of Second Quarter Results
Previous report
Revenue totaled $90.8 million for the second quarter of 2026, compared to $77.7 million for the second quarter of 2025, representing an increase of 16.9% year over year.
Previous report
Non-GAAP Adjusted EBITDA(1)was $4.8 million, or 5.3% of revenue, for the second quarter of 2026, compared to $3.0 million, or 3.9% of revenue, for the second quarter of 2025, representing an increase of 58.4% year over year.
Previous report
Sales, general, and administrative expenses increased $4.2 million, or 15.7%, for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $2.5 million increase in personnel-related costs, of which $1.0 million was attributable to stock-based compensation, a $0.9 million increase in facilities, technology and other costs, and a $0.8 million increase in payment processing fees driven by higher gross sales volume during the period. The sales, general, and administrative expenses as a percentage of revenue remained consistent across the periods.
Previous report
Other income, net remained relatively consistent for the three months ended June 30, 2026 as compared to the same period in 2025.
Reworded paragraphs (20)
Previous wording
Gross Profit and Margin: Gross profit totaled $72.5 million for the second quarter of 2026, compared to $61.7 million for the second quarter of 2025, representing an increase of 17.5% year over year. Gross margin was 79.9%, an increase of 40 basis points from 79.5% in the comparable quarter last year.
Current wording
Gross Profit and Margin: Gross profit totaled $69.0 million for the third quarter of 2026, compared to $65.2 million for the third quarter of 2025, representing an increase of 5.9% year over year. Gross margin was 78.2%, a decrease of 120 basis points from 79.4% in the comparable quarter last year.
Previous wording
Net Loss was $5.9 million, or a negative 6.5% of revenue, for the second quarter of 2026, compared to $5.2 million, or a negative 6.7% of revenue, for the second quarter of 2025, representing an increase of 14.7% year over year.
Current wording
Net Loss was $5.5 million, or a negative 6.2% of revenue, for the third quarter of 2026, compared to $4.2 million, or a negative 5.2% of revenue, for the third quarter of 2025, representing an increase of 28.8% year over year.
Previous wording
Active Buyers and Orders: Active Buyers totaled 1.8 million and Orders totaled 1.9 million in the second quarter of 2026, compared to 1.5 million and 1.5 million, respectively, in the second quarter of 2025, representing increases of 20.9% and 21.9%, respectively, year over year.
Current wording
Active Buyers and Orders: Active Buyers totaled 1.8 million and Orders totaled 1.9 million in the third quarter of 2026, compared to 1.6 million and 1.6 million, respectively, in the third quarter of 2025, representing increases of 16.1% and 17.4%, respectively, year over year.
Previous wording
Non-GAAP Adjusted EBITDA means 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 investments. Non-GAAP Adjusted EBITDA margin represents Non-GAAP Adjusted EBITDA divided by Revenue. We use these non-GAAP measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe these non-GAAP 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.
Current wording
Non-GAAP Adjusted EBITDA means Net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, legal settlement and fees, interest expense, provision for income taxes, severance and other reorganization costs, and gains related to non-marketable equity investments. Non-GAAP Adjusted EBITDA margin represents Non-GAAP Adjusted EBITDA divided by Revenue. We use these non-GAAP measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe these non-GAAP 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.
Previous wording
Comparison of Financial Results for the Three and Six Months Ended June 30, 2026 and 2025
Current wording
Comparison of Financial Results for the Three and Nine Months Ended September 30, 2026 and 2025
Previous wording
Revenue increased $23.5 million, or 15.8%, for the six months ended June 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 20.6% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by a 2.3% decrease in the average order value, primarily driven by a higher mix of smaller orders. These trends reflect the continued strength in our core marketplace business and our ongoing focus on driving platform growth.
Current wording
Revenue increased $6.1 million, or 7.4%, for the three months ended September 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 17.4% increase in Orders, supported by higher engagement from both new and returning buyers, and a 2.4% increase in the average order value, partially offset by higher promotional discounts.
Previous wording
Revenue increased $13.1 million, or 16.9%, for the three months ended June 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 21.9% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by a 2.9% decrease in the average order value, primarily driven by a higher mix of smaller orders. These trends reflect the continued strength in our core marketplace business and our ongoing focus on driving platform growth.
Current wording
Revenue increased $29.6 million, or 12.8%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 19.5% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by higher promotional discounts, primarily in the third quarter, and a 0.6% decrease in the average order value.
Previous wording
Gross margin was 79.6% for the six months ended June 30, 2026, compared to 79.3% in the same period in 2025, an increase of 30 basis points. Overall, gross margin remained relatively stable across the periods.
Current wording
Gross margin was 79.1% for the nine months ended September 30, 2026, compared to 79.3% in the same period in 2025, a decrease of 20 basis points. Overall, gross margin remained relatively stable across the periods.
Previous wording
Operations, product, and technology expenses increased $7.6 million, or 20.2%, for the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $4.2 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $2.0 million increase in inbound shipping costs driven by higher supply volume, and a $1.4 million increase in facilities, technology and other distribution center-related costs. The increase in operations, product, and technology expenses as a percentage of revenue for the three months ended June 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.
Current wording
Operations, product, and technology expenses increased $3.9 million, or 10.2%, for the three months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $2.1 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $1.2 million increase in inbound shipping costs driven by higher supply volume, and a $0.6 million increase in facilities, technology and other costs. The increase in operations, product, and technology expenses as a percentage of revenue for the three months ended September 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.
Previous wording
Operations, product, and technology expenses increased $13.5 million, or 18.6%, for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $7.7 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $3.7 million increase in inbound shipping costs driven by higher supply volume, and a $2.1 million increase in facilities, technology and other distribution center-related costs. The increase in operations, product, and technology expenses as a percentage of revenue for the six months ended June 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.
Current wording
Operations, product, and technology expenses increased $17.5 million, or 15.7%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $9.9 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $4.9 million increase in inbound shipping costs driven by higher supply volume, and a $2.7 million increase in facilities, technology and other distribution center-related costs. The increase in operations, product, and technology expenses as a percentage of revenue for the nine months ended September 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.
Previous wording
Marketing expenses increased $1.6 million, or 9.6%, for the three months ended June 30, 2026 as compared to the same period in 2025, which was primarily due to an increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The decrease in marketing expenses as a percentage of revenue for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily due to increased operating leverage resulting from higher revenue.
Current wording
Marketing expenses increased $2.0 million, or 12.3%, for the three months ended September 30, 2026 as compared to the same period in 2025, which was primarily due to an increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The increase in marketing expenses as a percentage of revenue for the three months ended September 30, 2026 as compared to the same period in 2025 reflects a higher rate of marketing spend relative to the growth in revenue, as we continue to invest in marketing initiatives to support future growth.
Previous wording
Marketing expenses increased $3.4 million, or 11.4%, for the six months ended June 30, 2026 as compared to the same period in 2025, which was primarily due to an increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The decrease in marketing expenses as a percentage of revenue for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to increased operating leverage resulting from higher revenue.
Current wording
Marketing expenses increased $5.3 million, or 11.7%, for the nine months ended September 30, 2026 as compared to the same period in 2025, which was primarily due to an increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The marketing expenses as a percentage of revenue remained consistent across the periods.
Previous wording
Sales, general, and administrative expenses increased $2.5 million, or 19.0%, for the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $1.5 million increase in personnel-related costs, of which $1.0 million was attributable to stock-based compensation, a $0.4 million increase in professional services, a $0.3 million increase in payment processing fees driven by higher gross sales volume during the period, and a $0.3 million increase in facilities, technology and other costs. The sales, general, and administrative expenses as a percentage of revenue remained consistent across the periods.
Current wording
Sales, general, and administrative expenses increased $3.0 million, or 7.2%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $1.6 million increase in personnel-related costs, of which $1.1 million was attributable to stock-based compensation, a $0.5 million increase in facilities, technology and other costs, a $0.5 million increase in professional services, and a $0.3 million increase in payment processing fees. The decrease in sales, general, and administrative expenses as a percentage of revenue for the nine months ended September 30, 2026 as compared to the same period in 2025 reflects increased operating leverage resulting from higher revenue.
Previous wording
Interest expense decreased $0.2 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to a lower interest rate resulting from our recent debt amendment and reduced outstanding debt balances.
Current wording
Interest expense decreased $0.1 million for the three months ended September 30, 2026 as compared to the same period in 2025, primarily due to a lower interest rate resulting from our recent debt amendment and reduced outstanding debt balances.
Previous wording
Interest expense decreased $0.3 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to a lower interest rate resulting from our recent debt amendment and reduced outstanding debt balances.
Current wording
Interest expense decreased $0.5 million for the nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to a lower interest rate resulting from our recent debt amendment and reduced outstanding debt balances.
Previous wording
Other income, net, decreased $0.4 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to a gain recognized on a non-marketable equity investment in the first quarter of 2025.
Current wording
Other income, net, decreased $0.8 million for the nine months ended September 30, 2026 as compared to the same period in 2025, primarily due to higher non-operating expenses in the third quarter of 2026 and a gain recognized on a non-marketable equity investment in the first quarter of 2025.
Previous wording
We generated positive cash flows from operating activities of $9.2 million for the six months ended June 30, 2026. We have primarily financed our operations through private and public sales of equity securities and a term loan facility (“Term Loan”). As of June 30, 2026, we had cash, cash equivalents, restricted cash and marketable securities of $57.4 million, an increase of $4.3 million from December 31, 2025. Additionally, we have a Term Loan under which $10.0 million remained available to be drawn as of June 30, 2026 for the purchase of certain equipment, and we were in full compliance with our debt covenants under the Term Loan as of that date. See Note 6, Long-Term Debt, to the condensed consolidated financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our Term Loan.
Current wording
We generated positive cash flows from operating activities of $11.2 million for the nine months ended September 30, 2026. We have primarily financed our operations through private and public sales of equity securities and a term loan facility (“Term Loan”). As of September 30, 2026, we had cash, cash equivalents, restricted cash and marketable securities of $57.6 million, an increase of $4.5 million from December 31, 2025. Additionally, we have a Term Loan under which $10.0 million remained available to be drawn as of September 30, 2026 for the purchase of certain equipment, and we were in full compliance with our debt covenants under the Term Loan as of that date. See Note 6, Long-Term Debt, to the condensed consolidated financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our Term Loan.
Previous wording
Net cash provided by operating activities was $9.2 million during the six months ended June 30, 2026, compared to $6.1 million for the same period in 2025. The $3.1 million increase in operating cash inflows was primarily due to a $0.8 million improvement in net loss, adjusted for non-cash items, as well as a $2.3 million increase in the net cash provided by changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by $3.3 million in higher cash inflows from accounts payable and accrued and other liabilities, primarily reflecting the timing of vendor payments and compensation, partially offset by $0.9 million in higher cash outflows from operating liabilities reflecting higher lease payments.
Current wording
Net cash provided by operating activities was $11.2 million during the nine months ended September 30, 2026, compared to $12.1 million for the same period in 2025. The $0.9 million decrease in operating cash inflows was primarily due to changes in operating assets and liabilities, which were driven by $2.3 million in higher cash outflows from accounts receivable, reflecting timing of cash receipts, $1.2 million in higher cash outflows from operating liabilities, reflecting escalating lease payments, $0.7 million in higher cashouts of seller payable, partially offset by $3.2 million in higher cash inflows from accounts payable and accrued and other liabilities, reflecting the timing of vendor payments.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2026 was $7.5 million as compared to net cash provided by investing activities of $1.0 million for the same period in 2025. The $8.4 million increase in cash outflows was primarily due to a $5.6 million decrease in sale and maturities of marketable securities, a $1.7 million increase in purchases of property and equipment, and a $1.1 million increase in purchases of marketable securities.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2026 was $11.4 million as compared to $0.9 million for the same period in 2025. The $10.5 million increase in cash outflows was primarily due to an $8.8 million decrease in sale and maturities of marketable securities and a $1.7 million increase in purchases of marketable securities, reflecting the maturity schedule of our investment portfolio.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2026 was $1.8 million as compared to $2.1 million for the same period in 2025. The $0.3 million decrease in cash inflows was primarily due to a $6.5 million decrease in proceeds from issuance of stock-based awards, partially offset by a $4.7 million decrease in withholding taxes paid on stock-based award activity and a $1.5 million decrease in payments on debt resulting from our debt amendment in the first quarter of 2026.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2026 was $2.0 million as compared to net cash used in financing activities of $0.4 million for the same period in 2025. The $2.4 million increase in cash inflows was primarily due to a $2.5 million decrease in payments on debt resulting from our debt amendment in the first quarter of 2026.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Gross margin was 79.9% for the three months ended June 30, 2026, compared to 79.5% in the same period in 2025, an increase of 40 basis points. Overall, gross margin remained relatively stable across the periods.