ThredUp Inc.

DEF 14A 1 thredup-definitiveproxysta.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x Filed by a party other than the Registrant o

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 7, 2026

Dear ThredUp Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of ThredUp Inc. (“ThredUp”) to be held on May 20, 2026 at 12:30 p.m. Pacific Time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be able to participate in the Annual Meeting online and vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/TDUP2026.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of the 2026 Annual Meeting and Proxy Statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements of our Annual Meeting only if you were a stockholder as of the close of business on March 27, 2026.

Thank you for your ongoing support of ThredUp.

Sincerely,

James Reinhart

Chief Executive Officer, Co-Founder and Director

YOUR VOTE IS IMPORTANT

On or about April 7, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) and our 2025 Annual Report on Form 10-K (“2025 Annual Report”). The Notice provides instructions on how to submit your proxy online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This Proxy Statement and our 2025 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on the Notice, on your proxy card or in the instructions that accompanied your proxy materials. A copy of our 2025 Annual Report and our Proxy Statement are also available on our investor relations website at ir.thredup.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our internet or telephonic voting system.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2026

Notice is hereby given that ThredUp Inc. will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2026 at 12:30 p.m. Pacific Time via a live interactive audio webcast on the internet. You will be able to attend the meeting, vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/TDUP2026. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

•To elect the three Class II directors named in the accompanying proxy statement to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

•To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

•To transact any other business that properly comes before the Annual Meeting (including adjournments, continuations, and postponements thereof).

Our Board of directors recommends that you vote “FOR” the director nominees named in Proposal One and “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal Two.

We have elected to provide electronic access to our Annual Meeting materials, which include the proxy statement for our Annual Meeting of Stockholders (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies. On or about April 7, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and our 2025 Annual Report on Form 10-K (“2025 Annual Report”). The Notice provides instructions on how to submit your proxy online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. Our Proxy Statement and our 2025 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

Only stockholders of record at the close of business on March 27, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.

By Order of the Board of Directors,

Alon Rotem

Chief Strategy Officer, Chief Legal Officer and Secretary

Oakland, California

April 7, 2026