UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): March 2, 2026

Date of Report (Date of earliest event reported): January 30, 2026

ThredUp Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40249

~~001~~26-~~40249~~4009181

~~26-4009181~~

(State or other jurisdictionof incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(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)

~~Registrant’s telephone number, including area code:~~ (415) 402-5202

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

~~(Former~~Not ~~name or former address if changed since last report)~~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~~Trading ~~of each exchange on which registered~~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~~TDUP

The Nasdaq Stock Market LLCLong-Term Stock Exchange

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 1 2.~~01 Entry~~02. Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On ~~January 30~~March 2, 2026, ThredUp Inc. (the “Company”) ~~together~~issued ~~with~~a ~~certain~~press ofrelease announcing its ~~subsidiaries~~financial asresults ~~co-borrowers~~for ~~(collectively~~the ~~with~~quarter ~~the~~and ~~Company,~~full ~~the~~year ~~“Borrowers”)~~ended ~~entered~~December 31, ~~into~~2025. ~~that~~A ~~certain~~copy ~~Amendment~~of ~~No.~~the 2press torelease ~~Second~~is ~~Amended~~attached ~~and~~hereto ~~Restated~~as ~~Loan~~Exhibit 99.1. ~~and~~In ~~Security~~addition, ~~Agreement~~a (copy of the ~~“Amendment”)~~supplemental ~~with~~financial ~~the~~information ~~lenders~~is ~~party~~attached ~~thereto~~hereto ~~(the~~as ~~“Lenders”)~~Exhibit 99.2. The press release and ~~Western~~supplemental ~~Alliance~~financial ~~Bank,~~information asare ~~agent~~incorporated ~~(the~~herein ~~“Agent”)~~by reference.

The ~~Amendment~~information ~~amends~~in ~~that~~this ~~certain~~Current ~~Second~~Report ~~Amended~~on ~~and~~Form 8-K ~~Restated Loan~~ and ~~Security~~the ~~Agreement,~~exhibits ~~dated~~attached ~~July~~hereto ~~14,~~is ~~2022,~~being ~~between~~furnished ~~the Borrowers, the Lenders~~ and ~~the~~shall ~~Agent~~not ~~(as~~be ~~amended,~~deemed ~~the~~ “~~Loan Agreement~~filed”), ~~to,~~for ~~among~~purposes ~~other~~of ~~things,~~Section 18 ~~reduce~~of the ~~aggregate~~Securities ~~commitment~~Exchange ~~under~~Act ~~“Term~~of ~~B Loan” facility provided by the Loan Agreement from $22~~1934,~~500,000~~ toas ~~$10,000,000.~~amended ~~No amounts have been borrowed under~~ (the ~~Term~~“Exchange BAct”) ~~Loan~~or ~~facility.~~otherwise ~~The~~subject ~~Amendment~~to ~~also extends~~ the ~~Loan~~liabilities ~~Agreement~~of ~~maturity~~that ~~from July 14~~section, ~~2027~~nor toshall ~~July~~it ~~10,~~be ~~2030,~~deemed ~~and~~incorporated ~~the~~by ~~Amendment also changes the~~ reference ~~interest~~in ~~rate on~~ any ~~outstanding~~filing ~~principal~~under ~~amount from~~ the ~~Wall~~Securities ~~Street~~Act ~~Journal~~of ~~Prime Rate to the secured overnight financing rate~~1933, ~~subject~~as ~~to 2.50% per annum floor (“Term SOFR”). The new interest rate is set at Term SOFR plus an applicable margin of 3.25% per annum. In addition~~amended, ~~the~~or ~~amortization of~~ the ~~“Term~~Exchange ~~A Loan Facility” provided by the Loan Agreement was modified so that only interest on~~Act, ~~and~~regardless ~~no principal~~ of, ~~the~~any ~~Term~~general Aincorporation ~~Loan~~language ~~will~~in besuch ~~payable until January 10, 2028~~filing.

In addition, the Amendment modifies the financial covenants in the Loan Agreement, by (i) eliminating a minimum fixed charge coverage ratio maintenance covenant, (ii) requiring the Borrowers to maintain an RML (as defined in the Loan Agreement) calculated based upon cash divided by an amount equal to (a) the Company’s trailing 3-month EBITDA (as defined in the Loan Agreement) less (b) the trailing 3-month principal payments on the term loans outstanding under the Loan Agreement, or at least 12Item 9.0,01. Financial ~~measured~~Statements ~~quarterly (or monthly if certain minimum cash thresholds are not met),~~ and (iii) Specified Cash (as defined in the Loan Agreement) based upon unrestricted cash held at Agent, of not less than the total outstanding principal amount of the term loans under the Loan Agreement, measured at the end of each business day. Exhibits

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025(d)Exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Exhibit Number						Description
99.1						Press Release dated March 2, 2026
99.2						Supplemental Financial Information dated March 2, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The disclosure required by this Item 2.03 with respect to the Amended Loan Agreement is included in Item 1.01 hereof and is incorporated herein by reference.

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.
Date: February 3, 2026	By:	/s/ Sean Sobers
		Sean Sobers
		Chief Financial Officer


			THREDUP INC.

			By:			/s/ SEAN SOBERS
						Sean Sobers
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Date: March 2, 2026

Filing Compare · ThredUp Inc.