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|8-KFeb 3, 4:10 PM ET

ThredUp Inc. 8-K

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ThredUp Inc. Amends Loan Agreement, Extends Maturity to 2030

What Happened
ThredUp Inc. (TDUP) filed an 8-K (Items 1.01 and 2.03) on Feb 3, 2026 reporting Amendment No. 2 to its Second Amended and Restated Loan and Security Agreement (originally dated July 14, 2022). The Amendment, effective Jan 30, 2026, reduces the Term B loan commitment, extends the loan maturity date, changes the reference interest rate, and revises amortization and financial covenants. The full Amendment will be filed as an exhibit to ThredUp’s 2025 Form 10-K.

Key Details

  • Term B commitment reduced from $22,500,000 to $10,000,000; no amounts have been borrowed under Term B.
  • Loan maturity extended from July 14, 2027 to July 10, 2030.
  • Interest rate benchmark changed from WSJ Prime to Term SOFR; new rate = Term SOFR + 3.25% p.a., with Term SOFR subject to a 2.50% per annum floor.
  • Term A amortization modified so only interest (no principal) is payable on Term A until January 10, 2028.
  • Financial covenants revised: removal of a minimum fixed charge coverage ratio; new RML requirement (cash ÷ (trailing 3‑month EBITDA − trailing 3‑month principal payments)) of at least 12.0 (measured quarterly or monthly in certain cases); and Specified Cash (unrestricted cash held at the Agent) must be at least the total outstanding principal of the term loans, measured at the end of each business day.

Why It Matters
For investors, the Amendment changes ThredUp’s near-term liquidity profile and borrowing costs. Extending the maturity to 2030 and making Term A interest-only through January 2028 lowers near-term principal payments and reduces immediate refinancing pressure. However, the cut to the unused Term B commitment (from $22.5M to $10M) reduces available backstop liquidity. The switch to a Term SOFR-based rate (with a 2.50% SOFR floor and a 3.25% margin) alters ThredUp’s exposure to interest-rate moves. The new daily Specified Cash and RML covenant add stricter cash and coverage monitoring that the company must meet. The Amendment will be publicly available in the company’s 2025 Form 10-K.