tdup-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission File Number: 001-40249

ThredUp Inc.

(Exact name of registrant as specified in its charter)


Delaware			26-4009181
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

969 Broadway, Suite 200 Oakland, California			94607
(Address of principal executive offices)			(Zip Code)

(415) 402-5202

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

TDUP

The Nasdaq Stock Market LLC

Long-Term Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 104,273,162 shares of Class A common stock and 20,868,731 shares of Class B common stock outstanding as of October 27, 2025.

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		Page Number
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Operations	6
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	7
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	8
	Unaudited Condensed Consolidated Statements of Cash Flows	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
	Signatures	33

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are statements that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “possible” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our revenue, cost of revenue and operating expenses and our ability to achieve and maintain future profitability;

•the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs;

•our ability to effectively manage or sustain our growth and to effectively expand our operations;

•our strategies, plans, objectives and goals, including our expectations regarding future infrastructure investments as well as restructuring activities;

•our ability to attract and retain buyers and sellers and the continued impact of network effects as we scale our platform, and the capacity of our operations and processing infrastructure to support that growth;

•trends in our key financial and operating metrics;

•our estimated market opportunity;

•economic and industry trends, projected growth or trend analysis, including inflationary pressures, increased interest rates, cybersecurity risks, changing consumer habits, climate change and extreme weather events and general global political and economic uncertainty;

•our ability to comply with applicable laws and regulations;

•our ability to incorporate artificial intelligence and machine learning and other emergent technologies into our business operations successfully; and

•our discontinuation of European operations in connection with the divestiture of our Remix subsidiary.

You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include, but are not limited to: our ability to attract new users and convert users into buyers and active buyers; the sufficiency of our cash, cash equivalents and capital resources to meet our liquidity needs; our ability to effectively manage or sustain our growth and to effectively expand our operations; risks from an intensely competitive market; our ability to effectively deploy new and evolving technologies, such as artificial intelligence and machine learning, in our offerings; risks arising from economic and industry trends, including the effects of inflationary pressures, increased interest rates, changing consumer habits, climate change and general global political and economic uncertainty; our ability to comply with applicable laws and regulations; our ability to recognize realize expected savings or benefits from reorganization activities; and our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments. More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, in Part II, Item 1A, Risk Factors and elsewhere in this Quarterly Report on Form 10-Q, as well as in our other filings with the Securities and Exchange Commission (“SEC”). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

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The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

***

Unless otherwise indicated or unless the context requires otherwise, all references in this document to “ThredUp”, “the Company”, “we”, “us”, “our”, or similar references are to ThredUp Inc. and its consolidated subsidiaries.

ThredUp is one of the world’s largest online resale platforms for apparel, shoes and accessories, based primarily on items processed, items sold and the capacity of our distribution centers.

The “estimated retail price” of an item is based on the estimated original retail price of a comparable item of the same quality, construction and material offered elsewhere in new condition. Our estimated original retail prices are set by our team of merchants who periodically monitor market prices for the brands and styles that we offer on our marketplaces.

Channels for Disclosure of Information

ThredUp intends to announce material information to the public through the ThredUp Investor Relations website (ir.thredup.com), SEC filings, press releases, public conference calls, and public webcasts. ThredUp uses these channels, as well as social media, to communicate with its investors, customers, and the public about the company, its offerings, and other issues. It is possible that the information ThredUp posts on social media could be deemed to be material information. As such, ThredUp encourages investors, the media, and others to follow the channels listed above, including the social media channels listed on ThredUp’s investor relations website, and to review the information disclosed through such channels.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THREDUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2025		December 31, 2024
	(in thousands, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	46,218	$	31,851
Marketable securities	4,893		12,325
Accounts receivable, net	3,725		3,567

Other current assets	5,665		9,179
Total current assets	60,501		56,922
Operating lease right-of-use assets	27,337		28,853
Property and equipment, net	67,901		68,480
Goodwill	10,746		10,746
Other assets	5,984		6,224
Total assets	$	172,469	$	171,225
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,328	$	8,326
Accrued and other current liabilities	26,279		29,856
Seller payable	17,934		15,142
Operating lease liabilities, current	5,123		4,345
Current portion of long-term debt	3,870		3,855
Total current liabilities	65,534		61,524
Operating lease liabilities, non-current	30,058		32,489
Long-term debt, net of current portion	15,247		18,151
Other non-current liabilities	2,558		2,760
Total liabilities	113,397		114,924
Commitments and contingencies (Note 9)
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of September 30, 2025 and December 31, 2024; 125,086 and 116,134 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	12		11
Additional paid-in capital	629,560		612,148
Accumulated other comprehensive income	—		3
Accumulated deficit	(570,500)		(555,861)
Total stockholders’ equity	59,072		56,301
Total liabilities and stockholders’ equity	$	172,469	$	171,225

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands, except per share amounts)



Revenue	$	82,161	$	61,514	$	231,109	$	192,764



Cost of revenue	16,949		12,760		47,790		39,739
Gross profit	65,212		48,754		183,319		153,025
Operating expenses:
Operations, product, and technology	38,545		33,296		111,196		105,396
Marketing	16,186		12,912		45,535		37,021
Sales, general, and administrative	14,869		13,010		41,655		43,072
Total operating expenses	69,600		59,218		198,386		185,489
Operating loss	(4,388)		(10,464)		(15,067)		(32,464)
Interest expense	(477)		(629)		(1,487)		(1,958)
Other income, net	583		739		1,969		2,503
Loss before provision (benefit) for income taxes	(4,282)		(10,354)		(14,585)		(31,919)
Provision (benefit) for income taxes	(34)		4		54		21
Loss from continuing operations	(4,248)		(10,358)		(14,639)		(31,940)
Loss from discontinued operations, net of tax	—		(14,413)		—		(23,339)
Net loss	$	(4,248)	$	(24,771)	$	(14,639)	$	(55,279)

Weighted-average shares used to compute loss per share, basic and diluted	123,903		112,854		120,318		111,054

Loss from continuing operations per share, basic and diluted	$	(0.03)	$	(0.09)	$	(0.12)	$	(0.29)
Loss from discontinued operations per share, basic and diluted	—		(0.13)		—		(0.21)
Loss per share, basic and diluted	$	(0.03)	$	(0.22)	$	(0.12)	$	(0.50)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Net loss	$	(4,248)	$	(24,771)	$	(14,639)	$	(55,279)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	—		1,187		—		92
Unrealized gain (loss) on available-for-sale securities	2		13		(3)		11
Total other comprehensive income (loss)	2		1,200		(3)		103
Total comprehensive loss	$	(4,246)	$	(23,571)	$	(14,642)	$	(55,176)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	(in thousands)
Balance as of December 31, 2024	116,134	$	11	$	612,148	$	3	$	(555,861)	$	56,301
Issuance of common stock from exercise of stock options and restricted stock units	2,047	—		344						344
Stock-based compensation				5,594						5,594
Shares withheld for net share settlement	(400)	—		(936)						(936)
Net loss								(5,215)		(5,215)
Other comprehensive loss						(5)				(5)
Balance as of March 31, 2025	117,781	$	11	$	617,150	$	(2)	$	(561,076)	$	56,083
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan	5,570	1		6,853						6,854
Stock-based compensation				4,624						4,624
Shares withheld for net share settlement	(303)	—		(2,178)						(2,178)
Net loss								(5,176)		(5,176)

Balance as of June 30, 2025	123,048	$	12	$	626,449	$	(2)	$	(566,252)	$	60,207
Issuance of common stock from exercise of stock options and restricted stock units	2,352	—		1,865						1,865
Stock-based compensation				4,642						4,642
Shares withheld for net share settlement	(314)	—		(3,396)						(3,396)
Net loss								(4,248)		(4,248)
Other comprehensive income						2				2
Balance as of September 30, 2025	125,086	$	12	$	629,560	$	—	$	(570,500)	$	59,072

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	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	(in thousands)
Balance as of December 31, 2023	108,784	$	11	$	585,156	$	(2,375)	$	(478,875)	$	103,917
Issuance of common stock from exercise of stock options and restricted stock units	1,694	—		81						81
Stock-based compensation				7,506						7,506
Shares withheld for net share settlement	(261)	—		(550)						(550)
Net loss								(16,554)		(16,554)
Other comprehensive loss						(870)				(870)
Balance as of March 31, 2024	110,217	$	11	$	592,193	$	(3,245)	$	(495,429)	$	93,530
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan	2,458	—		407						407
Stock-based compensation				7,314						7,314
Shares withheld for net share settlement	(289)	—		(581)						(581)
Net loss								(13,954)		(13,954)
Other comprehensive loss						(227)				(227)
Balance as of June 30, 2024	112,386	$	11	$	599,333	$	(3,472)	$	(509,383)	$	86,489
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan	1,680	—		—						—
Stock-based compensation				6,636						6,636
Shares withheld for net share settlement	(308)	—		(282)						(282)
Net loss								(24,771)		(24,771)
Other comprehensive income						1,200				1,200
Balance as of September 30, 2024	113,758	$	11	$	605,687	$	(2,272)	$	(534,154)	$	69,272

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
Cash flows from continuing operating activities:
Loss from continuing operations	$	(14,639)	$	(31,940)
Adjustments to reconcile loss from continuing operations to net cash provided by continuing operating activities:
Stock-based compensation expense	14,459		19,792
Depreciation and amortization	9,473		10,896
Reduction in carrying amount of right-of-use assets	3,429		3,444
Other	(83)		(685)
Changes in operating assets and liabilities:
Accounts receivable, net	(158)		927

Other current and non-current assets	154		3,798
Accounts payable	4,376		4,393
Accrued and other current liabilities	(3,622)		(272)
Seller payable	2,792		(2,025)
Operating lease liabilities	(3,566)		(4,088)
Other non-current liabilities	(500)		—
Net cash provided by continuing operating activities	12,115		4,240
Cash flows from continuing investing activities:
Purchases of marketable securities	(12,961)		(24,673)
Sale and maturities of marketable securities	20,804		21,600
Purchases of property and equipment	(8,745)		(4,121)
Net cash used in continuing investing activities	(902)		(7,194)
Cash flows from continuing financing activities:

Repayment of debt	(3,000)		(3,000)
Proceeds from issuance of stock-based awards	21,767		2,070
Payments of withholding taxes on stock-based awards	(19,215)		(2,995)
Net cash used in continuing financing activities	(448)		(3,925)
Net change in cash, cash equivalents and restricted cash from continuing operations	10,765		(6,879)

Net cash flow used in discontinued operating activities	—		(4,472)
Net cash flow used in discontinued investing activities	—		(1,242)
Net change in cash, cash equivalents and restricted cash from discontinued operations	—		(5,714)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	—		121
Net change in cash, cash equivalents, and restricted cash	10,765		(12,472)
Cash, cash equivalents, and restricted cash, beginning of period	40,488		61,469
Cash, cash equivalents, and restricted cash, end of period	$	51,253	$	48,997

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THREDUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Description of Business

ThredUp Inc. (“ThredUp” or the “Company”) was formed as a corporation in the State of Delaware in January 2009. ThredUp operates a large resale platform that enables consumers to buy and sell primarily secondhand apparel, shoes, and accessories.

2. Significant Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10‑Q and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information may be condensed or omitted.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to: the useful lives of property and equipment, allowance for sales returns, breakage on gift cards, stock-based compensation, lease liabilities, and goodwill.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2025 and 2024, and the results of operations and cash flows for the interim periods presented.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”).

Reclassification

Certain prior period amounts have been reclassified to conform to the current period’s presentation. Beginning in the first quarter of 2025, the Company combined consignment revenue and product revenue into a single line item, revenue, on the condensed consolidated statements of operations, and similarly combined related cost of revenue line items, reflecting the immateriality of product revenue following the Company’s transition to a primarily consignment model. The Company also reclassified inventory to other current assets on the condensed consolidated balance sheets and statements of cash flows to align with the combined presentation. These reclassifications had no impact on previously reported total revenue, net loss, stockholders’ equity, or cash flows.

Discontinued Operations

In the fourth quarter of 2024, the Company divested 91% of its European business and Bulgarian subsidiary, Remix Global EAD (“Remix”), meeting the requirements for reporting Remix as a discontinued operation. Accordingly, Remix’s results during 2024 are presented as discontinued operations in the condensed consolidated statements of operations and excluded from continuing operations for the three and nine months ended September 30, 2024. In the condensed consolidated statements of cash flows, cash flows attributable to Remix have been segregated and presented separately as net cash flow used in discontinued operating activities and net cash flow used in discontinued investing activities for the three and nine months ended September 30, 2024. Unless otherwise noted, amounts and disclosures in these notes to condensed consolidated financial statements pertain to the Company’s continuing operations. See Note 12, Discontinued Operations, for further details on the transaction.

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted during the three and nine months ended September 30, 2025.

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Accounting Pronouncements Not Yet Effective

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes stage-based criteria and instead requires capitalization once a project is approved and it is probable that the project will be completed, unless significant development uncertainty exists. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. For the Company, the ASU will be effective for the annual period ending December 31, 2028. Early adoption is permitted. The Company is currently evaluating the potential impact on its consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that permits entities to assume that conditions existing as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. For the Company, the ASU will be effective for the annual period ending December 31, 2026. Early adoption is permitted. The Company is currently evaluating the potential impact of the ASU but does not expect its adoption to have a material impact on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about a public entity’s expenses, including inventory, employee compensation, depreciation, intangible asset amortization, selling expenses and other expense categories. ASU 2024-03 is effective for annual period beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, which will be the annual period ending December 31, 2027 and interim periods within the annual period ending December 31, 2028 for the Company. The Company is currently evaluating the potential impact on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be the annual period ending December 31, 2025 for the Company. The Company expects the adoption to result in enhanced income tax disclosures in its annual consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the ASC. These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company does not expect that the application of this standard will have an impact on its consolidated financial statements and disclosures.

Segment Reporting

The Company operates under one operating segment and one reportable segment as its chief operating decision maker (“CODM”), who is its Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. The Company does not have material intra-entity sales or transfers.

The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s loss from continuing operations, as reported in the condensed consolidated statements of operations.

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Significant expenses within operating loss, as well as within loss from continuing operations, include cost of revenue, operations, product and technology, marketing, and sales, general and administrative expenses, which are each separately presented in the condensed consolidated statements of operations. Other segment items within loss from continuing operations include interest expense, other income, net, and provision for income taxes. The CODM manages the business using consolidated expense information, as well as regularly provided budgeted or forecasted expense information. Assets provided to the CODM are consistent with those reported on the condensed consolidated balance sheets.

Revenue from Loyalty Reward Redemption and Expiration

The Company previously had a customer loyalty program, which allowed end-customers to earn and accumulate points with each qualifying purchase. Earned points could be redeemed for loyalty rewards, such as non-cashoutable shopping credit, free shipping, or waived restocking fee, which could be applied to future purchases or returns. Unredeemed points expired after one year from the date the points were earned. Reward coupons expired six months from the date the reward was claimed. Points earned on purchases were considered a material right, representing a separate performance obligation.

The allocated consideration for the points earned through qualifying purchase transactions was deferred based on the standalone selling price of the points, adjusted for expected breakage in proportion to the pattern of redemption, and recorded within deferred revenue under accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue was recognized for these performance obligations at a point in time when rewards were redeemed by the end customer or expired.

Effective October 1, 2024, customers were no longer able to earn loyalty points and after March 31, 2025, they could no longer redeem any previously accumulated points. As a result, as of September 30, 2025, the Company did not have a deferred revenue liability related to its customer loyalty program. As of December 31, 2024, the Company had a deferred revenue liability of $1.5 million related to the program, which was included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. The Company recognized $0 and $2.8 million of revenue from loyalty reward redemptions and expirations for the three months ended September 30, 2025 and September 30, 2024, respectively, and $1.5 million and $10.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Gift Cards and Site Credits

The Company sells ThredUp gift cards on its e-commerce website and may also convert seller payables and site credits to ThredUp gift cards one year after issuance at the discretion of the Company. ThredUp gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of September 30, 2025 and December 31, 2024, gift card liabilities of $5.1 million and $8.5 million, respectively, were included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue from redemption of gift cards was not material for the three and nine months ended September 30, 2025 and 2024.

The Company recognizes breakage revenue for the portion of gift card values that are not expected to be redeemed. Previously, breakage revenue was estimated when gift card redemption was deemed remote. Beginning in the fourth quarter of 2024, with more historical data available, breakage revenue is estimated based upon historical customer redemption patterns. Breakage revenue primarily relates to gift cards converted from seller payables and site credits. Judgment is required in determining the appropriate grouping of gift cards for analyzing breakage rates, redemption patterns, and estimating the ultimate value of gift cards not expected to be redeemed. Breakage revenue was $2.6 million and $1.3 million for the three months ended September 30, 2025 and 2024, respectively, and $6.5 million and $3.9 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company issues site credits for returns, which can be applied toward future charges but may not be converted into cash. Site credits may also be converted to ThredUp gift cards beginning after one year at the discretion of the Company. These credits are recognized as revenue when used. As of September 30, 2025 and December 31, 2024, $4.1 million and $3.8 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company’s condensed consolidated balance sheets. Revenue recognized from the redemption of site credits was $13.2 million and $10.5 million for the three months ended September 30, 2025 and 2024, respectively, and $37.1 million and $32.6 million for the nine months ended September 30, 2025 and 2024, respectively.

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Seller Payable

Seller payable includes amounts owed to sellers upon the purchase of sellers’ goods by the Company or by buyers. Amounts are initially provided as a credit to sellers (“seller credits”). These credits may be applied towards purchases from the Company, converted to third-party retailer or ThredUp gift cards or redeemed for cash. As of September 30, 2025 and December 31, 2024, there was $17.9 million and $15.1 million, respectively, of seller payable within the Company’s condensed consolidated balance sheets. Revenue recognized from the redemption of seller credits was $8.2 million and $5.8 million for the three months ended September 30, 2025 and 2024, respectively, and $21.7 million and $17.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s condensed consolidated balance sheets, which sum to the total of the same such amounts shown in the Company’s condensed consolidated statements of cash flows:


	September 30, 2025		December 31, 2024
	(in thousands)
Cash and cash equivalents	$	46,218	$	31,851
Restricted cash included in Other current assets	312		3,690
Restricted cash included in Other assets	4,723		4,947
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	51,253	$	40,488

3. Financial Instruments and Fair Value Measurements

The Company applies the provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures, for its financial and non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•Level 3 inputs are unobservable inputs for the asset or liability.

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Fair Value Measurements - Recurring Basis

The following tables provide information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of September 30, 2025 and December 31, 2024:


	September 30, 2025
	Level 1		Level 2		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	5,025	$	—	$	5,025
U.S. treasury securities	—		165		165
U.S. government agency bonds	—		1,697		1,697
Commercial paper	—		10,732		10,732
Total cash equivalents	5,025		12,594		17,619
Marketable securities:

Commercial paper	—		795		795
U.S. treasury securities	—		4,098		4,098

Total marketable securities	—		4,893		4,893
Total assets at fair value	$	5,025	$	17,487	$	22,512


	December 31, 2024
	Level 1		Level 2		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	1,061	$	—	$	1,061
Commercial paper	—		7,923		7,923
U.S. treasury securities	—		500		500

Total cash equivalents	1,061		8,423		9,484
Marketable securities:

U.S. treasury securities	—		8,122		8,122
U.S. government agency bonds	—		3,704		3,704
Commercial paper	—		499		499
Total marketable securities	—		12,325		12,325
Total assets at fair value	$	1,061	$	20,748	$	21,809

SEC Form 10-Q filed by ThredUp Inc.