TDUP Thredup Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On November 14, 2025, the board of directors (the “Board”) of ThredUp Inc. (the “Company”) appointed Kelly Bodnar Battles to the Board as a Class II director, effective as of December 1, 2025. The Board also elected Ms. Battles to serve as chair of the Audit Committee of the Board, effective as of December 1, 2025 and determined that she is an “audit committee financial expert” (as defined in Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

As a non-employee director, Ms. Battles will be compensated for her services in the manner described in the Company’s current Non-Employee Director Compensation Policy, as described under “Corporate-Governance—Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2025 (the “Proxy Statement”) and filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-253834), filed with the SEC on March 3, 2021 (the “Registration Statement”). The Company has also entered into its standard form of Indemnification Agreement as described under “Certain Relationships and Related Party Transactions—Liability and Indemnification of Officers and Directors” in the Proxy Statement and filed as Exhibit 10.1 to the Registration Statement with Ms. Battles in connection with her appointment to the Board.

There are no arrangements or understandings between Ms. Battles, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Battles was selected as a director. Ms. Battles has no family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between Ms. Battles and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On November 17, 2025, the Company issued a press release announcing the appointment of Ms. Battles to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated November 17, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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