tdup-20250630

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 June 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 102,185,171 shares of Class A common stock and 20,975,710 shares of Class B common stock outstanding as of July 28, 2025.

TABLE OF CONTENTS


		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	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
	Signatures	31


	June 30, 2025		December 31, 2024
	(in thousands, except par value amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	40,969	$	31,851
Marketable securities	6,606		12,325
Accounts receivable, net	3,799		3,567

Other current assets	9,368		9,179
Total current assets	60,742		56,922
Operating lease right-of-use assets	28,496		28,853
Property and equipment, net	67,654		68,480
Goodwill	10,746		10,746
Other assets	5,965		6,224
Total assets	$	173,603	$	171,225
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,159	$	8,326
Accrued and other current liabilities	26,934		29,856
Seller payable	16,345		15,142
Operating lease liabilities, current	4,870		4,345
Current portion of long-term debt	3,865		3,855
Total current liabilities	63,173		61,524
Operating lease liabilities, non-current	31,500		32,489
Long-term debt, net of current portion	16,216		18,151
Other non-current liabilities	2,507		2,760
Total liabilities	113,396		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 June 30, 2025 and December 31, 2024; 123,048 and 116,134 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	12		11
Additional paid-in capital	626,449		612,148
Accumulated other comprehensive income (loss)	(2)		3
Accumulated deficit	(566,252)		(555,861)
Total stockholders’ equity	60,207		56,301
Total liabilities and stockholders’ equity	$	173,603	$	171,225


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
	(in thousands, except per share amounts)



Revenue	$	77,657	$	66,717	$	148,948	$	131,250



Cost of revenue	15,921		14,159		30,841		26,979
Gross profit	61,736		52,558		118,107		104,271
Operating expenses:
Operations, product, and technology	37,525		34,975		72,651		72,100
Marketing	16,206		13,258		29,349		24,109
Sales, general, and administrative	13,250		13,930		26,786		30,062
Total operating expenses	66,981		62,163		128,786		126,271
Operating loss	(5,245)		(9,605)		(10,679)		(22,000)
Interest expense	(496)		(652)		(1,010)		(1,329)
Other income, net	596		871		1,386		1,764
Loss before provision for income taxes	(5,145)		(9,386)		(10,303)		(21,565)
Provision for income taxes	31		6		88		17
Loss from continuing operations	(5,176)		(9,392)		(10,391)		(21,582)
Loss from discontinued operations, net of tax	—		(4,562)		—		(8,926)
Net loss	$	(5,176)	$	(13,954)	$	(10,391)	$	(30,508)

Weighted-average shares used to compute loss per share, basic and diluted	120,275		110,997		118,496		110,145

Loss from continuing operations per share, basic and diluted	$	(0.04)	$	(0.09)	$	(0.09)	$	(0.20)
Loss from discontinued operations per share, basic and diluted	—		(0.04)		—		(0.08)
Loss per share, basic and diluted	$	(0.04)	$	(0.13)	$	(0.09)	$	(0.28)


	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


	June 30, 2025
	Level 1		Level 2		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	5,020	$	—	$	5,020
Commercial paper	—		8,814		8,814
U.S. treasury securities	—		1,840		1,840

Total cash equivalents	5,020		10,654		15,674
Marketable securities:

U.S. treasury securities	—		5,166		5,166

Commercial paper	—		1,440		1,440
Total marketable securities	—		6,606		6,606
Total assets at fair value	$	5,020	$	17,260	$	22,280


	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


	Amount
	(in thousands)
2025 (Remaining six months)	$	2,000
2026	4,000
2027	14,333
Total principal payments	20,333
Less: unamortized debt discount	(252)
Less: current portion of long-term debt	(3,865)
Non-current portion of long-term debt	$	16,216


	June 30, 2025		December 31, 2024
	Authorized	Issued and Outstanding	Authorized	Issued and Outstanding
	(in thousands)
Class A common stock	1,000,000	102,071	1,000,000	88,061
Class B common stock	120,000	20,977	120,000	28,073
Total	1,120,000	123,048	1,120,000	116,134


	June 30, 2025		December 31, 2024
	(in thousands)
Property and equipment, at cost:
Machinery and equipment	$	81,935	$	78,908
Leasehold improvements	23,997		23,901
Internal-use software	11,699		11,681
Computers and software	7,740		7,396
Construction in progress	6,365		5,583
Furniture and fixtures	2,220		2,128
Total property and equipment, at cost	133,956		129,598
Less: accumulated depreciation and amortization	(66,302)		(61,118)
Property and equipment, net	$	67,654	$	68,480

SEC Form 10-Q filed by ThredUp Inc.