← Back to TDUP filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other information, including our condensed consolidated financial statements and related notes included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q; Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q; and our consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 10-K”). There have been no material changes to the risk factors described in our 2025 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full calendar year or any other period.
Overview
ThredUp operates one of the world’s largest online resale platforms for apparel, shoes and accessories. Our mission is to inspire the world to think secondhand first. We believe in a sustainable fashion future and we are proud that our business model creates a positive impact to the benefit of our buyers, sellers, clients, employees, investors and the environment. Our custom-built operating platform consists of distributed processing infrastructure, proprietary software and systems, and data science and artificial intelligence expertise. This platform is powering the rapidly emerging resale economy, one of the fastest growing sectors in retail, according to a GlobalData market survey conducted in April 2026.
ThredUp’s proprietary operating platform is the foundation for our managed marketplace, where we have bridged online and offline technology to make the buying and selling of tens of millions of unique items easy and fun. The marketplaces we have built, enhanced by artificial intelligence-powered search and personalization tools, enable buyers to browse and purchase resale items for primarily apparel, shoes and accessories across a wide range of price points. Buyers enjoy shopping value, premium and luxury brands all in one place, at up to 90% off estimated retail price. Sellers enjoy ThredUp because we make it easy to clean out their closets and unlock value for themselves or for the charity of their choice while doing good for the planet. ThredUp’s sellers order a Clean Out Bag or a prepaid shipping label, fill a bag or a box and return it to us. We take it from there and do the work to make those items available for resale. In addition to our core marketplace, some of the world’s leading brands and retailers are taking advantage of our Resale-as-a-Service (“RaaS”) offering, which leverages our generative artificial intelligence technology to allow them to conveniently offer a scalable closet clean out service and/or resale shop to their customers. We believe that RaaS will accelerate the growth of this emerging category and supplements our overall supply strategy and other services.
Overview of Second Quarter Results
Revenue totaled $90.8 million for the second quarter of 2026, compared to $77.7 million for the second quarter of 2025, representing an increase of 16.9% year over year.
Gross Profit and Margin: Gross profit totaled $72.5 million for the second quarter of 2026, compared to $61.7 million for the second quarter of 2025, representing an increase of 17.5% year over year. Gross margin was 79.9%, an increase of 40 basis points from 79.5% in the comparable quarter last year.
Net Loss was $5.9 million, or a negative 6.5% of revenue, for the second quarter of 2026, compared to $5.2 million, or a negative 6.7% of revenue, for the second quarter of 2025, representing an increase of 14.7% year over year.
Non-GAAP Adjusted EBITDA(1) was $4.8 million, or 5.3% of revenue, for the second quarter of 2026, compared to $3.0 million, or 3.9% of revenue, for the second quarter of 2025, representing an increase of 58.4% year over year.
Active Buyers and Orders: Active Buyers totaled 1.8 million and Orders totaled 1.9 million in the second quarter of 2026, compared to 1.5 million and 1.5 million, respectively, in the second quarter of 2025, representing increases of 20.9% and 21.9%, respectively, year over year.
19
Table of Contents
Key Financial and Operating Metrics
We review a number of operating and financial metrics, including the following key business and non-GAAP metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key financial and operating metrics are set forth below for the periods presented.
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change
(in thousands, except percentages)
Active Buyers (as of period end) 1,771 1,465 20.9 % 1,771 1,465 20.9 %
Orders 1,871 1,535 21.9 % 3,506 2,906 20.6 %
Revenue $ 90,767 $ 77,657 16.9 % $ 172,438 $ 148,948 15.8 %
Gross profit $ 72,524 $ 61,736 17.5 % $ 137,184 $ 118,107 16.2 %
Gross margin 79.9 % 79.5 % 40 bps 79.6 % 79.3 % 30 bps
Net loss $ (5,935) $ (5,176) 14.7 % $ (12,407) $ (10,391) 19.4 %
Net loss margin (6.5) % (6.7) % 20 bps (7.2) % (7.0) % (20) bps
Non-GAAP Adjusted EBITDA(1) $ 4,779 $ 3,017 58.4 % $ 7,524 $ 6,825 10.2 %
Non-GAAP Adjusted EBITDA margin(1) 5.3 % 3.9 % 140 bps 4.4 % 4.6 % (20) bps
(1)Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted EBITDA margin are non-GAAP measures, which may not be comparable to similarly-titled measures used by other companies. See below for a reconciliation of Non-GAAP Adjusted EBITDA to its most directly comparable GAAP measure, Net loss.
Active Buyers
An Active Buyer is a ThredUp buyer who has made at least one purchase in the last twelve months. A ThredUp buyer is a customer who has created an account and purchased in our marketplaces, including through our RaaS clients, and is identified by a unique email address. A single person could have multiple ThredUp accounts and count as multiple Active Buyers. The number of Active Buyers is a key driver of revenue for our marketplaces.
Orders
Orders means the total number of orders placed by buyers across our marketplaces, including through our RaaS clients, in a given period, net of cancellations.
Non-GAAP Financial Measures
Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted EBITDA Margin
Non-GAAP Adjusted EBITDA means Net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, provision for income taxes, severance and other reorganization costs, and gains related to non-marketable equity investments. Non-GAAP Adjusted EBITDA margin represents Non-GAAP Adjusted EBITDA divided by Revenue. We use these non-GAAP measures to evaluate and assess our operating performance and the operating leverage in our business, and for internal planning and forecasting purposes. We believe these non-GAAP measures, when taken collectively with our GAAP results, may be helpful to investors because they provide consistency and comparability with past financial performance and assist in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results.
20
Table of Contents
The following table provides a reconciliation of Net loss to Non-GAAP Adjusted EBITDA:
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
(in thousands)
Net loss $ (5,935) $ (5,176) $ (12,407) $ (10,391)
Stock-based compensation expense 5,925 4,500 11,428 10,020
Depreciation and amortization 4,101 3,166 7,407 6,335
Interest expense 299 496 683 1,010
Provision for income taxes 27 31 51 88
Severance and other reorganization costs 362 — 362 (3)
Gains related to non-marketable equity investments — — — (234)
Non-GAAP Adjusted EBITDA $ 4,779 $ 3,017 $ 7,524 $ 6,825
Revenue $ 90,767 $ 77,657 $ 172,438 $ 148,948
Non-GAAP Adjusted EBITDA margin 5.3 % 3.9 % 4.4 % 4.6 %
Comparison of Financial Results for the Three and Six Months Ended June 30, 2026 and 2025
Revenue
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Revenue $ 90,767 $ 77,657 $ 13,110 16.9 % $ 172,438 $ 148,948 $ 23,490 15.8 %
Revenue increased $13.1 million, or 16.9%, for the three months ended June 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 21.9% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by a 2.9% decrease in the average order value, primarily driven by a higher mix of smaller orders. These trends reflect the continued strength in our core marketplace business and our ongoing focus on driving platform growth.
Revenue increased $23.5 million, or 15.8%, for the six months ended June 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 20.6% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by a 2.3% decrease in the average order value, primarily driven by a higher mix of smaller orders. These trends reflect the continued strength in our core marketplace business and our ongoing focus on driving platform growth.
Gross Margin
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Cost of revenue $ 18,243 $ 15,921 $ 2,322 14.6 % $ 35,254 $ 30,841 $ 4,413 14.3 %
Gross profit $ 72,524 $ 61,736 $ 10,788 17.5 % $ 137,184 $ 118,107 $ 19,077 16.2 %
Gross margin 79.9 % 79.5 % 79.6 % 79.3 %
Gross margin was 79.9% for the three months ended June 30, 2026, compared to 79.5% in the same period in 2025, an increase of 40 basis points. Overall, gross margin remained relatively stable across the periods.
21
Table of Contents
Gross margin was 79.6% for the six months ended June 30, 2026, compared to 79.3% in the same period in 2025, an increase of 30 basis points. Overall, gross margin remained relatively stable across the periods.
Operations, Product, and Technology
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Operations, product, and technology $ 45,115 $ 37,525 $ 7,590 20.2 % $ 86,190 $ 72,651 $ 13,539 18.6 %
Operations, product, and technology as a percentage of revenue 49.7 % 48.3 % 50.0 % 48.8 %
Operations, product, and technology expenses increased $7.6 million, or 20.2%, for the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $4.2 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $2.0 million increase in inbound shipping costs driven by higher supply volume, and a $1.4 million increase in facilities, technology and other distribution center-related costs. The increase in operations, product, and technology expenses as a percentage of revenue for the three months ended June 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.
Operations, product, and technology expenses increased $13.5 million, or 18.6%, for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $7.7 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $3.7 million increase in inbound shipping costs driven by higher supply volume, and a $2.1 million increase in facilities, technology and other distribution center-related costs. The increase in operations, product, and technology expenses as a percentage of revenue for the six months ended June 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.
Marketing
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Marketing $ 17,761 $ 16,206 $ 1,555 9.6 % $ 32,702 $ 29,349 $ 3,353 11.4 %
Marketing as a percentage of revenue 19.6 % 20.9 % 19.0 % 19.7 %
Marketing expenses increased $1.6 million, or 9.6%, for the three months ended June 30, 2026 as compared to the same period in 2025, which was primarily due to an increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The decrease in marketing expenses as a percentage of revenue for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily due to increased operating leverage resulting from higher revenue.
Marketing expenses increased $3.4 million, or 11.4%, for the six months ended June 30, 2026 as compared to the same period in 2025, which was primarily due to an increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The decrease in marketing expenses as a percentage of revenue for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to increased operating leverage resulting from higher revenue.
22
Table of Contents
Sales, General and Administrative
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Sales, general, and administrative $ 15,761 $ 13,250 $ 2,511 19.0 % $ 30,994 $ 26,786 $ 4,208 15.7 %
Sales, general, and administrative as a percentage of revenue 17.4 % 17.1 % 18.0 % 18.0 %
Sales, general, and administrative expenses increased $2.5 million, or 19.0%, for the three months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $1.5 million increase in personnel-related costs, of which $1.0 million was attributable to stock-based compensation, a $0.4 million increase in professional services, a $0.3 million increase in payment processing fees driven by higher gross sales volume during the period, and a $0.3 million increase in facilities, technology and other costs. The sales, general, and administrative expenses as a percentage of revenue remained consistent across the periods.
Sales, general, and administrative expenses increased $4.2 million, or 15.7%, for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $2.5 million increase in personnel-related costs, of which $1.0 million was attributable to stock-based compensation, a $0.9 million increase in facilities, technology and other costs, and a $0.8 million increase in payment processing fees driven by higher gross sales volume during the period. The sales, general, and administrative expenses as a percentage of revenue remained consistent across the periods.
Interest Expense
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Interest expense $ 299 $ 496 $ (197) (39.7) % $ 683 $ 1,010 $ (327) (32.4) %
Interest expense decreased $0.2 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to a lower interest rate resulting from our recent debt amendment and reduced outstanding debt balances.
Interest expense decreased $0.3 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to a lower interest rate resulting from our recent debt amendment and reduced outstanding debt balances.
Other Income, Net
Three Months Ended Change Six Months Ended Change
June 30, 2026 June 30, 2025 Amount % June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Other income, net $ 504 $ 596 $ (92) (15.4) % $ 1,029 $ 1,386 $ (357) (25.8) %
Other income, net remained relatively consistent for the three months ended June 30, 2026 as compared to the same period in 2025.
23
Table of Contents
Other income, net, decreased $0.4 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to a gain recognized on a non-marketable equity investment in the first quarter of 2025.
Liquidity and Capital Resources
We generated positive cash flows from operating activities of $9.2 million for the six months ended June 30, 2026. We have primarily financed our operations through private and public sales of equity securities and a term loan facility (“Term Loan”). As of June 30, 2026, we had cash, cash equivalents, restricted cash and marketable securities of $57.4 million, an increase of $4.3 million from December 31, 2025. Additionally, we have a Term Loan under which $10.0 million remained available to be drawn as of June 30, 2026 for the purchase of certain equipment, and we were in full compliance with our debt covenants under the Term Loan as of that date. See Note 6, Long-Term Debt, to the condensed consolidated financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our Term Loan.
Our primary sources of liquidity are cash flows generated from operations, cash on hand and borrowings available under the Term Loan. Our primary uses of cash include seller payouts, operating costs such as distribution network spend, product and technology, marketing, personnel-related expenses, and other expenditures necessary to support our operations and our growth, as well as repayments on our Term Loan. Additionally, our primary capital expenditures are related to the set-up, expansion and/or automation of our distribution network. Based upon our current operating plans, we believe that our existing cash, cash equivalents and marketable securities will be sufficient for at least the next 12 months and beyond to meet our short and long-term capital requirements, and we do not anticipate expanding our distribution network to include additional locations in the near term. Our cash flow forecast is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.
Our future capital requirements will depend on many factors, including but not limited to, the timing of any future distribution center automation and expansion plans to support planned revenue growth, the expansion of sales and marketing activities, the potential introduction of new offerings, the continuing growth of our marketplaces and overall economic conditions. However, we expect that our capital expenditures will remain modest for the remainder of 2026. See the section titled “Risk Factors—Risks Relating to Our Indebtedness and Liquidity—We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing stockholders” within the 2025 10-K.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Six Months Ended Change
June 30, 2026 June 30, 2025 Amount %
(in thousands, except percentages)
Net cash provided by (used in):
Operating activities $ 9,204 $ 6,087 $ 3,117 51.2 %
Investing activities (7,470) 971 (8,441) (869.3) %
Financing activities 1,806 2,083 (277) (13.3) %
Net change in cash, cash equivalents and restricted cash $ 3,540 $ 9,141 $ (5,601) (61.3) %
Changes in Cash Flows from Operating Activities
Net cash provided by operating activities was $9.2 million during the six months ended June 30, 2026, compared to $6.1 million for the same period in 2025. The $3.1 million increase in operating cash inflows was primarily due to a $0.8 million improvement in net loss, adjusted for non-cash items, as well as a $2.3 million increase in the net cash provided by changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by $3.3 million in higher cash inflows from accounts payable and accrued and other liabilities, primarily reflecting the timing of vendor payments and compensation, partially offset by $0.9 million in higher cash outflows from operating liabilities reflecting higher lease payments.
24
Table of Contents
Changes in Cash Flows from Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $7.5 million as compared to net cash provided by investing activities of $1.0 million for the same period in 2025. The $8.4 million increase in cash outflows was primarily due to a $5.6 million decrease in sale and maturities of marketable securities, a $1.7 million increase in purchases of property and equipment, and a $1.1 million increase in purchases of marketable securities.
Changes in Cash Flows from Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $1.8 million as compared to $2.1 million for the same period in 2025. The $0.3 million decrease in cash inflows was primarily due to a $6.5 million decrease in proceeds from issuance of stock-based awards, partially offset by a $4.7 million decrease in withholding taxes paid on stock-based award activity and a $1.5 million decrease in payments on debt resulting from our debt amendment in the first quarter of 2026.
Critical Accounting Policies and Estimates
U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses. Actual results could differ from those estimates.
There have been no material changes to our critical accounting policies since the 2025 10-K. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2025 10-K.
JOBS Act Accounting Election
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. However, we will cease to qualify as an emerging growth company as of December 31, 2026, the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs. Upon losing emerging growth company status, we will be required to adopt any accounting standards for which we have been using private company effective dates beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
New Accounting Pronouncements
See discussion under Note 2, Significant Accounting Policies, to the condensed consolidated financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for information on new accounting pronouncements.