ThredUp Inc. (TDUP)

CIK: 0001484778. SIC: 5961 Retail-Catalog & Mail-Order Houses. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Retail Trade > Miscellaneous Retail > SIC 5961 Retail-Catalog & Mail-Order Houses

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1484778. Latest filing source: 0001484778-26-000007.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001484778.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001484778.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001484778-26-000016.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-04. Report date: 2026-03-31.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 I, 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 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 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 allows 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 First Quarter Results

Revenue totaled $81.7 million for the first quarter of 2026, compared to $71.3 million for the first quarter of 2025, representing an increase of 14.6% year over year.

Gross Profit and Margin: Gross profit totaled $64.7 million for the first quarter of 2026, compared to $56.4 million for the first quarter of 2025, representing an increase of 14.7% year over year. Gross margin was 79.2%, an increase of 10 basis points from 79.1% in the comparable quarter last year.

Net Loss was $6.5 million, or a negative 7.9% of revenue, for the first quarter of 2026, compared to $5.2 million, or a negative 7.3% of revenue, for the first quarter of 2025, representing an increase of 24.1% year over year.

Non-GAAP Adjusted EBITDA(1) was $2.7 million, or 3.4% of revenue, for the first quarter of 2026, compared to $3.8 million, or 5.3% of revenue, for the first quarter of 2025, representing a decrease of 27.9% year over year.

Active Buyers and Orders: Active Buyers totaled 1.7 million and Orders totaled 1.6 million, in the first quarter of 2026, compared to 1.4 million and 1.4 million, respectively, in the first quarter of 2025, representing increases of 25.0% and 19.3%, respectively, year over year.

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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

March 31,

2026

March 31,

2025

Change

(in thousands, except percentages)

Active Buyers (as of period end)

1,713 

1,370 

25.0 

%

Orders

1,635 

1,371 

19.3 

%

Revenue

$

81,671 

$

71,291 

14.6 

%

Gross profit

$

64,660 

$

56,371 

14.7 

%

Gross margin

79.2 

%

79.1 

%

10 

 bps

Net loss

$

(6,472)

$

(5,215)

24.1 

%

Net loss margin

(7.9)

%

(7.3)

%

(60)

 bps

Non-GAAP Adjusted EBITDA(1)

$

2,745 

$

3,808 

(27.9)

%

Non-GAAP Adjusted EBITDA margin(1)

3.4 

%

5.3 

%

(190)

 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.

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The following table provides a reconciliation of Net loss to Non-GAAP Adjusted EBITDA:

Three Months Ended

March 31,

2026

March 31,

2025

(in thousands)

Net loss

$

(6,472)

$

(5,215)

Stock-based compensation expense

5,503 

5,520 

Depreciation and amortization

3,306 

3,169 

Interest expense

384 

514 

Provision for income taxes

24 

57 

Severance and other reorganization costs

— 

(3)

Gains related to non-marketable equity investments

— 

(234)

Non-GAAP Adjusted EBITDA

$

2,745 

$

3,808 

Revenue

$

81,671 

$

71,291 

Non-GAAP Adjusted EBITDA margin

3.4 

%

5.3 

%

Comparison of Financial Results for the Three Months Ended March 31, 2026 and 2025

Revenue

Three Months Ended

Change

March 31,

2026

March 31,

2025

Amount

%

(in thousands, except percentages)

Revenue

$

81,671 

$

71,291 

$

10,380 

14.6 

%

Revenue increased $10.4 million, or 14.6%, for the three months ended March 31, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 19.3% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by a 1.6% decrease in the average order value, primarily driven by a higher mix of orders from newer buyer cohorts who tend to place smaller orders, all largely attributable to a lower free shipping threshold. 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

March 31,

2026

March 31,

2025

Amount

%

(in thousands, except percentages)

Cost of revenue

$

17,011 

$

14,920 

$

2,091 

14.0 

%

Gross profit

$

64,660 

$

56,371 

$

8,289 

14.7 

%

Gross margin

79.2 

%

79.1 

%

Gross margin was 79.2% for the three months ended March 31, 2026, compared to 79.1% in the same period in 2025, an increase of 10 basis points. Overall, gross margin remained relatively stable between periods.

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Operations, Product, and Technology

Three Months Ended

Change

March 31,

2026

March 31,

2025

Amount

%

(in thousands, except percentages)

Operations, product, and technology

$

41,075 

$

35,126 

$

5,949 

16.9 

%

Operations, product, and technology as a percentage of revenue

50.3 

%

49.3 

%

Operations, product, and technology expenses increased $5.9 million, or 16.9%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was primarily due to a $3.6 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $1.7 million increase in inbound shipping costs driven by higher supply volume, and a $0.7 million increase in facilities, technology and other distribution center-related costs. We expect shipping rates to increase in the near term driven by fuel surcharges. The increase in operations, product, and technology expenses as a percentage of revenue reflects higher labor and inbound shipping costs associated with increased order volume.

Marketing

Three Months Ended

Change

March 31,

2026

March 31,

2025

Amount

%

(in thousands, except percentages)

Marketing

$

14,941 

$

13,143 

$

1,798 

13.7 

%

Marketing as a percentage of revenue

18.3 

%

18.4 

%

Marketing expenses increased $1.8 million, or 13.7%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was primarily due to a $1.9 million increase in advertising costs related to our marketing initiatives aimed at driving customer engagement and platform growth. The marketing expenses as a percentage of revenue remained relatively consistent between periods.

Sales, General and Administrative

Three Months Ended

Change

March 31,

2026

March 31,

2025

Amount

%

(in thousands, except percentages)

Sales, general, and administrative

$

15,233 

$

13,536 

$

1,697 

12.5 

%

Sales, general, and administrative as a percentage of revenue

18.7 

%

19.0 

%

Sales, general, and administrative expenses increased $1.7 million, or 12.5%, for the three months ended March 31, 2026 as compared to the same period in 2025. The increase was primarily due to a $1.0 million increase in personnel-related costs, a $0.5 million increase in facilities, technology and other costs, and a $0.4 million increase in payment processin

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 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 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 January 2025.

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 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, fill and return it to us using our prepaid label. 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 RaaS offering, which allows them to conveniently offer a scalable closet clean out service and/or resale shop to their customers. We believe RaaS will accelerate the growth of this emerging category and supplements our overall supply strategy and other services.

Recent Business Developments

Discontinued Operations

On November 30, 2024, we divested 91% of our European business and Bulgarian subsidiary, Remix, which qualified for reporting as a discontinued operation. As a result, Remix’s results for 2024, reflecting the period from the beginning of the year through the transaction date, are presented as a single line item, loss from discontinued operations, net of tax, and excluded from continuing operations in the consolidated statements of operations for the year ended December 31, 2024. Cash flows attributable to Remix are segregated and presented separately as net cash flow used in discontinued operating activities and net cash flow used in discontinued investing activities for the period through the transaction date during the year ended December 31, 2024 in the consolidated statements of cash flows. Accordingly, any discussion of historical information in the following sections reflects Remix’s results as a discontinued operation, and amounts, including key operating metrics, and disclosures below pertain to our continuing operations for all periods presented, unless otherwise noted.

Tax Reform

On July 4, 2025, the U.S. enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 (OBBBA) which includes both tax and non-tax provisions. The changes resulting from the tax provisions in OBBBA did not have a material impact on the Company’s consolidated financial statements.

Overview of 2025 Results from Continuing Operations

Revenue: Revenue totaled $310.8 million for the year ended December 31, 2025, compared to $260.0 million for the year ended December 31, 2024, representing an increase of 19.5% year over year.

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Gross Profit and Margin: Gross profit totaled $246.8 million for the year ended December 31, 2025, compared to $207.1 million for the year ended December 31, 2024, representing an increase of 19.1% year over year. Gross margin was 79.4%, a decrease of 30 basis points from 79.7% for the same period in 2024.

Loss from continuing operations: Loss from continuing operations was $20.2 million, or a negative 6.5% of revenue, for the year ended December 31, 2025, compared to a loss of $40.0 million, or a negative 15.4% of revenue, for the same period in 2024, representing a decrease of 49.5% year over year.

Non-GAAP Adjusted EBITDA from continuing operations(1): Non-GAAP Adjusted EBITDA from continuing operations was $13.5 million, or 4.4% of revenue, for the year ended December 31, 2025, compared to $8.7 million, or 3.3% of revenue, for the same period in 2024, representing an increase of 55.8% year over year.

Active Buyers and Orders: Active Buyers totaled 1.7 million and Orders totaled 6.1 million in 2025, compared to 1.3 million and 4.9 million, respectively, in 2024, representing increases of 29.5% and 25.3%, respectively, year over year.

Key Financial and Operating Metrics from Continuing Operations

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.

Year Ended December 31,

2025

2024

Change

(in thousands, except percentages)

Active Buyers (as of period end)

1,650 

1,274 

29.5 

%

Orders

6,075 

4,850 

25.3 

%

Revenue

$

310,813 

$

260,031 

19.5 

%

Gross profit

$

246,753 

$

207,125 

19.1 

%

Gross margin

79.4 

%

79.7 

%

Loss from continuing operations

$

(20,214)

$

(39,999)

(49.5)

%

Loss from continuing operations margin

(6.5)

%

(15.4)

%

Non-GAAP Adjusted EBITDA from continuing operations(1)

$

13,524 

$

8,679 

55.8 

%

Non-GAAP Adjusted EBITDA from continuing operations margin

4.4 

%

3.3 

%

(1)Non-GAAP Adjusted EBITDA from continuing operations and Non-GAAP Adjusted EBITDA from continuing operations 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 from continuing operations to its most directly comparable GAAP measure, loss from continuing operations.

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 or 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.

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Non-GAAP Financial Measures from Continuing Operations

Non-GAAP Adjusted EBITDA from continuing operations and Non-GAAP Adjusted EBITDA from continuing operations Margin

Non-GAAP Adjusted EBITDA from continuing operations means loss from continuing operations adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, interest expense, impairment of long-lived assets, legal settlement and fees, provision for income taxes, severance and other reorganization costs, and gains related to non-marketable equity investment. Non-GAAP Adjusted EBITDA from continuing operations margin represents Non-GAAP Adjusted EBITDA from continuing operations divided by Revenue. We use Non-GAAP Adjusted EBITDA from continuing operations and Non-GAAP Adjusted EBITDA from continuing operations margin, which are 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 that Non-GAAP Adjusted EBITDA from continuing operations and Non-GAAP Adjusted EBITDA from continuing operations margin, 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.

The following table provides a reconciliation of loss from continuing operations to non-GAAP Adjusted EBITDA from continuing operations:

Year Ended December 31,

2025

2024

(in thousands)

Loss from continuing operations

$

(20,214)

$

(39,999)

Stock-based compensation expense

19,003 

25,847 

Depreciation and amortization

12,924 

17,328 

Interest expense

1,919 

2,525 

Impairment of long-lived assets

1,070 

— 

Legal settlement and fees

247 

— 

Provision for income taxes

59 

29 

Severance and other reorganization costs

— 

2,949 

Gains related to non-marketable equity investments

(1,484)

— 

Non-GAAP Adjusted EBITDA from continuing operations

$

13,524 

$

8,679 

Presentation

Revenue

Beginning in the first quarter of 2025, we combined consignment revenue and product revenue into a single line item, revenue, on the consolidated statements of operations and similarly combined related cost of revenue line items. With our transition to a primarily consignment model, product revenue is not material to warrant separate presentation on the consolidated statements of operations. Prior period amounts have been reclassified to conform to the current period’s presentation.

We generate revenue primarily from the sale of secondhand apparel, shoes and accessories on behalf of sellers. Revenue is recognized net of seller payouts, discounts, incentives and returns. Additionally, revenue includes sales of company-owned inventory and bag fees charged to sellers for processing Clean Out Bags. We expect revenue to continue to increase as we grow our Active Buyers and Orders.

Cost of Revenue

Cost of revenue primarily consists of outbound shipping, outbound labor, and packaging costs. We expect cost of revenue and gross profit as a percentage of revenue to remain relatively stable.

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Operating Expenses

Operations, Product and Technology

Operations, product and technology expenses consist primarily of distribution center operating costs and product and technology expenses. Distribution center operating costs mainly include personnel costs, inbound shipping costs (excluding amounts capitalized to inventory), distribution center rent, equipment, maintenance, and depreciation. Product and technology costs include personnel costs for the design and development of product and the related technology that is used to operate our distribution centers, merchandise science, website development and related expenses for these departments. Operations, product and technology expenses also include an allocation of corporate facilities and information technology costs such as equipment, depreciation and rent. We expect operations, product and technology expenses to increase in absolute dollars in future periods to support our growth, especially as costs to increase our supply (inbound costs) are generally incurred prior to the expected revenue growth. Additionally, we expect to continue investing in automation and other technology improvements to support and drive efficiency in our operations. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments, including business acquisitions. We expect these expenses to increase in absolute dollars and decrease as a percentage of revenue over the longer term due to better leverage in our operations.

Marketing

Marketing expense consists primarily of advertising and public relations costs, and personnel costs for employees engaged in marketing. Marketing costs also include an allocation of corporate facilities and information technology costs such as equipment, depreciation and rent. We expect our marketing expenses to fluctuate as a percentage of revenue as we intend to increase marketing spend to drive the growth of our business.

Sales, General and Administrative

Sales, general and administrative expense consists of personnel costs for employees involved in general corporate functions, including accounting, finance, tax, legal and people services, and customer service. Sales, general and administrative also includes payment processing fees, professional fees and allocation of corporate facilities and information technology costs such as equipment, depreciation and rent. We expect to increase sales, general and administrative expense as we grow our infrastructure to support operating as a public company and the overall growth in our business. While these expenses may vary from period to period as a percentage of revenue, we expect them to increase in absolute dollars and decrease as a percentage of revenue over the longer term.

Interest Expense

Interest expense consists of interest and debt issuance costs relating to our term loan facility.

Other Income, Net

Other income, net primarily consists of non-operating income and expenses, including interest income earned on our investments in marketable securities and gains related to our non-marketable equity investments.

Financial Results from Continuing Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Revenue

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Revenue

$

310,813 

$

260,031 

$

50,782 

19.5 

%

Revenue increased $50.8 million, or 19.5%, for the year ended December 31, 2025 as compared to the same period in 2024. The growth in revenue was mainly driven by a 25.3% increase in Orders, supported by higher engagement from new buyers acquired in 2025. The growth was partially offset by a 0.6% decrease in average order value, as well as higher discounts and changes in seller payout mix. These trends reflect the continued strength in our core marketplace business and our ongoing focus on driving platform growth.

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Gross Margin

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Cost of revenue

$

64,060 

$

52,906 

$

11,154 

21.1 

%

Gross profit

$

246,753 

$

207,125 

$

39,628 

19.1 

%

Gross margin

79.4 

%

79.7 

%

Gross margin was 79.4% and 79.7% for the years ended December 31, 2025 and 2024, respectively, representing a decrease of 30 basis points. Overall, gross margin remained relatively stable year over year, with the decrease primarily driven by higher outbound shipping and packaging costs.

Operations, Product and Technology

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Operations, product, and technology

$

152,859 

$

142,210 

$

10,649 

7.5 

%

Operations, product, and technology as a percentage of revenue

49.2 

%

54.7 

%

Operations, product, and technology expenses increased $10.6 million or 7.5% for the year ended December 31, 2025 as compared to the same period in 2024, while decreasing as a percentage of revenue. The increase in absolute dollars was primarily due to a $9.0 million increase in personnel-related costs, primarily driven by higher distribution center headcount, a $1.8 million increase in inbound shipping costs driven by higher supply volume, and a $1.1 million impairment charge related to a warehouse lease incurred in 2025. The increase was partially offset by a $1.2 million decrease in facilities, technology and other distribution center-related costs. Overall, the decrease in operations, product, and technology expenses as a percentage of revenue reflects improved operating efficiency, cost optimization efforts, and benefits from economies of scale.

Marketing

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Marketing

$

58,982 

$

48,639 

$

10,343 

21.3 

%

Marketing as a percentage of revenue

19.0 

%

18.7 

%

Marketing expenses increased $10.3 million or 21.3% for the year ended December 31, 2025 as compared to the same period in 2024. The increase was primarily due to a $9.6 million increase in advertising costs and a $1.4 million increase in professional services, both related to our marketing initiatives aimed at driving customer engagement and platform growth. This increase was partially offset by a $0.4 million decrease in personnel-related costs, primarily due to severance costs incurred in the prior year related to our March 2024 workforce reorganization, and a $0.3 million decrease in facility, technology, and other costs. The marketing expenses as a percentage of revenue remained relatively consistent year over year.

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Sales, General and Administrative

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Sales, general and administrative

$

56,658 

$

56,895 

$

(237)

(0.4)

%

Sales, general and administrative as a percentage of revenue

18.2 

%

21.9 

%

Sales, general, and administrative expenses remained relatively stable year over year, with a decrease of $0.2 million or 0.4% for the year ended December 31, 2025 as compared to the same period in 2024. The decrease was primarily due to a $4.4 million decrease in personnel-related costs, mainly attributable to lower stock-based compensation expense and severance costs incurred in the prior year related to our March 2024 workforce reorganization. This decrease was partially offset by a $1.8 million increase in payment processing fees and a $1.5 million increase in customer appeasement costs, both largely driven by higher order volume during the period, as well as a $0.8 million increase in professional services and other corporate costs. The decrease in sales, general, and administrative expenses as a percentage of revenue was primarily due to increased operating leverage resulting from higher revenue and lower overall costs.

Interest Expense

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Interest expense

$

(1,919)

$

(2,525)

$

606 

(24.0)

%

Interest expense decreased $0.6 million or 24.0% for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to a lower interest rate environment and reduced outstanding debt balances.

Other Income, Net

Year Ended December 31,

Change

2025

2024

Amount

%

(in thousands, except percentages)

Other income, net

$

3,510 

$

3,174 

$

336 

10.6 

%

Other income, net increased $0.3 million or 10.6% for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to $1.5 million of gains related to non-marketable equity investments, partially offset by a $0.9 million decrease in interest income resulting from lower interest rates and $0.3 million in legal settlement and related fees.

Liquidity and Capital Resources

We generated positive cash flows from continuing operations of $10.7 million for the year ended December 31, 2025. We have primarily financed our operations through private and public sales of equity securities and a term loan facility (“Term Loan”). As of December 31, 2025, we had cash, cash equivalents, restricted cash and short-term marketable securities of $53.1 million. Additionally, we have a Term Loan under which $22.5 million remained available to be drawn as of December 31, 2025 for the purchase of certain equipment, and we were in compliance with our debt covenants under the Term Loan as of that date. See Note 7, Long-Term Debt, to the consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for a further discussion on our Term Loan.

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We expect operating losses to continue in 2026 as we continue to invest in growing our business and our infrastructure. Our primary sources of liquidity are cash flows generated from operations, cash on hand and borrowings available under the Term Loan. Our primary use of cash includes 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 short-term marketable securities will be sufficient for at least the next 12 months 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 our increased 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 in 2026. See Part I, Item 1A, Risk Factors, under “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” in this Annual Report on Form 10-K.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Year Ended December 31,

2025

2024

(in thousands)

Net cash provided by (used in):

Continuing operating activities

$

10,652 

$

4,903 

Continuing investing activities

(7,166)

(10,260)

Continuing financing activities

(397)

(4,392)

Net change in cash, cash equivalents and restricted cash from continuing operations

$

3,089 

$

(9,749)

Changes in Cash Flows from Continuing Operating Activities

Net cash provided by continuing operating activities was $10.7 million for the year ended December 31, 2025, compared to $4.9 million for the same period in 2024. The $5.7 million increase in net cash provided by continuing operating activities was driven by an $8.9 million improvement in loss from continuing operations adjusted for non-cash items, reflecting higher revenue and lower operating losses from continuing operations. This improvement was partially offset by a $3.1 million higher net use of cash from changes in operating assets and liabilities, which primarily reflected $8.4 million of cash used for accounts payable, accrued and other liabilities reflecting the timing of vendor payments and recognition of breakage revenue from gift cards, and $3.3 million of cash used for other assets reflecting the timing of payments and receipts associated with prepaid expenses and other receivables and change in inventory balances following the transition from a product to a consignment model, partially offset by $8.8 million of cash provided by seller payable, primarily reflecting increased seller credit issuance and the timing of conversion to gift cards.

Changes in Cash Flows from Continuing Investing Activities

Net cash used in continuing investing activities was $7.2 million for the year ended December 31, 2025, compared to $10.3 million for the same period in 2024. The $3.1 million decrease in continuing investing cash outflows was primarily driven by an $11.1 million decrease in purchases of marketable securities, partially offset by a $4.1 million decrease in maturities in marketable securities and a $3.9 million increase in purchases of property and equipment.

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Changes in Cash Flows from Continuing Financing Activities

Net cash used in continuing financing activities was $0.4 million for the year ended December 31, 2025, compared to $4.4 million for the same period in 2024. The $4.0 million decrease in continuing financing cash outflows was primarily driven by a $24.3 million increase in proceeds from issuance of stock-based awards, driven by a higher stock price, partially offset by a $20.3 million increase in payroll taxes paid on stock-based award activity.

Contractual Obligations

Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. As of December 31, 2025, the value of our non-cancellable unconditional purchase obligations was $3.5 million. See Note 10, Commitments and Contingencies, to the consolidated financial statements included in Part I, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for additional information regarding our purchase obligations.

For a further discussion on our operating lease commitments and long-term debt as of December 31, 2025, see the sections above as well as Note 6, Leases, and Note 7, Long-Term Debt, to the consolidated financial statements included in Part I, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss or consolidated statements of cash flows.

Critical Accounting Policies and Estimates

Use of 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 materially from those estimates.

We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Revenue Recognition

We generate revenue primarily from the sale of secondhand apparel, shoes and accessories on behalf of sellers and partners. We retain a percentage of the proceeds received as payment for our consignment service. We report revenue on a net basis as an agent and not the gross amount collected from the buyer. We recognize revenue upon purchase of the seller’s secondhand item by the buyer. Revenue is recognized net of discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue.

We recognize revenue from gift cards when the gift cards are redeemed by the customer. Additionally, we recognize 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. 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.

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Stock-Based Compensation

We estimate the fair value of stock options and the ESPP at the grant date using the Black-Scholes option-pricing model (the “Black-Scholes Model”). The fair values of RSUs are determined based on our stock price on the date of grant. The fair values of equity awards are recognized as compensation expense over the requisite service period or over the period in which the related services are received (generally the vesting period), using the straight-line method. We account for forfeitures as they occur.

The Black-Scholes Model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include per share fair value of the underlying common stock, expected term, risk-free interest rate, expected annual dividend yield and expected stock price volatility over the expected term. For all stock options granted to date, we calculated the expected term using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). We determine volatility using the historical volatility of the stock price of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on United States Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but will be reviewed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Operating as one operating and reportable segment, the Company performs a qualitative assessment annually during the fourth quarter to determine if it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value of its single reporting unit is less than its carrying amount, the Company will perform a quantitative assessment, in which it would use a discounted cash flow approach to estimate the fair value of its single reporting unit. If the fair value of the single reporting unit is less than its carrying amount, then an impairment charge is recognized for the difference between the fair value and carrying amount of goodwill.

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 consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

New Accounting Pronouncements

See discussion under Note 2, Significant Accounting Policies, to the consolidated financial statements included in Part I, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for information on new accounting pronouncements.