Inspiring the world to think secondhand first. To our stockholders: Building a business that redefines a category and reinvents itself as consumerbehavior and technology change requires a relentless commitment to first principlesthinking. This year, I thought it worth highlighting some of the first principles that haveguided us over the years and specifically ones we came back to in 2024 as wenavigated a volatile consumer environment. First, customers always want more for less and they always want it to happenyesterday instead of tomorrow. They are endlessly unsatisfied. Our job is toanticipate, delight and optimize towards a future that is unpredictable. In 2024, wetook risks to reinvent our acquisition engine and rebuild the fundamentalinfrastructure of how our product worked. The former didn’t go as planned and it putus on our heels for many months in the middle of the year. But we did not waiver onthe latter, we continued to build and innovate and the product in market today is thebest it has ever been. You can see the impact of these efforts in the acceleration ofnew buyers as we ended the year, the best customer retention in our history, and thehighest conversion rate on record for us. Delivering a great product experience iscentral to everything we do. Second, 100-year businesses relentlessly invest in deepening competitive advantages- not just when things are going well, but especially in difficult times. Despite thevolatility in 2024, we continued to invest in R&D and operations innovations that haveimproved the customer experience, reduced our variable costs for inbound andoutbound processing, and extended the time table before we need to add capacity toour network. You can see this clearly in the expansion of our contribution margins aswe ended the year. We have extended our unique and defensible competitiveadvantage in 2024 and we believe distanced ourselves further from competitors bigand small. Third, we are a technology company at our core and believe the greatest long-termreturns on our capital come from investing in technology solutions to customerproblems. Thus, we have made substantial investments in AI that are driving outsizedconversion rates while also improving accuracy and scale in our distribution centers.We did not ease into AI adoption — rather, we burned the boats in March of 2024 andhave not looked back. Fourth, our mission is our moat. The exceptional people at ThredUp remain ourgreatest asset and our leadership team and VP-layer of talent are as strong as theyhave ever been. The average tenure now of our leadership team is eight years - we’vebeen through it all together. At the same time, we’ve added fresh leadership talentacross marketing, merchandising, product and engineering that we believe can scaleto be the next generation of leaders at ThredUp. And beyond the leadership team, weare humbly scaling the next generation of directors and managers to take ThredUp farbeyond what we can even imagine today. As we look ahead to 2025, we remain focused on building a resale experience that verysoon will feel virtually indistinguishable from shopping new, an operations experiencethat is responsive to the emerging, unmet, needs of customers and a culture atThredUp that is hungry to separate itself as one of the greatest places to work in theworld. I couldn’t be happier with how our team closed out 2024 and set the ambitionwe have for 2025 and beyond. Onward. James ReinhartCo-Founder and Chief Executive OfficerThredUp Inc. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM10-K ThredUp Inc. 26-4009181 (I.R.S. Employer Identification No.) 94607(Zip Code) (415) 402-5202(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months(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 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of thischapter) during the preceding 12months (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. Seethe definitions of “lar