ThredUp reported a net loss of $5.47 million

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

21 unchanged paragraphs

There were 111,010,151 112,783,815 shares of Class A common stock and 20,323,499 20,323,399 shares of Class B common stock outstanding as of July 29, October 28, 2026.

1 unchanged paragraph

Financial statements 108 changes

2 unchanged paragraphs

Marketable securities 10,261 9,498

Cash and cash equivalents $ 42,169 42,682 $ 38,629

Marketable securities 12,156 9,498

Accounts receivable, net 2,619 4,925 2,437

Other current assets 6,159 5,976 6,112

Total current assets 61,208 65,739 56,676

Operating lease right-of-use assets 25,182 23,988 25,376

Property and equipment, net 65,901 64,065 67,243

1 unchanged paragraph

Other assets 7,105 7,204

Total assets $ 170,142 $ 167,245

Other assets 4,998 7,204

Total assets $ 169,536 $ 167,245

2 unchanged paragraphs

Accounts payable $ 13,474 $ 10,329

Seller payable 19,463 18,264

Accounts payable $ 14,210 $ 10,329

Accrued and other current liabilities 22,920 22,460 24,511

Seller payable 20,366 18,264

Operating lease liabilities, current 5,767 5,764 5,401

1 unchanged paragraph

Total current liabilities 61,624 62,800 62,380

Operating lease liabilities, non-current 27,120 25,537 28,580

Long-term debt, net of current portion 17,722 17,741 14,276

Other non-current liabilities 2,928 2,985 2,816

Total liabilities 109,394 109,063 108,052

2 unchanged paragraphs

Accumulated deficit ( 588,482 ) ( 576,075 )

Class A and B common stock, $ 0.0001 par value; 1,120,000 shares authorized as of June September 30, 2026 and December 31, 2025; 131,296 132,849 and 127,027 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 649,257 654,491 635,253

Accumulated other comprehensive income (loss) ( 40 79 ) 3

Accumulated deficit ( 593,952 ) ( 576,075 )

Total stockholders' equity 60,748 60,473 59,193

Total liabilities and stockholders' equity $ 170,142 169,536 $ 167,245

2 unchanged paragraphs

Three Months Ended Six Nine Months Ended

1 unchanged paragraph

Revenue $ 90,767 $ 77,657 $ 172,438 $ 148,948

Cost of revenue 18,243 15,921 35,254 30,841

Gross profit 72,524 61,736 137,184 118,107

Operations, product, and technology 45,115 37,525 86,190 72,651

Marketing 17,761 16,206 32,702 29,349

Sales, general, and administrative 15,761 13,250 30,994 26,786

Total operating expenses 78,637 66,981 149,886 128,786

Operating loss ( 6,113 ) ( 5,245 ) ( 12,702 ) ( 10,679 )

Interest expense ( 299 ) ( 496 ) ( 683 ) ( 1,010 )

Other income, net 504 596 1,029 1,386

Loss before provision for income taxes ( 5,908 ) ( 5,145 ) ( 12,356 ) ( 10,303 )

Provision for income taxes 27 31 51 88

Net loss $ ( 5,935 ) $ ( 5,176 ) $ ( 12,407 ) $ ( 10,391 )

Revenue $ 88,230 $ 82,161 $ 260,668 $ 231,109

Cost of revenue 19,197 16,949 54,451 47,790

Gross profit 69,033 65,212 206,217 183,319

Operations, product, and technology 42,468 38,545 128,658 111,196

Marketing 18,173 16,186 50,875 45,535

Sales, general, and administrative 13,652 14,869 44,646 41,655

Total operating expenses 74,293 69,600 224,179 198,386

Operating loss ( 5,260 ) ( 4,388 ) ( 17,962 ) ( 15,067 )

Interest expense ( 340 ) ( 477 ) ( 1,023 ) ( 1,487 )

Other income, net 132 583 1,161 1,969

Loss before provision (benefit) for income taxes ( 5,468 ) ( 4,282 ) ( 17,824 ) ( 14,585 )

Provision (benefit) for income taxes 2 ( 34 ) 53 54

Net loss $ ( 5,470 ) $ ( 4,248 ) $ ( 17,877 ) $ ( 14,639 )

Loss per share, basic and diluted $ ( 0.05 0.04 ) $ ( 0.04 0.03 ) $ ( 0.10 0.14 ) $ ( 0.09 0.12 )

Weighted-average shares used to compute loss per share, basic and diluted 129,854 120,275 128,779 118,496 131,827 123,903 129,806 120,318

2 unchanged paragraphs

Net loss $ ( 5,935 ) $ ( 5,176 ) $ ( 12,407 ) $ ( 10,391 )

Total other comprehensive loss ( 21 ) — ( 43 ) ( 5 )

Total comprehensive loss $ ( 5,956 ) $ ( 5,176 ) $ ( 12,450 ) $ ( 10,396 )

Three Months Ended Six Nine Months Ended

Net loss $ ( 5,470 ) $ ( 4,248 ) $ ( 17,877 ) $ ( 14,639 )

Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on available-for-sale securities ( 21 ) 39 ) 2 ( 43 82 ) ( 5 3 )

Total other comprehensive income (loss) ( 39 ) 2 ( 82 ) ( 3 )

Total comprehensive loss $ ( 5,509 ) $ ( 4,246 ) $ ( 17,959 ) $ ( 14,642 )

14 unchanged paragraphs

Issuance of common stock from exercise of stock options and restricted stock units 1,553 — 187 187

Stock-based compensation 5,047 5,047

Net loss ( 5,470 ) ( 5,470 )

Other comprehensive loss ( 39 ) ( 39 )

Balance as of September 30, 2026 132,849 $ 13 $ 654,491 $ ( 79 ) $ ( 593,952 ) $ 60,473

13 unchanged paragraphs

Issuance of common stock from exercise of stock options and restricted stock units 2,352 — 1,865 1,865

Stock-based compensation 4,642 4,642

Shares withheld for net share settlement ( 314 ) — ( 3,396 ) ( 3,396 )

Net loss ( 4,248 ) ( 4,248 )

Other comprehensive income 2 2

Balance as of September 30, 2025 125,086 $ 12 $ 629,560 $ — $ ( 570,500 ) $ 59,072

3 unchanged paragraphs

Net loss $ ( 12,407 ) $ ( 10,391 )

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

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1 unchanged paragraph

and 28 more changes in the filing

Note 2: Significant Accounting Policies 13 changes

3 unchanged paragraphs

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the financial position of the Company as of June September 30, 2026 and December 31, 2025, and the results of operations and cash flows for the interim periods presented.

2 unchanged paragraphs

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that permits entities to assume that conditions existing as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. The Company adopted ASU 2025-05 as of January 1, 2026, and the adoption did not have a material impact on its consolidated financial statements.

1 unchanged paragraph

In September 2025, the Financial Accounting Standards Board FASB issued Accounting Standards Update ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes stage-based criteria and instead requires capitalization once a project is approved and it is probable that the project will be completed, unless significant development uncertainty exists. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. For the Company, the ASU will be effective for the annual period ending December 31, 2028. Early adoption is permitted. The Company is currently evaluating the potential impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which expands disclosures about a public entity's expenses, including inventory, employee compensation, depreciation, intangible asset amortization, selling expenses and other expense categories. ASU 2024-03 is effective for annual period periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. For the Company, the ASU will be effective for the annual period ending December 31, 2027. The Company is currently evaluating does not expect the potential adoption of ASU 2024-03 to have an impact on its results of operations, financial position or cash flows, and expects it will result in additional disclosures in the notes to its consolidated financial statement statements. The Company is in the process of evaluating the specific disclosures required.

5 unchanged paragraphs

The Company previously had a customer loyalty program that has since been discontinued. Effective October 1, 2024, customers were no longer able to earn loyalty points and after March 31, 2025, they could no longer redeem any previously accumulated points. As a result, as of June September 30, 2026 and December 31, 2025, the Company did not have a deferred revenue liability related to its customer loyalty program. The Company recognized no revenue from loyalty reward redemptions and expirations for the three months ended June September 30, 2026 and 2025, and $ 0 and $ 1.5 million for the six nine months ended June September 30, 2026 and 2025, respectively.

1 unchanged paragraph

The Company sells ThredUp gift cards on its e-commerce website and may also convert seller payables and site credits to ThredUp gift cards one year after issuance at the discretion of the Company. ThredUp gift cards do not expire or lose value over periods of inactivity. The Company accounts for gift cards by recognizing a gift card liability at the time a gift card is delivered to the customer. As of June September 30, 2026 and December 31, 2025, gift card liabilities of $ 3.2 3.0 million and $ 3.9 million, respectively, were included in accrued and other current liabilities within the Company's condensed consolidated balance sheets. Revenue from redemption of gift cards was not material for the three and six nine months ended June September 30, 2026 and 2025.

The Company recognizes breakage revenue for the portion of gift card values that are not expected to be redeemed. Breakage revenue is estimated based upon historical customer redemption patterns. Breakage revenue primarily relates to gift cards converted from seller payables and site credits. 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. Breakage revenue was $ 1.1 1.0 million and $ 1.7 2.6 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 2.4 3.4 million and $ 3.9 6.5 million for the six nine months ended June September 30, 2026 and 2025, respectively.

The Company issues site credits for returns, which can be applied toward future charges but may not be converted into cash. Site credits may also be converted to ThredUp gift cards beginning after one year at the discretion of the Company. These credits are recognized as revenue when used. As of June September 30, 2026 and December 31, 2025, $ 4.3 4.5 million and $ 4.1 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company's condensed consolidated balance sheets. Revenue recognized from the redemption of site credits was $ 11.4 9.9 million and $ 12.9 13.2 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 22.7 32.6 million and $ 23.9 37.1 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Seller payable includes amounts owed to sellers upon the purchase of sellers' goods by the Company or by buyers. Amounts are initially provided as a credit to sellers ("seller credits"). These credits may be applied towards purchases from the Company, converted to third-party retailer or ThredUp gift cards or redeemed for cash. As of June September 30, 2026 and December 31, 2025, there was $ 19.5 20.4 million and $ 18.3 million, respectively, of seller payable within the Company's condensed consolidated balance sheets. Revenue recognized from the redemption of seller credits was $ 9.8 8.9 million and $ 7.4 8.2 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 17.9 26.7 million and $ 13.5 21.7 million for the six nine months ended June September 30, 2026 and 2025, respectively.

2 unchanged paragraphs

Cash and cash equivalents $ 42,169 42,682 $ 38,629

Restricted cash included in Other current assets 286 153 225

Restricted cash included in Other assets 4,662 2,572 4,723

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 47,117 45,407 $ 43,577

Note 3: Financial Instruments and Fair Value Measurements 31 changes

5 unchanged paragraphs

The following tables provide information about the Company's financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such values as of June September 30, 2026 and December 31, 2025:

1 unchanged paragraph

Commercial paper — 10,662 10,662

Total cash equivalents 2,063 10,812 12,875

Money market funds $ 2,063 2,087 $ — $ 2,063 2,087

Commercial paper — 8,144 8,144

Corporate debt securities — 831 831

U.S. government agency bonds — 150 150 100 100

Total cash equivalents 2,087 9,075 11,162

1 unchanged paragraph

Corporate debt securities — 824 824

Total marketable securities — 10,261 10,261

U.S. treasury securities — 6,755 6,755 8,938 8,938

U.S. government agency bonds — 2,682 2,682 2,074 2,074

Corporate debt securities — 1,144 1,144

Total marketable securities — 12,156 12,156

Total assets at fair value $ 2,063 2,087 $ 21,073 21,231 $ 23,136 23,318

6 unchanged paragraphs

Marketable securities: current:

3 unchanged paragraphs

Total marketable securities current — 9,498 9,498

1 unchanged paragraph

As of June September 30, 2026 and December 31, 2025, the Company's cash equivalents and marketable securities approximated their estimated fair value. As such, the unrealized gains or losses related to the Company's cash equivalents and marketable securities were not material.

For the Company's marketable securities, which were all classified as available-for-sale, the Company utilizes third-party pricing services to obtain fair value. Third-party pricing methodologies incorporate bond terms and conditions, current performance data, proprietary pricing models, real-time quotes from contributing dealers, trade prices and other market data. The Company determined that the declines in the fair value of its marketable securities were not driven by credit-related factors. During the three and six nine months ended June September 30, 2026 and 2025, the Company did not recognize any losses on its marketable securities due to credit-related factors.

As of June September 30, 2026, the Company's money market funds were valued using Level 1 inputs because they were valued using quoted prices in active markets. The Company's commercial paper, corporate debt securities, U.S. government agency bonds and U.S. treasury securities were valued using Level 2 inputs because they were valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

As of June September 30, 2026 and December 31, 2025, the Company had no assets or liabilities measured at fair value on a recurring basis that were classified within Level 3 of the fair value hierarchy. There were no transfers into or out of Level 3 during the three and six nine months ended June September 30, 2026.

The following table presents the fair value of the Company's marketable securities by contractual maturities as of June September 30, 2026:

1 unchanged paragraph

U.S. treasury securities $ 3,327 $ 3,428 $ 6,755

Corporate debt securities 824 — 824

Total marketable securities $ 5,834 $ 4,427 $ 10,261

U.S. treasury securities $ 4,640 $ 4,298 $ 8,938

Corporate debt securities 1,144 — 1,144

U.S. government agency bonds 1,683 999 2,682 1,085 989 2,074

Total marketable securities $ 6,869 $ 5,287 $ 12,156

3 unchanged paragraphs

No remeasurements or impairments were recognized during the three and six nine months ended June September 30, 2026 and 2025. As of June September 30, 2026 and December 31, 2025, the carrying amount of the investment was $ 1.8 million, included in other assets on the Company's condensed consolidated balance sheets, and is classified as a Level 3 asset within the fair value hierarchy. Cumulatively, the Company has recorded $ 0.8 million of upward adjustments from observable transactions and no impairments or downward adjustments to the carrying value of the investment.

1 unchanged paragraph

As of June September 30, 2026 and December 31, 2025, the carrying amounts of the Company's accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their estimated fair values due to their relatively short maturities. Management believes the terms of its long-term variable-rate debt reflect current market conditions for an instrument with similar terms and maturity, and as such, the carrying value of the Company's long-term debt approximated its fair value as of June September 30, 2026 and December 31, 2025.

Note 4: Property and Equipment, Net 9 changes

2 unchanged paragraphs

Machinery and equipment $ 91,369 91,693 $ 84,745

1 unchanged paragraph

Internal-use software 13,939 14,335 13,444

Computers and software 8,080 8,073 7,909

Construction in progress 5,106 5,371 6,858

Furniture and fixtures 2,196 2,202 2,196

Total property and equipment, at cost 144,239 145,223 138,609

Less: accumulated depreciation and amortization ( 78,338 81,158 ) ( 71,366 )

Property and equipment, net $ 65,901 64,065 $ 67,243

Depreciation and amortization expense of property and equipment was $ 4.1 3.2 million and $ 3.2 3.1 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 7.4 10.6 million and $ 6.3 9.5 million for the six nine months ended June September 30, 2026 and 2025, respectively.

Note 5: Balance Sheet Components 9 changes

1 unchanged paragraph

Accrued other 1,217 1,156

Gift card and site credit liabilities $ 7,474 7,516 $ 8,026

Accrued compensation 3,391 3,691 2,527

Allowance for returns 4,007 3,299 3,814

Accrued taxes 2,940 2,919 2,571

Accrued vendor liabilities 1,998 2,401 4,844

Deferred revenue 1,893 1,640 1,573

Accrued other 994 1,156

Total $ 22,920 22,460 $ 24,511

Note 6: Long-Term Debt 7 changes

1 unchanged paragraph

The Term Loan requires the Company to comply with certain financial covenants, including, among other things, liquidity requirements and minimum cash deposits with Western Alliance Bank. The Term Loan also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the Term Loan contains customary events of default. As of June September 30, 2026, the Company was in compliance with its debt covenants under the Term Loan. The Company is permitted to make voluntary prepayments without penalty or premium at any time.

As of June September 30, 2026 and December 31, 2025, the effective interest rate for borrowings under the Term Loan was 7.54 7.60 % and 8.94 %, respectively.

During the six nine months ended June September 30, 2026 and 2025, the Company did not make any borrowings under the Term Loan and repaid $ 0.3 million and $ 2.0 3.0 million in principal, respectively. As of June September 30, 2026 and December 31, 2025, the principal outstanding under the Term Loan was $ 18.0 million and $ 18.3 million, respectively.

The Company incurred interest expense related to the Term Loan of $ 0.3 million and $ 0.5 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 0.7 1.0 million and $ 1.0 1.5 million for the six nine months ended June September 30, 2026 and 2025, respectively.

As of June September 30, 2026, the future annual principal payments of the Term Loan were as follows:

1 unchanged paragraph

Less: unamortized debt discount ( 278 259 )

Non-current portion of long-term debt $ 17,722 17,741

Note 7: Common Stock and Stockholders' Equity 5 changes

1 unchanged paragraph

The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of June September 30, 2026 and December 31, 2025:

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Class A common stock 1,000,000 110,972 112,526 1,000,000 106,358

Class B common stock 120,000 20,324 20,323 120,000 20,669

Total 1,120,000 131,296 132,849 1,120,000 127,027

Note 8: Stock-Based Compensation 30 changes

The Company has stock-based compensation plans, which are more fully described in Note 9, Stock-Based Compensation Plans , to the consolidated financial statements included in the 2025 10-K. During the six nine months ended June September 30, 2026, the Company granted restricted stock units subject to service condition ("RSUs") and performance-based restricted stock units subject to service and performance conditions ("PSUs").

2 unchanged paragraphs

Operations, product, and technology $ 2,625 $ 2,306 $ 5,059 $ 4,951

Marketing 257 112 476 226

Sales, general, and administrative 3,043 2,082 5,893 4,843

Total stock-based compensation expense $ 5,925 $ 4,500 $ 11,428 $ 10,020

Three Months Ended Six Nine Months Ended

Operations, product, and technology $ 2,284 $ 1,982 $ 7,343 $ 6,933

Marketing 203 99 678 325

Sales, general, and administrative 2,388 2,358 8,282 7,201

Total stock-based compensation expense $ 4,875 $ 4,439 $ 16,303 $ 14,459

Stock-based compensation expense capitalized in internal use software was no t material for the three and six nine months ended June September 30, 2026 and 2025.

The following table summarizes the activities for all stock options under the Company's stock-based compensation plans for the six nine months ended June September 30, 2026:

3 unchanged paragraphs

Exercised ( 837 ) $ 2.05

Forfeited or expired ( 24 ) $ 3.26

Outstanding as of June 30, 2026 8,550 $ 2.17 2.95 years $ 40,017

Exercised ( 927 ) $ 2.05

Forfeited or expired ( 28 ) $ 3.09

Outstanding as of September 30, 2026 8,456 $ 2.17 2.71 years $ 576

Exercisable as of June September 30, 2026 8,550 8,456 $ 2.17 2.95 2.71 years $ 40,017 576 (1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards.

As of June September 30, 2026, there was no unrecognized compensation cost related to nonvested stock options.

The following table summarizes the activities for all RSUs and PSUs, under the Company's stock-based compensation plans for the six nine months ended June September 30, 2026:

2 unchanged paragraphs

Granted (1) 3,906 $ 4.15

Vested ( 3,288 ) $ 3.56

Forfeited ( 360 ) $ 3.82

Outstanding and nonvested as of June 30, 2026 9,188 $ 4.01

Granted (1) 4,041 $ 4.18

Vested ( 4,760 ) $ 3.52

Forfeited ( 434 ) $ 3.90

Outstanding and nonvested as of September 30, 2026 7,777 $ 4.14 (1) Includes 869 thousand PSUs at target, with a weighted-average grant-date fair value of $ 3.39 . Actual shares earned may range from 0 % to 200 % of target based on the achievement of applicable performance conditions.

As of June September 30, 2026, the total unrecognized compensation cost related to all nonvested RSUs and PSUs was $ 34.4 27.8 million, of which $ 2.6 0.7 million was related to PSUs, and the related weighted-average period over which it is expected to be recognized was approximately two years .

Note 10: Income Taxes 1 change

The quarterly income tax provision reflects an estimate of the corresponding quarter's state taxes in the U.S. The provision for income tax expense for the three and six nine months ended June September 30, 2026 and 2025 was determined based upon estimates of the Company's annual effective tax rate for the years ending December 31, 2026 and 2025, respectively. Since the Company is in a full valuation allowance position due to losses incurred since inception, the provision for taxes consists solely of certain state income taxes.

Note 11: Loss Per Share 3 changes

1 unchanged paragraph

Restricted stock units 9,188 10,094

Restricted stock units 7,787 8,780

Employee stock purchase plan 17 9 214 60

MD&A 105 changes

3 unchanged paragraphs

Overview of Second Third Quarter Results

Revenue totaled $90.8 $88.2 million for the second third quarter of 2026, compared to $77.7 $82.2 million for the second third quarter of 2025, representing an increase of 16.9% 7.4% year over year.

Gross Profit and Margin: Gross profit totaled $72.5 $69.0 million for the second third quarter of 2026, compared to $61.7 $65.2 million for the second third quarter of 2025, representing an increase of 17.5% 5.9% year over year. Gross margin was 79.9%, an increase 78.2%, a decrease of 40 120 basis points from 79.5% 79.4% in the comparable quarter last year.

Net Loss was $5.9 $5.5 million, or a negative 6.5% 6.2% of revenue, for the second third quarter of 2026, compared to $5.2 $4.2 million, or a negative 6.7% 5.2% of revenue, for the second third quarter of 2025, representing an increase of 14.7% 28.8% year over year.

Non-GAAP Adjusted EBITDA (1) was $4.8 $3.5 million, or 5.3% 4.0% of revenue, for the second third quarter of 2026, compared to $3.0 $3.8 million, or 3.9% 4.6% of revenue, for the second third quarter of 2025, representing an increase a decrease of 58.4% 6.6% year over year.

Active Buyers and Orders: Active Buyers totaled 1.8 million and Orders totaled 1.9 million in the second third quarter of 2026, compared to 1.5 1.6 million and 1.5 1.6 million, respectively, in the second third quarter of 2025, representing increases of 20.9% 16.1% and 21.9%, 17.4%, respectively, year over year.

2 unchanged paragraphs

2025 Change June 30,

Three Months Ended Six Nine Months Ended

2025 Change September 30,

1 unchanged paragraph

Orders 1,871 1,535 21.9 % 3,506 2,906 20.6 %

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 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 %

Active Buyers (as of period end) 1,771 1,465 20.9 1,821 1,568 16.1 % 1,771 1,465 20.9 1,821 1,568 16.1 %

Orders 1,888 1,608 17.4 % 5,394 4,514 19.5 %

Gross profit $ 69,033 $ 65,212 5.9 % $ 206,217 $ 183,319 12.5 %

Gross margin 78.2 % 79.4 % (120) bps 79.1 % 79.3 % (20) bps

Net loss margin (6.2) % (5.2) % (100) bps (6.9) % (6.3) % (60) bps

Non-GAAP Adjusted EBITDA(1) $ 3,524 $ 3,772 (6.6) % $ 11,048 $ 10,597 4.3 %

Non-GAAP Adjusted EBITDA margin(1) 5.3 4.0 % 3.9 4.6 % 140 (60) bps 4.4 4.2 % 4.6 % (20) (40) 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.

4 unchanged paragraphs

Non-GAAP Adjusted EBITDA means Net loss adjusted to exclude, where applicable in a given period, stock-based compensation expense, depreciation and amortization, legal settlement and fees, 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.

1 unchanged paragraph

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

Three Months Ended Six Nine Months Ended

Net loss $ (5,470) $ (4,248) $ (17,877) $ (14,639)

Stock-based compensation expense 4,875 4,439 16,303 14,459

Depreciation and amortization 3,231 3,138 10,638 9,473

Legal settlement and fees 546 — 546 —

Interest expense 340 477 1,023 1,487

Provision (benefit) for income taxes 2 (34) 53 54

Severance and other reorganization costs 362 — — 362 (3)

1 unchanged paragraph

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 %

2025 Amount % June 30,

Non-GAAP Adjusted EBITDA $ 3,524 $ 3,772 $ 11,048 $ 10,597

Revenue $ 88,230 $ 82,161 $ 260,668 $ 231,109

Non-GAAP Adjusted EBITDA margin 4.0 % 4.6 % 4.2 % 4.6 %

Comparison of Financial Results for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Three Months Ended Change Six Nine Months Ended Change

2025 Amount % September 30,

1 unchanged paragraph

Revenue $ 90,767 $ 77,657 $ 13,110 16.9 % $ 172,438 $ 148,948 $ 23,490 15.8 %

2025 Amount % June 30,

Revenue $ 88,230 $ 82,161 $ 6,069 7.4 % $ 260,668 $ 231,109 $ 29,559 12.8 %

Revenue increased $13.1 $6.1 million, or 16.9%, 7.4%, for the three months ended June September 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 21.9% 17.4% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by and a 2.9% decrease 2.4% increase in the average order value, primarily driven partially offset 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. promotional discounts.

Revenue increased $23.5 $29.6 million, or 15.8%, 12.8%, for the six nine months ended June September 30, 2026 as compared to the same period in 2025. The growth in revenue was mainly driven by a 20.6% 19.5% increase in Orders, supported by higher engagement from both new and returning buyers, partially offset by higher promotional discounts, primarily in the third quarter, and a 2.3% 0.6% 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.

Three Months Ended Change Six Nine Months Ended Change

2025 Amount % September 30,

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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.

Cost of revenue $ 19,197 $ 16,949 $ 2,248 13.3 % $ 54,451 $ 47,790 $ 6,661 13.9 %

Gross profit $ 69,033 $ 65,212 $ 3,821 5.9 % $ 206,217 $ 183,319 $ 22,898 12.5 %

Gross margin 78.2 % 79.4 % 79.1 % 79.3 %

Gross margin was 78.2% for the three months ended September 30, 2026, compared to 79.4% in the same period in 2025, a decrease of 120 basis points, primarily driven by higher labor and packaging costs as a percentage of revenue.

Gross margin was 79.6% 79.1% for the six nine months ended June September 30, 2026, compared to 79.3% in the same period in 2025, an increase a decrease of 30 20 basis points . Overall, gross margin remained relatively stable across the periods.

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2025 Amount % June 30,

Three Months Ended Change Six Nine Months Ended Change

2025 Amount % September 30,

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Operations, product, and technology $ 45,115 $ 37,525 $ 7,590 20.2 % $ 86,190 $ 72,651 $ 13,539 18.6 %

2025 Amount % June 30,

Operations, product, and technology $ 42,468 $ 38,545 $ 3,923 10.2 % $ 128,658 $ 111,196 $ 17,462 15.7 %

Operations, product, and technology as a percentage of revenue 49.7 48.1 % 48.3 46.9 % 50.0 49.4 % 48.8 48.1 %

Operations, product, and technology expenses increased $7.6 $3.9 million, or 20.2%, 10.2%, for the three months ended June September 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $4.2 $2.1 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $2.0 $1.2 million increase in inbound shipping costs driven by higher supply volume, and a $1.4 $0.6 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 September 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 $17.5 million, or 18.6%, 15.7%, for the six nine months ended June September 30, 2026 as compared to the same period in 2025. The increase was primarily due to a $7.7 $9.9 million increase in personnel-related costs, mainly reflecting distribution center headcount, a $3.7 $4.9 million increase in inbound shipping costs driven by higher supply volume, and a $2.1 $2.7 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 nine months ended June September 30, 2026 as compared to the same period in 2025 reflects higher labor and inbound shipping costs associated with increased processing volume.

Three Months Ended Change Six Nine Months Ended Change

2025 Amount % September 30,

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Marketing $ 17,761 $ 16,206 $ 1,555 9.6 % $ 32,702 $ 29,349 $ 3,353 11.4 %

Marketing $ 18,173 $ 16,186 $ 1,987 12.3 % $ 50,875 $ 45,535 $ 5,340 11.7 %

Marketing as a percentage of revenue 19.6 20.6 % 20.9 19.7 % 19.0 19.5 % 19.7 %

Marketing expenses increased $1.6 $2.0 million, or 9.6%, 12.3%, for the three months ended June September 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 increase in marketing expenses as a percentage of revenue for the three months ended June September 30, 2026 as compared to the same period in 2025 was primarily due to increased operating leverage resulting from reflects a higher rate of marketing spend relative to the growth in revenue, as we continue to invest in marketing initiatives to support future growth.

Marketing expenses increased $3.4 $5.3 million, or 11.4%, 11.7%, for the six nine months ended June September 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 remained consistent across the same period in 2025 was primarily due to increased operating leverage resulting from higher revenue. periods.

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2025 Amount % June 30,

Three Months Ended Change Six Nine Months Ended Change

2025 Amount % September 30,

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and 25 more changes in the filing

Market risk 2 changes

1 unchanged paragraph

As of June September 30, 2026, we had non-restricted cash and cash equivalents of $42.2 $42.7 million and marketable securities of $10.3 $12.2 million, consisting primarily of commercial paper, corporate debt securities, U.S. government agency bonds and U.S. treasury securities, which carry a degree of interest rate risk. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short- to intermediate-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to fluctuations in interest rates.

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As of June September 30, 2026, inflation remains elevated relative to historical norms in the U.S. where we conduct our business, resulting in higher costs in areas such as fuel, labor and processing, freight and other costs that have affected our gross margin and operating expenses. We believe these increases have negatively impacted our business, and although difficult to quantify, inflation is potentially having an adverse effect on our customers' ability to purchase in our marketplaces, which could slow revenue and Order growth. If we are unable to increase our prices to sufficiently offset the rising costs of doing business, our profitability and financial position could be adversely impacted.

Controls and procedures 3 changes

1 unchanged paragraph

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June September 30, 2026. The term "disclosure controls and procedures," as defined under the Exchange Act, means controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

1 unchanged paragraph

There were no changes in our internal control over financial reporting that occurred during our most recent quarter ended June September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Other information 3 changes

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On June 15, 2026 , Chris Homer , our Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act for the sale of up to 616,728 shares of the Company's Class A common stock until September 24, 2027 .

James Reinhart , Chief Executive Officer , terminated a Rule 10b5-1 plan on August 24, 2026 . The plan was adopted on December 5, 2025, providing for the sale of up to 803,152 shares of the Company's Class A common stock until March 8, 2027.

Other than as disclosed above, during the three months ended June September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408(c) of Regulation S-K.

Exhibits 5 changes

5 unchanged paragraphs

10.1# Amended and Restated Non-Employee Director Compensation Policy

10.2# Non-Employee Director Deferred Equity Compensation Program

12 unchanged paragraphs

# Indicates a management contract or compensatory plan, contract or arrangement.

3 unchanged paragraphs

Date: August 5, 2026

Date: November 4, 2026