0001484778-25-000023 | 10-K | XBRL Viewer

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Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Accruals and reserves	$ 2,741	$ 2,639
Inventory and deferred revenue	115	91
Capitalized research and development costs	14,100	11,112
Stock-based compensation	2,238	1,563
Capital losses	21,746	0
Intangibles	393	76
Other	1,303	1,598
Net operating loss carryforwards	87,701	92,822
Gross deferred tax assets	130,337	109,901
Less: valuation allowance	(120,612)	(98,404)
Total deferred tax assets	9,725	11,497
Deferred tax liabilities:
Fixed assets	9,723	11,222
Other	2	275
Total deferred tax liabilities	9,725	11,497
Total net deferred tax assets	$ 0	$ 0

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 129,598	$ 123,009
Less: accumulated depreciation and amortization	(61,118)	(45,187)
Property and equipment, net	68,480	77,822
Depreciation	17,300	14,200
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	78,908	74,462
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	23,901	24,105
Internal-use software
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	11,681	9,964
Computers and software
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	7,396	7,565
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	5,583	4,786
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 2,128	$ 2,127

Financial Instruments and Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2024	Nov. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities		$ 12,325		$ 8,100
Asset impairment charges	$ 9,800	9,800
Convertible note, fair value		350	$ 350
Cost method investments, fair value disclosure		530
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities		$ 12,325		$ 8,100

Property and Equipment, Net

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
	2024		2023
	(in thousands)
Property and equipment, at cost:
Machinery and equipment	$	78,908	$	74,462
Leasehold improvements	23,901		24,105
Internal-use software	11,681		9,964
Computers and software	7,396		7,565
Construction in progress	5,583		4,786
Furniture and fixtures	2,128		2,127

Total property and equipment, at cost	129,598		123,009
Less: accumulated depreciation and amortization	(61,118)		(45,187)
Property and equipment, net	$	68,480	$	77,822

Depreciation and amortization expense of property and equipment was $17.3 million and $14.2 million for the years ended December 31, 2024 and 2023, respectively.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 31,851	$ 54,337
Marketable securities	12,325	8,100
Accounts receivable, net	3,567	4,997
Inventory	690	2,824
Other current assets	8,489	6,001
Current assets of discontinued operations	0	17,629
Total current assets	56,922	93,888
Operating lease right-of-use assets	28,853	28,097
Property and equipment, net	68,480	77,822
Goodwill	10,746	11,215
Other assets	6,224	5,420
Non-current assets of discontinued operations	0	33,525
Total assets	171,225	249,967
Current liabilities:
Accounts payable	8,326	3,831
Accrued and other current liabilities	29,856	29,416
Seller payable	15,142	20,830
Operating lease liabilities, current	4,345	4,610
Current portion of long-term debt	3,855	3,838
Current liabilities of discontinued operations	0	14,148
Total current liabilities	61,524	76,673
Operating lease liabilities, non-current	32,489	31,821
Long-term debt, net of current portion	18,151	22,006
Other non-current liabilities	2,760	2,122
Non-current liabilities of discontinued operations	0	13,428
Total liabilities	114,924	146,050
Commitments and contingencies (Note 11)
Stockholders’ equity:
Class A and B common stock, $0.0001 par value; 1,120,000 shares authorized as of December 31, 2024 and 2023; 116,134 and 108,784 shares issued and outstanding as of December 31, 2024 and 2023, respectively	11	11
Additional paid-in capital	612,148	585,156
Accumulated other comprehensive income (loss)	3	(2,375)
Accumulated deficit	(555,861)	(478,875)
Total stockholders’ equity	56,301	103,917
Total liabilities and stockholders’ equity	$ 171,225	$ 249,967

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		101,532
Beginning balance at Dec. 31, 2022	$ 140,001	$ 10	$ 551,852	$ (4,234)	$ (407,627)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan (in shares)		7,975
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan	2,179	$ 1	2,178
Stock-based compensation	32,908		32,908
Shares withheld for net share settlement (in shares)		(723)
Shares withheld for net share settlement	(1,782)		(1,782)
Net loss	(71,248)				(71,248)
Other comprehensive income	$ 1,859			1,859
Ending balance (in shares) at Dec. 31, 2023	108,784	108,784
Ending balance at Dec. 31, 2023	$ 103,917	$ 11	585,156	(2,375)	(478,875)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan (in shares)		8,520
Issuance of common stock from exercise of stock options, restricted stock units, and employee stock purchase plan	1,542		1,542
Stock-based compensation	27,403		27,403
Shares withheld for net share settlement (in shares)		(1,170)
Shares withheld for net share settlement	(1,953)		(1,953)
Net loss	(76,986)				(76,986)
Other comprehensive income	$ 2,378			2,378
Ending balance (in shares) at Dec. 31, 2024	116,134	116,134
Ending balance at Dec. 31, 2024	$ 56,301	$ 11	$ 612,148	$ 3	$ (555,861)

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment and amortization of leasehold improvement are computed on a straight-line basis over the estimated useful lives of the related assets, as follows:


Asset Category						Estimated Useful Life
Computers and software						Up to 3 years
Furniture and fixtures						Up to 5 years
Machinery and equipment						Up to 10 years
Leasehold improvements						Shorter of economic life or remaining lease term

Property and equipment, net consisted of the following:


	December 31,
	2024		2023
	(in thousands)
Property and equipment, at cost:
Machinery and equipment	$	78,908	$	74,462
Leasehold improvements	23,901		24,105
Internal-use software	11,681		9,964
Computers and software	7,396		7,565
Construction in progress	5,583		4,786
Furniture and fixtures	2,128		2,127

Total property and equipment, at cost	129,598		123,009
Less: accumulated depreciation and amortization	(61,118)		(45,187)
Property and equipment, net	$	68,480	$	77,822

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Noncancellable Purchase Commitments

As of December 31, 2024, the Company has non-cancelable contractual commitments of $9.4 million for software and other services in the ordinary course of business with varying expiration terms through 2028. The future minimum payments under these arrangements were as follows:


	Amount
	(in thousands)
2025	$	4,629
2026	4,102
2027	481
2028	190

Total future minimum payments	$	9,402

Legal Contingencies

The Company is subject to litigation claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for limited and customary indemnification obligations. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made.

Common Stock and Stockholder's Equity - Narrative (Details)	12 Months Ended
	Dec. 31, 2024 vote shares
Class of Stock [Line Items]
Conversion of stock (in shares) \| shares	1
Common Class A
Class of Stock [Line Items]
Number of votes for each share	1
Common Class B
Class of Stock [Line Items]
Number of votes for each share	10

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

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 December 31, 2024 and 2023:


	December 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	1,061	$	—	$	—	$	1,061
Commercial paper	—		7,923		—		7,923
U.S. treasury securities	—		500		—		500

Total cash equivalents	1,061		8,423		—		9,484
Marketable securities:

U.S. treasury securities	—		8,122		—		8,122
Commercial paper	—		499		—		499
U.S. government agency bonds	—		3,704		—		3,704
Total marketable securities	—		12,325		—		12,325
Total assets at fair value	$	1,061	$	20,748	$	—	$	21,809


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	8,028			$	—	$	8,028
Commercial paper	—		14,954		—		14,954
U.S. treasury securities	—		7,976		—		7,976
U.S. government agency bonds	—		1,108		—		1,108
Total cash equivalents	8,028		24,038		—		32,066
Marketable securities:

U.S. treasury securities	—		7,405		—		7,405
U.S. government agency bonds	—		695		—		695
Total marketable securities	—		8,100		—		8,100
Total assets at fair value	$	8,028	$	32,138	$	—	$	40,166

Goodwill (Details) - USD ($)	3 Months Ended	12 Months Ended
Goodwill (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Goodwill		$ 10,746,000	$ 11,215,000
Goodwill, foreign currency translation adjustment		0
Impairment of goodwill	$ 0	0	$ 0
Discontinued Operations, Disposed of by Sale \| Remix
Goodwill [Line Items]
Disposal group, including discontinued operation, goodwill		$ 700,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

Loss Per Share (Details) - shares shares in Thousands	12 Months Ended
Loss Per Share (Details) - shares shares in Thousands	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	23,056	24,893
Outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	13,743	16,247
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	9,288	8,538
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	25	108
Delayed share issuance related to acquisition
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	0	0

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 25,847	$ 29,652
Operations, product and technology
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	11,382	11,115
Marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	487	3,462
Sales, general and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 13,978	$ 15,075

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Feb. 28, 2019
Debt Instrument [Line Items]
Repayments of debt		$ 4,000	$ 4,000
Medium-Term Note
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 48,800		48,800
Medium-Term Note \| Equipment
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 22,500		$ 22,500
Term Loan \| Medium-Term Note
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 40,000
Debt issuance costs				$ 0
Variable interest rate	1.25%
Debt instrument, floor percentage	4.75%
Effective interest rate	10.73%	9.71%	10.73%
Borrowed amount		$ 0	$ 0
Repayments of debt		4,000	4,000
Principal outstanding	$ 26,300	22,300	26,300
Interest costs		2,500	2,900
Interest costs capitalized		$ 0	$ 600

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - 2010 Plan - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Number of Options Outstanding
Options outstanding, beginning balance (in shares)	16,247,000
Options granted (in shares)	0
Options exercised (in shares)	(1,013,000)
Options forfeited or expired (in shares)	(1,492,000)
Options outstanding, ending balance (in shares)	13,742,000	16,247,000
Options exercisable (in shares)	13,277,000
Weighted-Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 1.99
Options granted (in dollars per share)	0
Options exercised (in dollars per share)	0.90
Options forfeited or expired (in dollars per share)	1.06
Ending balance (in dollars per share)	2.16	$ 1.99
Options exercisable (in dollars per share)	$ 2.17
Weighted-Average Remaining Contractual Life
Options outstanding	3 years 7 months 9 days	4 years 1 month 20 days
Options exercisable	3 years 6 months 14 days
Aggregate Intrinsic Value
Options outstanding	$ 5,300	$ 5,861
Options exercisable	$ 5,300

Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Discontinued Operations

During the fourth quarter of 2024, the Company divested 91% of its European business and Bulgarian subsidiary, Remix, meeting the requirements for reporting Remix as a discontinued operation. Accordingly, Remix’s results, including the loss on divestiture, are presented as discontinued operations in the consolidated statements of income and excluded from continuing operations for all periods presented. Further, the assets and liabilities of Remix have been reclassified as assets and liabilities of discontinued operations in the consolidated balance sheets as of December 31, 2023. In the consolidated statements of cash flows, cash flows attributable to Remix have been segregated and presented separately as net cash flow used in discontinued operating activities and net cash flow used in discontinued investing activities for all periods presented. Unless otherwise noted, amounts and disclosures in these Notes to Consolidated Financial Statements pertain to the Company’s continuing operations. See Note 15, Discontinued Operations, for further details on the transaction.

Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of property and equipment, allowance for sales returns, breakage on loyalty points and rewards and gift cards, valuation of inventory, stock-based compensation, lease liabilities, and goodwill. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of significant judgment.

New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be the fiscal year ending December 31, 2025 for the Company. The Company expects the adoption will result in enhanced income tax disclosures.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the ASC. These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company does not expect that the application of this standard will have an impact on our consolidated financial statements and disclosures.

The Company has assessed all other ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This new guidance is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The adoption of this guidance enhanced segment reporting disclosures and did not have an impact on the Company’s consolidated financial statements. See the “Segment Reporting” section below within this note for additional information.

Revenue Recognition

Revenue is recognized in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive for those goods and services. The Company generates the majority of its revenue from its marketplaces, which allows its buyers to browse and purchase resale items for apparel, shoes and accessories on behalf of sellers. The Company recognizes revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, it satisfies a performance obligation.

Both buyers and sellers may be customers in the Company’s revenue arrangements. Sellers are the primary customer in a consignment arrangement while the buyer is the primary customer in a sale of Company-owned inventory, referred to as product sales. A contract with a customer exists in both cases when the end-customer purchases the goods obligating the Company to deliver the identified performance obligation(s). The Company requires authorization from a credit card or other payment method (such as PayPal), or verification of receipt of payment, before the products are shipped to buyers. The Company generally receives payments from buyers before payments to the sellers are due.

Consignment Revenue

The Company generates consignment revenue primarily from the sale of secondhand apparel, shoes and accessories on behalf of sellers. The Company retains a percentage of the proceeds received as payment for its consignment service. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from the buyer. Title to the consigned goods remain with the seller until transferred to the buyer, which occurs subsequent to purchase of the consigned goods and upon expiration of the allotted return period. The Company does not take title of consigned goods at any time except in certain cases where the consignment window expires or returned goods become Company-owned inventory. Additionally, consignment revenue includes bag fees charged to sellers for processing Clean Out Kits.

Consignment revenue is generally recognized upon purchase of the consigned good by the buyer as its performance obligation of providing consignment services to the consignor is satisfied at that point. Consignment revenue is also recognized upon purchase of the consigned good for which the consignment window has already expired and the Company has taken title to the consigned good. Consignment revenue is recognized net of seller payouts, discounts, incentives and returns. Revenue from bag fees charged to sellers is recognized when the Clean Out Kit is processed. Sales tax assessed by governmental authorities is excluded from revenue.

Product Revenue

The Company recognizes product revenue on a gross basis as the Company acts as the principal in the transaction. Online sales and sales to third-party retail partners are generally recognized upon shipment of the purchased good to the buyer. Product revenue is recognized net of discounts, incentives and returns. Sales tax assessed by governmental authorities is excluded from revenue.

Shipping Fees

The Company charges shipping fees to buyers, which are included in revenue. All outbound shipping costs are accounted for in cost of revenue at the time revenue is recognized.

Returns

The Company generally has a 14-day return period, which may change from time to time, and recognizes a returns reserve based on historical experience, which is recorded in accrued and other current liabilities within the Company’s consolidated balance sheets and reduction of revenue within the Company’s consolidated statements of operations.

Incentives

Incentives include website discounts, customer credits and loyalty program rewards issued to sellers and buyers. Incentives are treated as a reduction of consignment revenue and product revenue. Revenue treatment for our loyalty program is discussed further below under Deferred Revenue.

Deferred Revenue

Deferred revenue consists primarily of product revenue from items purchased but not shipped, and revenue allocated to unredeemed loyalty points. Cash collections for items purchased but not shipped are generally recognized as revenue upon shipment. As of December 31, 2024 and 2023, the Company had $1.9 million in deferred revenue for such items in each period, included in accrued and other current liabilities within the Company’s consolidated balance sheets, and for which revenue was recognized shortly after the period end.

Revenue from Loyalty Reward Redemption and Expiration

The Company has a customer loyalty program, which allows end-customers to earn and accumulate points with each qualifying purchase. Earned points can be redeemed for reward coupons, such as discounts, free shipping, or waived restocking fee, which can be applied to future purchases or returns. Unredeemed points expire after one year from the date the points were earned. Reward coupons expire six months from the date the reward is claimed. Points earned on purchases are a material right, representing a separate performance obligation.

The allocated consideration for the points earned through qualifying purchase transactions is deferred based on the standalone selling price of the points, adjusted for expected breakage in proportion to the pattern of redemption, and recorded within deferred revenue under accrued and other current liabilities within the Company’s consolidated balance sheets. Revenue is recognized for these performance obligations at a point in time when rewards are redeemed by the end customer or expired.

As of December 31, 2024 and 2023, the Company had a deferred revenue liability of $1.5 million and $3.1 million, respectively, related to its customer loyalty program, which is included in accrued and other current liabilities within the Company’s consolidated balance sheets. The Company recognized revenue from loyalty reward redemption of $11.5 million and $7.7 million for the years ended December 31, 2024 and 2023, respectively. Beginning October 1, 2024, customers will no longer earn loyalty points and may redeem any accumulated points until expiration but no later than March 31, 2025. As a result, revenue attributable to any remaining performance obligation is expected to be recognized by March 31, 2025.

Gift Cards and Site Credits

The Company sells ThredUp gift cards on its e-commerce website and may also convert seller payables and site credits to ThredUp gift cards after one year 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 December 31, 2024 and 2023, $8.5 million and $6.6 million, respectively, of gift card liability was included in accrued and other current liabilities within the Company’s consolidated balance sheets. Revenue from gift cards is generally recognized when the gift cards are redeemed by the customer and amounted to $0.3 million and $2.0 million for the years ended December 31, 2024 and 2023, respectively.

The Company recognizes 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. Breakage revenue was $7.2 million and $4.4 million for the years ended December 31, 2024 and 2023, respectively.

The Company issues site credits for returns, which can be applied toward future purchases but may not be converted into cash. Site credits may also be converted to ThredUp gift cards after one year at the discretion of the Company. These credits are recognized as revenue when used. As of December 31, 2024 and 2023, $3.8 million and $4.8 million, respectively, of such customer site credits were included in accrued and other current liabilities within the Company’s consolidated balance sheets. Revenue recognized from the redemption of site credits was $43.2 million, and $41.5 million for the years ended December 31, 2024 and 2023, respectively.

Segment Reporting

The Company operates under one operating segment and one reportable segment as its chief operating decision maker, who is its Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. The Company does not have material intra-entity sales or transfers.

The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated loss from continuing operations, as reported in the consolidated statements of operations.

Significant expense within operating loss, as well as within loss from continuing operations, include cost of revenue, operations, product and technology, marketing, and sales, general and administrative expenses, which are each separately presented in the consolidated statements of operations. Other segment items within loss from continuing operations include interest expense, other income, net, and provision for income taxes. The CODM manages the business using consolidated expense information, as well as regularly provided budgeted or forecasted expense information. Assets provided to the CODM are consistent with those reported on the consolidated balance sheets.

Loss Per Share

The Company follows the two-class method when computing loss per common share when shares issued meet the definition of participating securities. The two-class method determines loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The rights of the Class A common stock and Class B common stock are identical, other than voting rights. The undistributed earnings are allocated on a proportionate basis and the resulting loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.

For periods in which the Company reports net losses, diluted loss per share is the same as basic loss per share, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Comprehensive Loss

Comprehensive loss is comprised of net loss, foreign currency translation adjustments, and unrealized gains and losses on available-for-sale securities.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts, commercial paper, and money market funds.

Restricted cash primarily represents letters of credit with financial institutions held as collateral for facility leases and payment processors. Restricted cash is classified non-current if the Company expects that the cash will remain restricted for a period greater than one year.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s consolidated statements of cash flows:


	December 31,
	2024		2023
	(in thousands)
Cash and cash equivalents	$	31,851	$	54,337
Cash and cash equivalents from discontinued operations	—		1,747
Restricted cash included in Other current assets	3,690		462
Restricted cash included in Other assets	4,947		4,923
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	40,488	$	61,469

Marketable Securities

The Company invests its excess cash in investment grade, short to intermediate-term, fixed income securities and recognizes the transaction on the trade date. The Company’s marketable securities are classified as available-for-sale in current assets because they represent investments of cash available for current operations. Marketable securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive gain (loss) until realized. The marketable securities are assessed periodically for impairments. Realized gains or losses and allowance for credit loss, if any, on available-for sale securities are reported in other income (expense), net as incurred.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and accounts receivable. The Company deposits cash at major financial institutions, and at times, such cash may exceed federally insured limits. The credit risk is believed to be minimal due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception. The Company’s investment policy restricts cash investments to highly liquid, short to intermediate-term, high grade fixed income securities, and as a result, the Company believes its cash equivalents and marketable securities represent minimal credit risk.

As of December 31, 2024 and 2023, there were no customers that represented 10% or more of the Company’s accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue for the years ended December 31, 2024 and 2023.

Accounts Receivable, Net

Accounts receivable consists of amounts due from payment processors and trade customers that do not bear interest. The Company records an allowance for current expected credit losses for estimated losses inherent in its trade accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. The Company does not have any off-balance sheet credit exposure related to its customers. The allowance for current expected credit losses was not material as of December 31, 2024 and 2023.

Inventory

Inventories, consisting of merchandise that the Company has purchased and to which the Company holds title, are accounted for using the specific identification method, and are valued at the lower of cost or net realizable value. The cost of inventory is equal to the cost of the merchandise paid to the seller and related inbound shipping costs. Inventory valuation requires the Company to make judgments based on currently available information about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. The Company records an inventory write-down based on the age of the inventory and historical experience of expected sell-through.

Property and Equipment, Net


Asset Category						Estimated Useful Life
Computers and software						Up to 3 years
Furniture and fixtures						Up to 5 years
Machinery and equipment						Up to 10 years
Leasehold improvements						Shorter of economic life or remaining lease term

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the Company’s consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized.

Internal-Use Software

The Company capitalizes qualifying proprietary software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and placed in service for its intended use. Capitalization ceases when the software is substantially complete and ready for its intended use including the completion of all significant testing. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred. Amounts capitalized are amortized over two years on a straight-line basis.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such review indicates that the carrying amount of the asset group is not recoverable, the carrying amount of such assets is reduced to their fair value. There were no material impairments of long-lived assets for the years ended December 31, 2024 and 2023 related to continuing operations. However, an impairment charge of $9.8 million was recorded for the year ended December 31, 2024 related to discontinued operations. See Note 15, Discontinued Operations, for further details.

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 is 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. The Company performed a qualitative assessment during the fourth quarter of 2024 and determined that it is more likely than not that the fair value of its single reporting unit is greater than its carrying value. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount or if a qualitative assessment is not performed, then the Company would perform a quantitative goodwill impairment test as required, in which it would use a discounted cash flow approach to estimate the fair value of the reporting unit. If the fair value of the reporting unit is less than the carrying value, then a goodwill impairment amount is recorded for the difference. During the years ended December 31, 2024 and 2023, there were no additions to or impairment of goodwill. As part of the divestiture of Remix, $0.7 million of goodwill was allocated to the disposal group based on the relative fair values of the divested business and the portion retained.

Asset Retirement Obligations

The Company records asset retirement obligations (“AROs”) for the estimated cost of restoring its automated warehouse facilities to the specific condition required in accordance with the terms of its lease agreement, upon termination of the lease. AROs represent the present value of the expected costs and timing of the related obligations incurred. The ARO assets and liabilities are recorded in property and equipment, net within the machinery and equipment line item and other non-current liabilities, respectively, within the Company’s consolidated balance sheets. The Company records accretion expense, which represents the increase in the ARO, over the remaining estimated duration of the lease including renewal periods that are included in the lease term. Accretion expense is recorded in operations, product and technology expense in the consolidated statements of operations using accretion rates based on credit adjusted risk-free interest rates.

Leases

Under ASC 842, the Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in the Company's leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company gives consideration to its existing credit arrangements, term of the lease, total lease payments and adjust for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease costs for the Company's operating leases are recognized on a straight-line basis within operating expenses over the lease term.

The Company has elected to not separate lease and non-lease components for real estate leases and, as a result, accounts for lease and non-lease components as one component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. For these leases, lease payments are recognized on a straight-line basis over the lease term and variable payments in the period in which the obligation is incurred.

Seller Payable

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. 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 December 31, 2024 and 2023, there was $15.1 million and $20.8 million, respectively, of seller payable within the Company’s consolidated balance sheets. Revenue recognized from the redemption of seller credits was $22.9 million and $16.5 million for the years ended December 31, 2024 and 2023, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income on the years in which those temporary differences are expected to be recovered and settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

Cost of Revenue

Cost of consignment revenue consists of outbound shipping, outbound labor and packaging costs. Cost of product revenue mainly consists of the inventory cost, inbound shipping related to the sold merchandise, outbound shipping, outbound labor, packaging costs and inventory write-downs. The classification of expenses varies across the retail industry. Accordingly, our cost of revenue may not be comparable to those of other companies in the retail industry.

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 include personnel costs, distribution center rent, maintenance and equipment depreciation as well as inbound shipping costs, other than those capitalized in inventory. Product and technology costs include personnel costs for the design and development of product and the related technology that is used to operate the 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 including equipment, depreciation and rent. Research and development costs from continuing operations related to our technology were approximately $31.3 million and $32.6 million, during the years ended December 31, 2024 and 2023, respectively.

Marketing

Marketing costs consist primarily of advertising, public relations expenditures and personnel costs for employees engaged in marketing. Marketing costs also include an allocation of corporate facilities and information technology costs including equipment, depreciation and rent.

Advertising and other promotional costs from continuing operations included in marketing within the Company’s consolidated statements of operations are expensed as incurred and were approximately $41.5 million and $38.8 million for the years ended December 31, 2024 and 2023, respectively.

Sales, General and Administrative

Sales, general and administrative expenses consist 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.

Stock-Based Compensation

Stock-based compensation costs are based on the fair values on the date of grant for restricted stock unit awards and stock options and on the date of enrollment for the employee stock purchase plan (“ESPP”). The fair values of restricted stock unit awards are based on ThredUp’s stock price on the date of grant. The fair values of stock options and ESPP are estimated using the Black-Scholes option-pricing model.

The fair values of share-based 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. The determination of fair value for share-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding subjective variables.

The Company accounts for forfeitures as they occur.

Fair Value Measurements

Fair value accounting is applied to all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). As of December 31, 2024 and 2023, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, seller payable and accrued and other current liabilities approximated their fair value 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, therefore the carrying value of the Company’s debt approximated its fair value.

Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices in active markets included in Level 1) are either directly or indirectly observable for the asset or liability. These include 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.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Commitments and Contingencies - Narrative (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Purchase obligation	$ 9,402

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2024
Retirement Benefits [Abstract]
Retirement Plan	Retirement Plan In the United States, the Company maintains a defined-contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan is available to substantially all employees who meet the minimum age and length of service requirements. The Company did not make any contributions to this plan during the years ended December 31, 2024 and 2023.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (76,986)	$ (71,248)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	2,370	777
Unrealized gain on available-for-sale securities	8	1,082
Total other comprehensive income	2,378	1,859
Total comprehensive loss	$ (74,608)	$ (69,389)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (76,986)	$ (71,248)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue:
Total revenue	$ 260,031	$ 258,504
Cost of revenue:
Total cost of revenue	52,906	60,036
Gross profit	207,125	198,468
Operating expenses:
Operations, product and technology	142,210	143,339
Marketing	48,639	51,388
Sales, general and administrative	56,895	56,739
Total operating expenses	247,744	251,466
Operating loss	(40,619)	(52,998)
Interest expense	(2,525)	(2,239)
Other income, net	3,174	2,900
Loss before provision for income taxes	(39,970)	(52,337)
Provision for income taxes	29	19
Loss from continuing operations	(39,999)	(52,356)
Loss from discontinued operations, net of tax	(36,987)	(18,892)
Net loss	$ (76,986)	$ (71,248)
Weighted-average shares used to compute loss per share, basic (in shares)	111,960	104,875
Weighted-average shares used to compute loss per share, diluted (in shares)	111,960	104,875
Loss from continuing operations per share, basic (in dollars per share)	$ (0.36)	$ (0.50)
Loss from continuing operations per share, diluted (in dollars per share)	(0.36)	(0.50)
Loss from discontinued operations per share, diluted (in dollars per share)	(0.33)	(0.18)
Loss from discontinued operations per share, Basic (in dollars per share)	(0.33)	(0.18)
Total loss per share, basic (in dollars per share)	(0.69)	(0.68)
Total loss per share, diluted (in dollars per share)	$ (0.69)	$ (0.68)
Consignment
Revenue:
Total revenue	$ 246,186	$ 213,093
Cost of revenue:
Total cost of revenue	45,599	39,732
Product
Revenue:
Total revenue	13,845	45,411
Cost of revenue:
Total cost of revenue	$ 7,307	$ 20,304

Long-Term Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

In February 2019, the Company entered into a loan and security agreement (“Term Loan”) with Western Alliance Bank for an aggregate amount of up to $40.0 million and incurred an immaterial amount of debt issuance costs, which were recorded on the Company’s consolidated balance sheets and are being amortized over the life of the Term Loan using the effective-interest method.

The Term Loan was subsequently amended several times, with the most recent amendment taking place in December 2023. As amended, the Term Loan matures on July 14, 2027 and provides for an aggregate borrowing amount of up to $48.8 million, of which $22.5 million remains available and is designated for the purchase of certain equipment. The Term Loan bears interest at the prime rate published in the Wall Street Journal plus a margin of 1.25%, with a floor of 4.75%.

The Term Loan requires the Company to comply with certain financial covenants, including, among other things, liquidity requirements, performance metrics, and a debt service coverage ratio. 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 December 31, 2024, the Company was in compliance with its debt covenants under the Term Loan.

The Term Loan is payable in consecutive monthly installments. Interest is due monthly on amounts outstanding under the Term Loan. The Company is also permitted to make voluntary prepayments without penalty or premium at any time.

As of December 31, 2024 and 2023, the effective interest rate for borrowings under the Term Loan was 9.71% and 10.73%, respectively.

During the years ended December 31, 2024 and 2023, the Company did not make any borrowings under the Term Loan and repaid $4.0 million each year on amounts outstanding under the Term Loan. As of December 31, 2024 and 2023, the amount outstanding under the Term Loan was $22.3 million and $26.3 million, respectively.

During the years ended December 31, 2024 and 2023, the Company incurred interest costs of $2.5 million and $2.9 million, respectively, related to the Term Loan. There was no capitalized interest for the year ended December 31, 2024, and $0.6 million was capitalized as part of an asset for the year ended December 31, 2023.

As of December 31, 2024, annual scheduled principal payments of the Term Loan were as follows:


	Amount
	(in thousands)
2025	$	4,000
2026	4,000
2027	14,333
Total principal payments	22,333
Less: unamortized debt discount	(327)
Less: current portion of long-term debt	(3,855)
Non-current portion of long-term debt	$	18,151

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Common Stock and Stockholder's Equity - Schedule of Common Stock Issued and Outstanding (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Authorized (in shares)	1,120,000,000	1,120,000,000
Issued (in shares)	116,134,000	108,784,000
Outstanding (in shares)	116,134,000	108,784,000
Class A common stock
Class of Stock [Line Items]
Authorized (in shares)	1,000,000,000	1,000,000,000
Issued (in shares)	88,061,000	78,830,000
Outstanding (in shares)	88,061,000	78,830,000
Class B common stock
Class of Stock [Line Items]
Authorized (in shares)	120,000,000	120,000,000
Issued (in shares)	28,073,000	29,954,000
Outstanding (in shares)	28,073,000	29,954,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies - Schedule of Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2025	$ 4,629
2026	4,102
2027	481
2028	190
Total future minimum payments	$ 9,402

Significant Accounting Policies - Schedule of Property and Equipment, Net (Details)	Dec. 31, 2024
Computers and software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Contingency [Line Items]
Loss before provision for income taxes	$ 39,970	$ 52,337
Net operating loss carryforwards	87,701	92,822
Capital losses	21,746	0
Valuation allowance, increase	22,200	6,500
Unrecognized tax benefits	1,272	$ 987	$ 0
Domestic Tax Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	342,300
Net operating loss carryforwards	263,300
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 271,400

Financial Instruments and Fair Value Measurements – Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Marketable securities:
Total marketable securities	$ 12,325	$ 8,100
Fair Value, Recurring
Cash equivalents:
Total cash equivalents	9,484	32,066
Marketable securities:
Total marketable securities	12,325	8,100
Total assets at fair value	21,809	40,166
Fair Value, Recurring \| U.S. treasury securities
Marketable securities:
Total marketable securities	8,122	7,405
Fair Value, Recurring \| U.S. government agency bonds
Cash equivalents:
Total cash equivalents		1,108
Marketable securities:
Total marketable securities	3,704	695
Fair Value, Recurring \| Money market funds
Cash equivalents:
Total cash equivalents	1,061	8,028
Fair Value, Recurring \| Commercial paper
Cash equivalents:
Total cash equivalents	7,923	14,954
Marketable securities:
Total marketable securities	499
Fair Value, Recurring \| U.S. treasury securities
Cash equivalents:
Total cash equivalents	500	7,976
Fair Value, Recurring \| Level 1
Cash equivalents:
Total cash equivalents	1,061	8,028
Marketable securities:
Total marketable securities	0	0
Total assets at fair value	1,061	8,028
Fair Value, Recurring \| Level 1 \| U.S. treasury securities
Marketable securities:
Total marketable securities	0	0
Fair Value, Recurring \| Level 1 \| U.S. government agency bonds
Cash equivalents:
Total cash equivalents		0
Marketable securities:
Total marketable securities	0	0
Fair Value, Recurring \| Level 1 \| Money market funds
Cash equivalents:
Total cash equivalents	1,061	8,028
Fair Value, Recurring \| Level 1 \| Commercial paper
Cash equivalents:
Total cash equivalents	0	0
Marketable securities:
Total marketable securities	0
Fair Value, Recurring \| Level 1 \| U.S. treasury securities
Cash equivalents:
Total cash equivalents	0	0
Fair Value, Recurring \| Level 2
Cash equivalents:
Total cash equivalents	8,423	24,038
Marketable securities:
Total marketable securities	12,325	8,100
Total assets at fair value	20,748	32,138
Fair Value, Recurring \| Level 2 \| U.S. treasury securities
Marketable securities:
Total marketable securities	8,122	7,405
Fair Value, Recurring \| Level 2 \| U.S. government agency bonds
Cash equivalents:
Total cash equivalents		1,108
Marketable securities:
Total marketable securities	3,704	695
Fair Value, Recurring \| Level 2 \| Money market funds
Cash equivalents:
Total cash equivalents	0
Fair Value, Recurring \| Level 2 \| Commercial paper
Cash equivalents:
Total cash equivalents	7,923	14,954
Marketable securities:
Total marketable securities	499
Fair Value, Recurring \| Level 2 \| U.S. treasury securities
Cash equivalents:
Total cash equivalents	500	7,976
Fair Value, Recurring \| Level 3
Cash equivalents:
Total cash equivalents	0	0
Marketable securities:
Total marketable securities	0	0
Total assets at fair value	0	0
Fair Value, Recurring \| Level 3 \| U.S. treasury securities
Marketable securities:
Total marketable securities	0	0
Fair Value, Recurring \| Level 3 \| U.S. government agency bonds
Cash equivalents:
Total cash equivalents		0
Marketable securities:
Total marketable securities	0	0
Fair Value, Recurring \| Level 3 \| Money market funds
Cash equivalents:
Total cash equivalents	0	0
Fair Value, Recurring \| Level 3 \| Commercial paper
Cash equivalents:
Total cash equivalents	0	0
Marketable securities:
Total marketable securities	0
Fair Value, Recurring \| Level 3 \| U.S. treasury securities
Cash equivalents:
Total cash equivalents	$ 0	$ 0

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Feb. 24, 2025	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	001-40249
Entity Registrant Name	ThredUp Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-4009181
Entity Address, Address Line One	969 Broadway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94607
City Area Code	415
Local Phone Number	402-5202
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	TDUP
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 122.8
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024.
Amendment Flag	false
Entity Central Index Key	0001484778
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		92,620,063
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,574,629

Discontinued Operations

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Divestiture

On November 30, 2024, the Company exited the European market by completing the sale of its European subsidiary, Remix, to Remix’s management (the “Transaction”). The divestiture qualified for held-for-sale classification on November 30, 2024 and represented a strategic shift with a major effect on the Company’s operations and financial results. Following the divestiture, the Company will not have any significant continuing involvement in the operations of Remix. As a result, Remix met the criteria for reporting as a discontinued operation on the same date.

Upon the closing of the Transaction, the Company retained a 9% equity interest in Remix US Holdings, Inc., the parent company of Remix, with a fair value of $530,000, and received cash proceeds of EUR 1.00. The minority investment does not provide the Company with significant influence over Remix and will be accounted for under the cost method. The Company has not elected the fair value option for this investment. The investment will be assessed for impairment at each reporting period or if indicators of impairment arise. In connection with the Transaction, Remix issued an unsecured convertible promissory note (the “Convertible Note”) to the Company as consideration for the Transaction.

The Convertible Note, reflecting the Company’s investment since acquiring Remix for various purposes, including infrastructure, technology, and personnel development, had a fair value of $350,000. The Convertible Note has an aggregate principal amount of EUR 61.6 million and bears interest at 125 basis points plus the greater of the 12-month EURIBOR rate or zero, determined annually on November 30. The Convertible Note does not have a fixed maturity date, and the Company does not anticipate full repayment, with both the timing and amount of any potential repayment remaining uncertain. Through its conversion feature, the Convertible Note ensures the Company’s ownership interest in Remix remains at 9% and cannot exceed this level, regardless of potential future dilutive actions. Consequently, the discount, representing the difference between the aggregated principal amount and fair value, is not subject to amortization, and accrued interest will be offset by a credit reserve adjustment and immediately written off in future periods, resulting no net impact to the Company’s financial statements.

The fair value of retained equity interest was estimated using a combination of a market approach, which incorporated valuation multiples of comparable public companies and transactions, and an income approach based on projected discounted cash flows (the “DCF” model). The significant assumptions used included estimates of future revenues and operating expenses, long-term growth rates, working capital requirements, discount rates, and discounts for lack of marketability and control, which are considered unobservable inputs and are classified as Level 3 within the fair value hierarchy. Estimating the fair value of a business was a subjective process that involved assumptions market participants would use in determining fair value, along with other estimates and judgments, particularly related to future cash flows, which are inherently uncertain. The Company utilized a probability-weighted approach to determine the transaction-date fair value of the Convertible Note by analyzing all possible repayment scenarios, the estimated cash flows that the Company would receive under each scenario, and the likelihood of each scenario occurring.

As of December 31, 2024, the 9% retained equity interest in Remix US Holdings, Inc., valued at $530,000, and the Convertible Note, valued at $350,000, were recorded in other assets within the consolidated balance sheets. As a result of the Transaction, the Company derecognized net assets of $7.6 million, a previously recognized foreign currency translation adjustment of $3.6 million, and incurred transaction costs of $1.0 million, resulting in a loss of $11.3 million, recorded in loss from discontinued operations, net of tax within the consolidated statements of operations. As a result of the Transaction and the Convertible Note, there were deferred tax assets of $21.7 million generated from the capital loss carryforwards incurred, related to U.S. federal and state taxes. As of December 31, 2024, the Company held a valuation allowance against these deferred tax assets due to the uncertainty of realizing future benefits from the capital loss carryforwards. Accordingly, there was no income tax impact and the Company has not recorded an income tax provision related to the losses.

Remix’s financial results are presented as loss from discontinued operations, net of tax in the consolidated statements of operations. For fiscal 2024, these results include the period from the beginning of the year through the date of the Transaction. The following table presents the major components of Remix’s financial results for the periods presented:


	Year Ended December 31,
	2024		2023
	(in thousands)
Total revenue	$	47,317	$	63,518
Total cost of revenue	33,937		48,181
Operating expenses	39,077		34,176
Other income (expense), net	44		(53)
Loss on Remix divestiture	(11,334)		—
Loss from discontinued operations	$	(36,987)	$	(18,892)

The following table represents the aggregated carrying amounts of assets and liabilities classes classified as discontinued operations in the consolidated balance sheets for the period presented:


	December 31,
	2023
	(in thousands)
Assets:
Inventory	$	12,863
Other current assets	4,766
Current assets of discontinued operations	17,629
Operating lease right-of-use assets	14,021
Property and equipment, net	9,850
Intangible assets	8,156
Other assets	1,498
Non-current assets of discontinued operations	33,525
Total assets of discontinued operations	$	51,154
Liabilities:
Accounts payable	$	5,626
Accrued and other current liabilities	8,522
Current liabilities of discontinued operations	14,148
Operating lease liabilities, non-current	12,800
Other non-current liabilities	628
Non-current liabilities of discontinued operations	13,428
Total liabilities of discontinued operations	$	27,576

Impairments

In the third quarter of 2024, the Company announced its decision to exit the European market and that it had initiated a strategic review of its Remix business. However, the Company did not classify Remix as held for sale during this period, as the necessary criteria were not met due to the required approval not being obtained. The decision to exit the European market, coupled with the decline in the Company’s market capitalization, were identified as qualitative indicators of potential impairment of long-lived assets and goodwill. Consequently, the Company performed long-lived assets and goodwill impairment assessments during the third quarter of 2024 and recognized an impairment of long-lived assets of $9.8 million, of which $5.6 million related to certain property and equipment and $4.2 million related to intangible assets, recorded within loss from discontinued operations, net of tax in the consolidated statements of operations. There was no impairment recognized on goodwill as its fair value exceeded its carrying amount as of the valuation date.

In conducting the long-lived assets and goodwill impairment assessments in the third quarter of 2024, the Company determined fair values using a combination of a market approach, which incorporated valuation multiples of comparable public companies and transactions, and an income approach based on projected DCF model. The significant assumptions used in the DCF model included estimates of future revenues and operating expenses, long-term growth rates, working capital requirements, and discount rates, which are considered unobservable inputs and are classified as Level 3 within the fair value hierarchy. Estimating the fair value of a business was a subjective process that involved assumptions market participants would use in determining fair value, along with other estimates and judgments, particularly related to future cash flows, which are inherently uncertain.

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share

The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:


	December 31,
	2024	2023
	(in thousands)
Outstanding stock options	13,743	16,247


Restricted stock units	9,288	8,538
Employee stock purchase plan	25	108
Delayed share issuance related to acquisition	—	—
Total	23,056	24,893

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 25,847	$ 29,652
Aggregate intrinsic value of options exercised	400	1,600
Stock-based compensation costs capitalized	$ 500	$ 600
2010 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted (in shares)	0
Options granted (in dollars per share)	$ 0
Outstanding stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 0
Dividend yield	0.00%
Outstanding stock options \| 2010 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Additional shares authorized (in shares)				1,000,000	6,500,000
Expiration period	10 years
Percent of fair value	100.00%
Vesting percentage period	4 years
Outstanding stock options \| 2010 Plan \| Over 10 % Shareholder
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percent of fair value	110.00%
Employee stock purchase plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percent of fair value	85.00%
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage period		3 years	4 years
Unrecognized compensation expense	$ 18,400
Weighted average period unrecognized stock-based compensation expense	1 year 7 months 24 days
Conversion of stock (in shares)	1
Requisite service period	1 year
Accelerated cost		$ 2,400
Unrecognized stock-based compensation vesting expense	$ 12,300	$ 31,500
Restricted stock units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage period	3 years
Restricted stock units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage period	4 years

Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Lease term		5 years 7 months 6 days
Minimum lease payments		$ 0.3
Purchase obligation		$ 2.0
Building
Lessee, Lease, Description [Line Items]
Security deposit	$ 0.2		$ 0.3
Letters of credit	$ 5.0		$ 5.4
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year
Lease renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	12 years
Lease renewal term	10 years

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


	December 31,
	2024		2023
	(in thousands)
Cash and cash equivalents	$	31,851	$	54,337
Cash and cash equivalents from discontinued operations	—		1,747
Restricted cash included in Other current assets	3,690		462
Restricted cash included in Other assets	4,947		4,923
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	40,488	$	61,469

Schedule of Restrictions on Cash and Cash Equivalents


	December 31,
	2024		2023
	(in thousands)
Cash and cash equivalents	$	31,851	$	54,337
Cash and cash equivalents from discontinued operations	—		1,747
Restricted cash included in Other current assets	3,690		462
Restricted cash included in Other assets	4,947		4,923
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	40,488	$	61,469

Schedule of Property and Equipment, Net


Asset Category						Estimated Useful Life
Computers and software						Up to 3 years
Furniture and fixtures						Up to 5 years
Machinery and equipment						Up to 10 years
Leasehold improvements						Shorter of economic life or remaining lease term

Property and equipment, net consisted of the following:


	December 31,
	2024		2023
	(in thousands)
Property and equipment, at cost:
Machinery and equipment	$	78,908	$	74,462
Leasehold improvements	23,901		24,105
Internal-use software	11,681		9,964
Computers and software	7,396		7,565
Construction in progress	5,583		4,786
Furniture and fixtures	2,128		2,127

Total property and equipment, at cost	129,598		123,009
Less: accumulated depreciation and amortization	(61,118)		(45,187)
Property and equipment, net	$	68,480	$	77,822

Common Stock and Stockholder's Equity (Tables)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Schedule of Common Stock Issued and Outstanding

The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of December 31, 2024 and 2023:


	December 31, 2024
	Authorized	Issued and Outstanding
	(in thousands)
Class A common stock	1,000,000	88,061
Class B common stock	120,000	28,073
Total	1,120,000	116,134


	December 31, 2023
	Authorized	Issued and Outstanding
	(in thousands)
Class A common stock	1,000,000	78,830
Class B common stock	120,000	29,954
Total	1,120,000	108,784

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from continuing operating activities:
Loss from continuing operations	$ (39,999)	$ (52,356)
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) continuing operating activities:
Depreciation and amortization	17,328	14,227
Stock-based compensation expense	25,847	29,652
Reduction in carrying amount of right-of-use assets	4,536	5,203
Other	(16)	820
Changes in operating assets and liabilities:
Accounts receivable, net	1,482	(2,448)
Inventory	2,134	3,669
Other current and non-current assets	822	1,181
Accounts payable	3,907	(642)
Accrued and other liabilities	(561)	(8,202)
Seller payable	(5,688)	5,014
Operating lease liabilities	(4,889)	(5,936)
Net cash provided by (used in) continuing operating activities	4,903	(9,818)
Cash flows from continuing investing activities:
Purchases of marketable securities	(31,776)	(17,915)
Maturities of marketable securities	28,100	77,579
Purchases of property and equipment	(6,584)	(13,108)
Net cash provided by (used in) continuing investing activities	(10,260)	46,556
Cash flows from continuing financing activities:
Repayment of debt	(4,000)	(4,000)
Proceeds from issuance of stock-based awards	3,667	5,162
Payments of withholding taxes on stock-based awards	(4,059)	(4,765)
Net cash used in continuing financing activities	(4,392)	(3,603)
Net change in cash, cash equivalents and restricted cash from continuing operations	(9,749)	33,135
Net cash flow used in discontinued operating activities	(4,005)	(12,773)
Net cash flow used in discontinued investing activities	(6,641)	(2,876)
Net change in cash, cash equivalents and restricted cash from discontinued operations	(10,646)	(15,649)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(586)	(68)
Net change in cash, cash equivalents and restricted cash	(20,981)	17,418
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period	61,469	44,051
Cash, cash equivalents and restricted cash, end of period	40,488	61,469
Supplemental disclosures of cash flow information:
Cash paid for interest	2,397	2,706
Supplemental disclosures of noncash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued liabilities	681	100
Right-of-use assets obtained in exchange for new lease liabilities	$ 5,293	$ 0

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Future Minimum Undiscounted Lease Payments

As of December 31, 2024, future minimum undiscounted lease payments were as follows:


	Amount1
	(in thousands)
2025	$	6,480
2026	6,952
2027	6,306
2028	6,262
2029	6,014
Thereafter	13,497
Total lease payments	45,511
Less: imputed interest	(8,677)

Present value of lease liabilities	36,834
Less: current lease liabilities	(4,345)
Non-current lease liabilities	$	32,489

Schedule of Supplemental Cash Flow Information

The components of lease cost are as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Lease cost:
Fixed operating lease cost	$	6,864	$	7,691
Short-term lease cost	438		584
Variable lease cost(1)	2,580		2,183
Total lease cost	$	9,882	$	10,458

(1)Variable lease costs, which include items such as real estate taxes, common area maintenance, and changes based on an index or rate, are not included in the calculation of the right-of-use assets and are recognized as incurred.

The weighted-average remaining lease term and weighted-average discount rate used to calculate the present value of lease liabilities are as follows:


	December 31,
	2024		2023
Weighted-average remaining lease term	6.9 years		7.8 years
Weighted-average discount rate	6.2	%	6.2	%

Supplemental cash flow information related to leases is as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	7,206	$	8,560

Common Stock and Stockholder's Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Common Stock and Stockholder's Equity

Common Stock and Stockholders’ Equity

Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.

The table below summarizes the Class A common stock and Class B common stock authorized, issued and outstanding as of December 31, 2024 and 2023:


	December 31, 2024
	Authorized	Issued and Outstanding
	(in thousands)
Class A common stock	1,000,000	88,061
Class B common stock	120,000	28,073
Total	1,120,000	116,134


	December 31, 2023
	Authorized	Issued and Outstanding
	(in thousands)
Class A common stock	1,000,000	78,830
Class B common stock	120,000	29,954
Total	1,120,000	108,784

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2010 Stock Incentive Plan

In 2010, the Company adopted the Second Amended and Restated 2010 Stock Plan (“2010 Plan”), and amended the 2010 Plan in 2011. The 2010 Plan provides for the grant of stock awards to employees, consultants and directors of the Company. Options granted under the 2010 Plan may either be Incentive Stock Options (“ISOs”) or Nonstatutory Stock Options (“NSOs”). ISOs may be granted to Company employees only, while stock awards other than ISOs may be granted to employees, directors and consultants. In 2020, the board of directors authorized an additional 6.5 million shares for the 2010 Plan. In 2021, the board of directors authorized an additional 1.0 million shares for the 2010 Plan.

Stock awards under the 2010 Plan may be granted with terms of up to 10 years and at prices determined by the board of directors, provided, however, that (i) the exercise price of an ISO or NSO shall not be less than 100% of the estimated fair value of the shares on the date of the grant, and (ii) the exercise price of an ISO granted to a 10% or more stockholder shall not be less than 110% of the estimated fair value of the shares on the grant date. The options generally vest over a four-year period. For certain options, vesting accelerates upon the occurrence of specified events, such as a change of control.

2021 Stock Option and Incentive Plan

In February 2021, in connection with the IPO, the Company’s board of directors adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”) to replace the 2010 Plan, which was subsequently approved by the Company’s stockholders in March 2021. The 2021 Plan became effective on March 24, 2021.

Stock option activity under the 2010 Plan, as amended is as follows:


	Number of Options Outstanding	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Outstanding as of December 31, 2023	16,247	$	1.99	4.14 years	$	5,861
Granted	—	$	—
Exercised	(1,013)	$	0.90
Forfeited or expired	(1,492)	$	1.06
Outstanding as of December 31, 2024	13,742	$	2.16	3.61 years	$	5,300
Exercisable as of December 31, 2024	13,277	$	2.17	3.54 years	$	5,300

The aggregated intrinsic value represents the difference between the exercise price and the fair value of common stock. The aggregate intrinsic value of all options exercised was $0.4 million and $1.6 million during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the total unrecognized compensation cost related to all nonvested stock options was not material.

Each of these inputs is subjective and generally requires significant judgment:

•Fair Value of Common Stock — Historically, for all periods prior to the IPO in March 2021, the fair value of the shares of common stock has historically been determined by the Company’s board of directors as there was no public market for the common stock. The board of directors determined the fair value of our common stock by considering a number of objective and subjective factors, including: the valuation of comparable companies, sales of preferred stock to unrelated third parties, our operating and financial performance, the lack of liquidity of common stock and general and industry specific economic outlook, amongst other factors. After the completion of the IPO in March 2021, the fair value of each share of underlying common stock is based on the closing price of the Company’s common stock as reported on the date of grant on the Nasdaq Global Select Market.

•Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

•Volatility — Because the Company does not have sufficient trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly-traded companies, over a period equal to the expected term of the stock option grants.

•Risk-Free Rate — The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.

•Dividends — The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock. Therefore, the Company uses an expected dividend yield of zero.

Employee Stock Purchase Plan

In February 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (“ESPP”), which was subsequently approved by stockholders in March 2021. The ESPP became effective on March 24, 2021, and the first offering period began on March 25, 2021. Under the terms of the ESPP, rights to purchase common shares may be granted to eligible qualified employees subject to certain restrictions. The ESPP enables the Company’s eligible employees, through payroll withholding, to purchase a limited number of common shares at 85% of the fair market value of a common share either at the beginning of that offering period or on the applicable exercise date, whichever is less. Purchases are made on a semi-annual basis.

During the years ended December 31, 2024 and 2023, compensation expense related to ESPP was not material.

Restricted Stock Units

The Company issues service-based RSUs to employees. The RSUs automatically convert to shares of the Company’s Class A common stock on a one-for-one basis as the awards vest. RSUs were granted to newly hired employees typically vest in equal quarterly installments over 3 or 4 years, provided that the initial vest occurs after a 1-year cliff. During 2023, the Company modified the vesting schedule of substantially all RSUs outstanding as of December 31, 2022 from 4 years to 3 years and recognized compensation expense of $2.4 million related to the acceleration of the vesting schedule. Such grants commence vesting as of the nearest scheduled quarterly vesting date from the date of grant. The RSUs are measured at grant date fair value, at the market price of the Company’s common stock on the grant date. The Company records stock-based compensation expense related to the RSUs ratably over the employee respective requisite service period.

The following table summarizes RSU activity under the 2021 Plan:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Outstanding and nonvested as of December 31, 2023	8,538	$	4.39
Granted	10,438	$	1.88
Vested	(7,117)	$	3.70
Forfeited	(2,571)	$	3.76
Outstanding and nonvested as of December 31, 2024	9,288	$	2.26

The fair value of RSUs as of the vesting date was $12.3 million and $31.5 million during the years ended December 31, 2024 and 2023 , respectively.

As of December 31, 2024, the Company had $18.4 million of unrecognized stock-based compensation related to RSUs, which will be recognized over the weighted average remaining requisite service period of 1.65 years.

Stock-based Compensation

The following table provides information about stock-based compensation expense by financial statement line item:


	Year Ended December 31,
	2024		2023
	(in thousands)
Operations, product and technology	$	11,382	$	11,115
Marketing	487		3,462
Sales, general and administrative	13,978		15,075
Total stock-based compensation expense	$	25,847	$	29,652

Stock-based compensation expense capitalized in internal use software was $0.5 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.

Discontinued Operations - Major Components of Financial Results of Disposal Group (Details) - Discontinued Operations, Disposed of by Sale - Remix - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	$ 47,317	$ 63,518
Total cost of revenue	33,937	48,181
Operating expenses	39,077	34,176
Other income (expense), net	44	(53)
Loss on Remix divestiture	(11,334)	0
Loss from discontinued operations	$ (36,987)	$ (18,892)

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(12))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Unrecognized Tax Benefits From Continuing Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Unrecognized Tax Benefits [Roll Forward]
Balance at the beginning of the period	$ 987	$ 0
Increases related to prior year tax positions	0	319
Increases related to current year tax positions	285	668
Balance at the end of the period	$ 1,272	$ 987

Discontinued Operations - Narrative (Details)			3 Months Ended	12 Months Ended
Discontinued Operations - Narrative (Details)	Dec. 31, 2024 USD ($)	Nov. 30, 2024 EUR (€)	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2024 EUR (€)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cost method investments, fair value disclosure	$ 530,000			$ 530,000
Convertible note, fair value	$ 350,000			350,000		$ 350,000
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Loss from discontinued operations, net of tax
Capital losses	$ 21,746,000			21,746,000	$ 0
Asset impairment charges			$ 9,800,000	9,800,000
Impairment, long-lived asset			5,600,000
Impairment of intangible assets			$ 4,200,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Loss from discontinued operations, net of tax
Impairment of goodwill			$ 0	0	$ 0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]			Loss from discontinued operations, net of tax
Convertible Debt
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Convertible note, aggregate principal amount \| €							€ 61,600,000
Variable interest rate		1.25%
Remix
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital losses	21,700,000			21,700,000
Discontinued Operations, Disposed of by Sale \| Remix
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Retained interest after disposal		9.00%
Cost method investments, fair value disclosure						$ 530,000
Cash proceeds received \| €		€ 1.00
Discontinued operations, derecognized net assets	7,600,000			$ 7,600,000
Foreign currency translation adjustments	3,600,000
Transaction costs incurred	1,000,000
Loss from discontinued operations	$ 11,300,000

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The components of loss from continuing operations before provision for income taxes were $40.0 million and $52.3 million during the years ended December 31, 2024 and 2023, respectively.

The Company had no federal provision for income taxes as the Company has incurred operating losses since inception. The Company’s state tax provision, which was current, was not material for the years ended December 31, 2024 and 2023.

The Company’s effective tax rate, as a percentage of pretax income from continuing operations, differs from the statutory federal rate primarily due to the valuation allowance that the Company records on its deferred tax assets, as management believes it is more likely than not that the deferred tax assets will not be fully realized.

The reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate from continuing operations is as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Tax expense at U.S. statutory rate	$	(8,394)	$	(10,727)
Increase (decrease) in tax resulting from:
State taxes, net of federal effect	23		17
Non-deductible and other expenses	860		921

Stock-based compensation	2,540		4,471
Change in valuation allowance	5,000		5,337
Total	$	29	$	19

The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows:


	December 31,
	2024		2023
	(in thousands)
Deferred tax assets:
Accruals and reserves	$	2,741	$	2,639
Inventory and deferred revenue	115		91
Capitalized research and development costs	14,100		11,112
Stock-based compensation	2,238		1,563
Capital losses	21,746		—
Intangibles	393		76
Other	1,303		1,598
Net operating loss carryforwards	87,701		92,822
Gross deferred tax assets	130,337		109,901
Less: valuation allowance	(120,612)		(98,404)
Total deferred tax assets	9,725		11,497
Deferred tax liabilities:
Fixed assets	9,723		11,222
Other	2		275
Total deferred tax liabilities	9,725		11,497
Total net deferred tax assets	$	—	$	—

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Net deferred tax assets consist primarily of net operating loss carryforwards of approximately $87.7 million and $92.8 million as of December 31, 2024 and 2023, respectively, related to U.S. federal and state taxes. Net deferred tax assets also include capital loss carryforwards of $21.7 million related to U.S. federal and state taxes that were generated in the year ended December 31, 2024 as a result of the Remix divestiture transaction on November 30, 2024. See Note 15, Discontinued Operations, for further details. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company held valuation allowances against its deferred tax assets due to the uncertainty of realizing future benefits from its net operating loss carryforwards, capital loss carryforwards, and other deferred tax assets. The valuation allowance increased by $22.2 million and $6.5 million during the years ended December 31, 2024 and 2023, respectively.

U.S. federal and state net operating loss carryforwards of $342.3 million and $271.4 million, respectively, for income tax purposes are available to offset future taxable income as of December 31, 2024. $263.3 million of the U.S. federal net operating losses can be carried forward indefinitely and are available to offset 80% of future taxable income. If not used, these federal carryforwards will begin to expire in varying amounts beginning in 2034.

The Tax Reform Act of 1986 and similar California legislation impose substantial restrictions on the utilization of net operating losses and tax credit carryforwards in the event that there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code and similar state provisions. Such a limitation could result in the limitation and/or expiration of the net operating loss carryforwards and tax credits before utilization, which could result in increased future tax liabilities when the Company becomes taxable for federal or state purposes. While the Company has experienced an ownership change since its inception, an immaterial amount of net operating losses or tax credits has been limited as of December 31, 2024.

The Company recognizes the benefits of income tax positions only if the positions are more likely than not of being sustained. As of December 31, 2024 and 2023, the amount of gross unrecognized tax benefits related to continuing operations was $1.3 million and $1.0 million, respectively. All of the unrecognized tax benefits, if recognized, would not impact the Company’s effective income tax rate.

A reconciliation of gross unrecognized tax benefits from continuing operations is as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Balance at the beginning of the period	$	987	$	—
Increases related to prior year tax positions	—		319
Increases related to current year tax positions	285		668
Balance at the end of the period	$	1,272	$	987

The Company’s tax years 2010 through current will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or tax credit carryforward. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2024

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Accrued and other current liabilities consisted of the following:


	December 31,
	2024		2023
	(in thousands)
Gift card and site credit liabilities	$	12,234	$	11,407
Accrued vendor liabilities	3,916		3,898
Accrued compensation	3,438		2,370
Deferred revenue	3,328		4,936
Allowance for returns	3,052		3,050
Accrued taxes	2,608		2,566
Accrued other	1,280		1,189
Total	$	29,856	$	29,416

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 6,480
2026	6,952
2027	6,306
2028	6,262
2029	6,014
Thereafter	13,497
Total lease payments	45,511
Less: imputed interest	(8,677)
Present value of lease liabilities	36,834
Less: current lease liabilities	(4,345)	$ (4,610)
Non-current lease liabilities	$ 32,489	$ 31,821

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 7,206	$ 8,560

Goodwill	12 Months Ended
Goodwill	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill Goodwill is primarily attributable to the planned growth in the combined business after the acquisition of Remix Global EAD (“Remix”). Goodwill was $10.7 million and $11.2 million as of December 31, 2024 and 2023, respectively. The change in goodwill during the year ended December 31, 2024 was due to an allocation of $0.7 million of goodwill to the disposal group as part of the divestiture of Remix, with the remaining immaterial change resulting from foreign currency translation adjustment. Goodwill was allocated to the disposal group based on the relative fair values of the divested business and the portion retained. In the third quarter of 2024, the Company performed a quantitative goodwill impairment assessment as a result of its decision to exit the European market and the decline in its market capitalization. There was no impairment recognized on goodwill as its fair value exceeded its carrying amount as of the valuation date. In the fourth quarter, the Company conducted its annual goodwill impairment test, including a qualitative assessment. Based on this evaluation, no indicators of impairment were identified. Accordingly, the Company determined that it is more likely than not that the fair value of the Company’s single reporting unit exceeds its carrying value.

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Retirement Benefits [Abstract]
Employer contributions	$ 0.0	$ 0.0

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2024 shares	Dec. 31, 2024 shares
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
James Reinhart [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		James Reinhart, Chief Executive Officer, terminated a Rule 10b5-1 plan on December 11, 2024. The plan was adopted on March 15, 2024, providing for the sale of up to 692,152 shares of our common stock.
Name	James Reinhart
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	December 11, 2024
Aggregate Available	692,152	692,152
Alon Rotem [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Alon Rotem, Chief Strategy Officer and Chief Legal Officer, terminated a Rule 10b5-1 plan on December 11, 2024. The plan was adopted on March 15, 2024, providing for the sale of up to 310,135 shares of our common stock.
Name	Alon Rotem
Title	Chief Strategy Officer and Chief Legal Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	December 11, 2024
Aggregate Available	310,135	310,135

Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Tax expense at U.S. statutory rate	$ (8,394)	$ (10,727)
Increase (decrease) in tax resulting from:
State taxes, net of federal effect	23	17
Non-deductible and other expenses	860	921
Stock-based compensation	2,540	4,471
Change in valuation allowance	5,000	5,337
Total	$ 29	$ 19

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
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-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 31,851	$ 54,337
Cash and cash equivalents from discontinued operations	0	1,747
Restricted cash included in Other current assets	3,690	462
Restricted cash included in Other assets	4,947	4,923
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 40,488	$ 61,469	$ 44,051

Significant Accounting Policies - Narrative (Details)	3 Months Ended		12 Months Ended
Significant Accounting Policies - Narrative (Details)	Dec. 31, 2024 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Revenue from External Customer [Line Items]
Return period			14 days
Deferred revenue	$ 3,328,000		$ 3,328,000	$ 4,936,000
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Amortization period	2 years		2 years
Impairments of long-lived assets			$ 0	0
Asset impairment charges		$ 9,800,000	9,800,000
Impairment of goodwill		$ 0	0	0
Seller payable	$ 15,142,000		15,142,000	20,830,000
Seller payable, current, revenue recognized			22,900,000	16,500,000
Research and development costs			31,300,000	32,600,000
Advertising expense			41,500,000	38,800,000
Remix \| Discontinued Operations, Disposed of by Sale
Revenue from External Customer [Line Items]
Percentage of divested business	91.00%
Disposal group, including discontinued operation, goodwill	$ 700,000		700,000
Transferred at Point in Time
Revenue from External Customer [Line Items]
Deferred revenue	$ 1,900,000		$ 1,900,000	1,900,000
Coupon Rewards
Revenue from External Customer [Line Items]
Performance obligation, expiration period	6 months		6 months
Loyalty Program
Revenue from External Customer [Line Items]
Revenue recognized			$ 11,500,000	7,700,000
Loyalty Program \| Transferred over Time
Revenue from External Customer [Line Items]
Deferred revenue	$ 1,500,000		1,500,000	3,100,000
Gift Card
Revenue from External Customer [Line Items]
Deferred revenue	8,500,000		8,500,000	6,600,000
Revenue recognized			$ 300,000	2,000,000
Conversion period			1 year
Gift Card Breakage
Revenue from External Customer [Line Items]
Revenue recognized			$ 7,200,000	4,400,000
Site Credit
Revenue from External Customer [Line Items]
Deferred revenue	$ 3,800,000		$ 3,800,000	4,800,000
Conversion period			1 year
Revenue recognized from the redemption			$ 43,200,000	$ 41,500,000

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	San Francisco, California

Long-Term Debt - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2025	$ 4,000
2026	4,000
2027	14,333
Total principal payments	22,333
Less: unamortized debt discount	(327)
Less: current portion of long-term debt	(3,855)	$ (3,838)
Non-current portion of long-term debt	$ 18,151	$ 22,006

Discontinued Operations - Assets And Liabilities Classes Classified (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets:
Current assets of discontinued operations	$ 0	$ 17,629
Non-current assets of discontinued operations	0	33,525
Liabilities:
Current liabilities of discontinued operations	0	14,148
Non-current liabilities of discontinued operations	0	$ 13,428
Discontinued Operations, Disposed of by Sale \| Remix
Assets:
Inventory	12,863
Other current assets	4,766
Current assets of discontinued operations	17,629
Operating lease right-of-use assets	14,021
Property and equipment, net	9,850
Intangible assets	8,156
Other assets	1,498
Non-current assets of discontinued operations	33,525
Total assets of discontinued operations	51,154
Liabilities:
Accounts payable	5,626
Accrued and other current liabilities	8,522
Current liabilities of discontinued operations	14,148
Operating lease liabilities, non-current	12,800
Other non-current liabilities	628
Non-current liabilities of discontinued operations	13,428
Total liabilities of discontinued operations	$ 27,576

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Discontinued Operations

Use of Estimates

New Accounting Pronouncements and Recently Adopted Accounting Pronouncements

The Company has assessed all other ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company.

Recently Adopted Accounting Pronouncements

Revenue Recognition, Gift Cards and Site Credits

Consignment Revenue

Product Revenue

Shipping Fees

The Company charges shipping fees to buyers, which are included in revenue. All outbound shipping costs are accounted for in cost of revenue at the time revenue is recognized.

Returns

Incentives

Deferred Revenue

Revenue from Loyalty Reward Redemption and Expiration

Gift Cards and Site Credits

Segment Reporting

Loss Per Share

Comprehensive Loss

Comprehensive loss is comprised of net loss, foreign currency translation adjustments, and unrealized gains and losses on available-for-sale securities.

Cash, Cash Equivalents, and Restricted Cash

Marketable Securities

Concentrations of Credit Risk

Accounts Receivable, Net

Inventory

Property and Equipment, Net


Asset Category						Estimated Useful Life
Computers and software						Up to 3 years
Furniture and fixtures						Up to 5 years
Machinery and equipment						Up to 10 years
Leasehold improvements						Shorter of economic life or remaining lease term

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized.

Internal-Use Software

Impairment of Long-Lived Assets

Goodwill

Asset Retirement Obligations

Operations, Product and Technology

Marketing

Sales, General and Administrative

Stock-Based Compensation

The Company accounts for forfeitures as they occur.

Fair Value Measurements

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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 years ended December 31, 2024 and 2023, the Company did not recognize any losses on its marketable securities due to credit-related factors.

As of December 31, 2024, the Company’s money market funds, were valued using Level 1 inputs because they are valued using quoted prices in active markets. The Company’s commercial paper, U.S. treasury securities, and U.S. government agency bonds were valued using Level 2 inputs because they are 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.

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

The Company leases certain office space and distribution centers with lease terms ranging from one to twelve years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional one to ten years. For certain leases, these optional periods have been considered in the determination of the right-of-use assets and lease liabilities associated with these leases as the Company has determined it is reasonably certain it will exercise the renewal options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of December 31, 2024, future minimum undiscounted lease payments were as follows:


	Amount1
	(in thousands)
2025	$	6,480
2026	6,952
2027	6,306
2028	6,262
2029	6,014
Thereafter	13,497
Total lease payments	45,511
Less: imputed interest	(8,677)

Present value of lease liabilities	36,834
Less: current lease liabilities	(4,345)
Non-current lease liabilities	$	32,489

Security deposits and letters of credits used to secure the leases were $0.2 million and $5.0 million, respectively, as of December 31, 2024 and $0.3 million and $5.4 million, respectively, as of December 31, 2023.

The components of lease cost are as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Lease cost:
Fixed operating lease cost	$	6,864	$	7,691
Short-term lease cost	438		584
Variable lease cost(1)	2,580		2,183
Total lease cost	$	9,882	$	10,458

The weighted-average remaining lease term and weighted-average discount rate used to calculate the present value of lease liabilities are as follows:


	December 31,
	2024		2023
Weighted-average remaining lease term	6.9 years		7.8 years
Weighted-average discount rate	6.2	%	6.2	%

Supplemental cash flow information related to leases is as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	7,206	$	8,560

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

Fair Value Measurements - Recurring Basis


	December 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	1,061	$	—	$	—	$	1,061
Commercial paper	—		7,923		—		7,923
U.S. treasury securities	—		500		—		500

Total cash equivalents	1,061		8,423		—		9,484
Marketable securities:

U.S. treasury securities	—		8,122		—		8,122
Commercial paper	—		499		—		499
U.S. government agency bonds	—		3,704		—		3,704
Total marketable securities	—		12,325		—		12,325
Total assets at fair value	$	1,061	$	20,748	$	—	$	21,809


	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	8,028			$	—	$	8,028
Commercial paper	—		14,954		—		14,954
U.S. treasury securities	—		7,976		—		7,976
U.S. government agency bonds	—		1,108		—		1,108
Total cash equivalents	8,028		24,038		—		32,066
Marketable securities:

U.S. treasury securities	—		7,405		—		7,405
U.S. government agency bonds	—		695		—		695
Total marketable securities	—		8,100		—		8,100
Total assets at fair value	$	8,028	$	32,138	$	—	$	40,166

As of December 31, 2024 and 2023, 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.

There were no transfers into or out of Level 3 during the year ended December 31, 2024. As of December 31, 2024, of the $12.3 million carrying amount of marketable securities, all had a contractual maturity date of less than one year.

Fair Value Measurements - Nonrecurring Basis

The Company measures the fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. In the third quarter of 2024, the Company performed impairment assessments of its long-lived assets and goodwill following the decision to exit the European market and a decline in market capitalization, recognizing a $9.8 million impairment of long-lived assets. In the fourth quarter of 2024, as part of the Remix divestiture, the Company recognized a convertible notes receivable of $350,000 and a retained equity interest of $530,000. These assets are classified as Level 3 within the fair value hierarchy. See Note 15, Discontinued Operations, for a further discussion on the transaction, impairment assessments, and related fair value measurements.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Loss Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Loss Per Share

The following participating securities have been excluded from the computation of diluted loss per share for the periods presented because including them would have been anti-dilutive:


	December 31,
	2024	2023
	(in thousands)
Outstanding stock options	13,743	16,247


Restricted stock units	9,288	8,538
Employee stock purchase plan	25	108
Delayed share issuance related to acquisition	—	—
Total	23,056	24,893

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Maturities of Long-Term Debt

As of December 31, 2024, annual scheduled principal payments of the Term Loan were as follows:


	Amount
	(in thousands)
2025	$	4,000
2026	4,000
2027	14,333
Total principal payments	22,333
Less: unamortized debt discount	(327)
Less: current portion of long-term debt	(3,855)
Non-current portion of long-term debt	$	18,151

Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted stock units shares in Thousands	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Number of Shares
Outstanding at beginning of period (in shares) \| shares	8,538
Granted (in shares) \| shares	10,438
Vested (in shares) \| shares	(7,117)
Forfeited (in shares) \| shares	(2,571)
Outstanding at end of period (in shares) \| shares	9,288
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 4.39
Granted (in dollars per share) \| $ / shares	1.88
Vested (in dollars per share) \| $ / shares	3.70
Forfeited (in dollars per share) \| $ / shares	3.76
Outstanding at end of period (in dollars per share) \| $ / shares	$ 2.26

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Lease cost:
Fixed operating lease cost	$ 6,864	$ 7,691
Short-term lease cost	438	584
Variable lease cost	2,580	2,183
Total lease cost	$ 9,882	$ 10,458

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Other Current Liabilities

Accrued and other current liabilities consisted of the following:


	December 31,
	2024		2023
	(in thousands)
Gift card and site credit liabilities	$	12,234	$	11,407
Accrued vendor liabilities	3,916		3,898
Accrued compensation	3,438		2,370
Deferred revenue	3,328		4,936
Allowance for returns	3,052		3,050
Accrued taxes	2,608		2,566
Accrued other	1,280		1,189
Total	$	29,856	$	29,416

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business ThredUp Inc. (“ThredUp” or the “Company”) was formed as a corporation in the State of Delaware in January 2009. ThredUp operates a large resale platform that enables consumers to buy and sell primarily secondhand apparel, shoes, and accessories.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,120,000,000	1,120,000,000
Common stock, shares issued (in shares)	116,134,000	108,784,000
Common stock, shares outstanding (in shares)	116,134,000	108,784,000

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations

The following table presents the major components of Remix’s financial results for the periods presented:


	Year Ended December 31,
	2024		2023
	(in thousands)
Total revenue	$	47,317	$	63,518
Total cost of revenue	33,937		48,181
Operating expenses	39,077		34,176
Other income (expense), net	44		(53)
Loss on Remix divestiture	(11,334)		—
Loss from discontinued operations	$	(36,987)	$	(18,892)

The following table represents the aggregated carrying amounts of assets and liabilities classes classified as discontinued operations in the consolidated balance sheets for the period presented:


	December 31,
	2023
	(in thousands)
Assets:
Inventory	$	12,863
Other current assets	4,766
Current assets of discontinued operations	17,629
Operating lease right-of-use assets	14,021
Property and equipment, net	9,850
Intangible assets	8,156
Other assets	1,498
Non-current assets of discontinued operations	33,525
Total assets of discontinued operations	$	51,154
Liabilities:
Accounts payable	$	5,626
Accrued and other current liabilities	8,522
Current liabilities of discontinued operations	14,148
Operating lease liabilities, non-current	12,800
Other non-current liabilities	628
Non-current liabilities of discontinued operations	13,428
Total liabilities of discontinued operations	$	27,576

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation between the provision for income taxes at the statutory rate and the provision for income taxes at the effective tax rate from continuing operations is as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Tax expense at U.S. statutory rate	$	(8,394)	$	(10,727)
Increase (decrease) in tax resulting from:
State taxes, net of federal effect	23		17
Non-deductible and other expenses	860		921

Stock-based compensation	2,540		4,471
Change in valuation allowance	5,000		5,337
Total	$	29	$	19

Schedule of Deferred Tax Assets and Liabilities

The significant categories of temporary differences that gave rise to deferred tax assets and liabilities were as follows:


	December 31,
	2024		2023
	(in thousands)
Deferred tax assets:
Accruals and reserves	$	2,741	$	2,639
Inventory and deferred revenue	115		91
Capitalized research and development costs	14,100		11,112
Stock-based compensation	2,238		1,563
Capital losses	21,746		—
Intangibles	393		76
Other	1,303		1,598
Net operating loss carryforwards	87,701		92,822
Gross deferred tax assets	130,337		109,901
Less: valuation allowance	(120,612)		(98,404)
Total deferred tax assets	9,725		11,497
Deferred tax liabilities:
Fixed assets	9,723		11,222
Other	2		275
Total deferred tax liabilities	9,725		11,497
Total net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of gross unrecognized tax benefits from continuing operations is as follows:


	Year Ended December 31,
	2024		2023
	(in thousands)
Balance at the beginning of the period	$	987	$	—
Increases related to prior year tax positions	—		319
Increases related to current year tax positions	285		668
Balance at the end of the period	$	1,272	$	987

Balance Sheet Components - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Gift card and site credit liabilities	$ 12,234	$ 11,407
Accrued vendor liabilities	3,916	3,898
Accrued compensation	3,438	2,370
Deferred revenue	3,328	4,936
Allowance for returns	3,052	3,050
Accrued taxes	2,608	2,566
Accrued other	1,280	1,189
Accrued and other current liabilities	$ 29,856	$ 29,416

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Stock option activity under the 2010 Plan, as amended is as follows:


	Number of Options Outstanding	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Outstanding as of December 31, 2023	16,247	$	1.99	4.14 years	$	5,861
Granted	—	$	—
Exercised	(1,013)	$	0.90
Forfeited or expired	(1,492)	$	1.06
Outstanding as of December 31, 2024	13,742	$	2.16	3.61 years	$	5,300
Exercisable as of December 31, 2024	13,277	$	2.17	3.54 years	$	5,300

Schedule of Restricted Stock Unit Activity

The following table summarizes RSU activity under the 2021 Plan:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Outstanding and nonvested as of December 31, 2023	8,538	$	4.39
Granted	10,438	$	1.88
Vested	(7,117)	$	3.70
Forfeited	(2,571)	$	3.76
Outstanding and nonvested as of December 31, 2024	9,288	$	2.26

Schedule of Stock-Based Compensation Expense

The following table provides information about stock-based compensation expense by financial statement line item:


	Year Ended December 31,
	2024		2023
	(in thousands)
Operations, product and technology	$	11,382	$	11,115
Marketing	487		3,462
Sales, general and administrative	13,978		15,075
Total stock-based compensation expense	$	25,847	$	29,652

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments

The future minimum payments under these arrangements were as follows:


	Amount
	(in thousands)
2025	$	4,629
2026	4,102
2027	481
2028	190

Total future minimum payments	$	9,402

Leases - Weighted-Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term	6 years 10 months 24 days	7 years 9 months 18 days
Weighted-average discount rate	6.20%	6.20%