DEF 14A of ThredUp Inc., Apr 7, 2026

DEF 14A of ThredUp Inc.

Filed Apr 7, 2026 · FY20250001628280-26-024074

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Number of Directors; Board Structure

    Number of Directors; Board Structure Our Board is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class II directors expires at the Annual Meeting. The term of the Class III directors expires at the 2027 annual meeting and the term of the Class I directors expires at the 2028 annual meeting. After the initial terms expire, directors are expected to be elected to hold office for a three-year term and until the election and qualification of their successors in office.

  3. Nominees

    Nominees Our Board has nominated Messrs. James Reinhart and Dan Nova and Ms. Kelly Bodnar Battles for election as Class II directors to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a member of our Board and has consented to serve if elected. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class II is up for re-election at the Annual Meeting. Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce the size of our Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

  4. Recommendation of our Board

    Recommendation of our Board OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES. The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused our Board to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board. Finally, we value our directors’ diversity and experience in relevant areas of business management and on other boards and board committees. Our Corporate Governance Guidelines also dictate that a majority of our Board be comprised of directors whom our Board has determined are “independent” directors under the published listing requirements of the Nasdaq Global Select Market (“Nasdaq").

  5. Directors

    Directors The following table sets forth information regarding our directors, including their ages, as of April 7, 2026:

  6. Directors

    | Name | Age | Positions and Offices Held with the Company | Class | | Employee Directors: | | | | | James Reinhart | 47 | Chief Executive Officer, Director and Co-Founder | II | | Non-Employee Directors: | | | | | Patricia Nakache(3) | 60 | Director, Chairperson | III | | Kelly Bodnar Battles(1) | 59 | Director | II | | Ian Friedman(1) | 43 | Director | I |

  7. Directors

    | Mandy Ginsberg(2)(3) | 56 | Director | III | | Timothy Haley(2) | 71 | Director | I | | Dan Nova(2) | 64 | Director | II | | Noam Paransky(1) | 48 | Director | III | | Coretha Rushing(2) | 70 | Director | I |

  8. Directors

    ____________ (1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating and ESG Committee.

  9. Information Concerning Director Nominees

    Information Concerning Director Nominees Kelly Bodnar Battles. Ms. Battles has served as a member of our Board since December 2025. Ms. Battles has over 35 years of finance and strategy leadership experience including serving as Chief Financial Officer at Alpha Medical, Quora, Bracket Computing and Host Analytics; Vice President of Finance at IronPort Systems (bought by Cisco Systems); Chief of Staff to the Chief Financial Officer of Cisco Systems; and Director of Strategy and Corporate Development at Hewlett Packard. Ms. Battles also worked as an Associate at both McKinsey and J.P. Morgan. Ms. Battles currently serves on the Board and Audit Committee of Arista Networks (NYSE: ANET) and serves as a member of the board of directors of a number of privately held companies including Genesys, Qumulo and Alpha Medical. She previously served on the Board and as Audit Committee Chair of the Wikimedia Foundation, the nonprofit organization behind Wikipedia.org. Ms. Battles holds a Bachelor of Science in Engineering from Princeton University and a Master of Business Administration from Harvard Business School, both with honors. We believe Ms. Battles possesses specific attributes that qualify her to serve as a member of our Board, including her extensive experience as a chief financial officer and as a board member of publicly traded companies in the technology industry. Dan Nova. Mr. Nova has served as a member of our Board since September 2012. Mr. Nova has served as a General Partner of Highland Capital Partners since 1996. From October 2020 to December 2022, Mr. Nova also served as the Chief Investment Officer of Highland Transcend Partners I Corp., a publicly traded special purpose acquisition company. Prior to joining Highland in 1996, Dan was a Partner at CMGI@Ventures from 1995 to 1996. From 1989 to 1994, Mr. Nova was a Senior Associate at Summit Partners. Mr. Nova has served on the Board of Trustees of Eversource Energy, a publicly traded energy company since June 2023. Mr. Nova has served on the board of directors of Harley-Davidson, a publicly traded motorcycle company, since September 2025. Mr. Nova previously served on the board of directors of Rent the Runway, Inc., an online subscription service for clothing from February 2010 to May 2024. Mr. Nova also serves as a member of the board of directors of a number of privately held companies and has served as a member of the board of directors of other publicly traded companies in the past. Mr. Nova holds a Master of Business Administration from Harvard Business School and a Bachelor of Science in Computer Science and Marketing from Boston College. We believe that Mr. Nova is qualified to serve as a member of our Board because of his extensive experience with venture capital and technology companies and his experience as a director of publicly traded companies. James Reinhart. Mr. Reinhart co-founded ThredUp and has served as our Chief Executive Officer and as a member of our Board since January 2009. Prior to founding ThredUp, Mr. Reinhart helped develop the Pacific Collegiate School and co-founded Beacon Education Network, a charter management organization serving low-income students on California’s Central Coast. Mr. Reinhart holds a Master of Public Administration from the Harvard Kennedy School, a Master of Business Administration from Harvard Business School and a Bachelor of Arts in History from Boston College. We believe that Mr. Reinhart is qualified to serve as a member of our Board because of his experience and perspective as our Chief Executive Officer, Director and Co-Founder.

  10. Information Concerning Continuing Directors

    Information Concerning Continuing Directors Ian Friedman. Mr. Friedman has served as a member of our Board since August 2015. Mr. Friedman served as Partner and Managing Director, Co-Head of Technology Investments at L Catterton, a consumer-focused private equity firm from September 2022 until April 2025. From October 2020 to December 2022, Mr. Friedman served as the Chief Executive Officer and a director of Highland Transcend Partners I Corp., a publicly traded special purpose acquisition company. From September 2012 to October 2019, Mr. Friedman served as the Co-Head of Goldman Sachs Investment Partners, Venture Capital and Growth Equity, a banking and financial services company. From September 2008 to July 2010, Mr. Friedman served as a Private Equity Investor of Bain Capital, LLC, a private investment firm. From September 2006 to July 2008, Mr. Friedman served as a consultant at Boston Consulting Group, a management consulting firm. Mr. Friedman holds a Master of Business Administration from the Stanford Graduate School of Business and a degree in Honours Business Administration from the University of Western Ontario, Richard Ivey School of Business. We believe that Mr. Friedman is qualified to serve as a member of our Board because of his extensive business and investment experience in the venture capital industry and his knowledge of the industry in which we operate. Mandy Ginsberg. Ms. Ginsberg has served as a member of our Board since December 2020. Since October 2022, Ms. Ginsberg has served as an Operating Partner of Advent International, one of the largest and most experienced global private equity investors. From December 2017 to March 2020, Ms. Ginsberg served as Chief Executive Officer of Match Group, Inc. From December 2015 to December 2017, Ms. Ginsberg served as Chief Executive Officer of Match Group Americas. From July 2014 to December 2015, she served as the Chief Executive Officer of The Princeton Review. Since February 2020, Ms. Ginsberg has served as a member of the board of directors of Uber Technologies, Inc., a publicly traded ride hailing and movement company. Since May 2024, Ms. Ginsberg has served as a member of the board of directors of Universal Music Group, a publicly traded world leader in music. She also serves on the board of FLO Health, the largest, global digital reproductive health company, which is privately traded. Ms. Ginsberg previously served on the board of directors of J.C. Penney Company, Inc. from July 2015 to December 2020, Match Group, Inc. from December 2017 to March 2020 and Care.com from February 2012 to December 2014. Ms. Ginsberg holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and a Bachelor of Arts in English Literature and Spanish Literature from the University of California, Berkeley. We believe that Ms. Ginsberg is qualified to serve as a member of our Board because of her extensive operational, innovation and high-growth experience with consumer and digital companies and global company leadership and her experience as a board member of publicly traded technology companies. Timothy Haley. Mr. Haley has served as a member of our Board since March 2011. Mr. Haley is a founding member of Redpoint Ventures, a venture capital firm, where he has served as the Managing Director since 1999. Mr. Haley was previously a member of the boards of directors of Netflix, Inc., a publicly traded media-services provider and production company from 1998 until June 2025, 2U, Inc., a publicly traded education technology company from 2009 to September 2024, and Zuora, Inc., a publicly traded enterprise software company from October 2010 to February 2025, when the company went private. Mr. Haley holds a Bachelor of Arts in Philosophy from Santa Clara University. We believe that Mr. Haley is qualified to serve as a member of our Board because of his extensive experience in the venture capital industry and as a board member of publicly traded and privately held technology companies and his knowledge of the industry in which we operate. Patricia Nakache. Ms. Nakache has served as a member of our Board since June 2010 and Chairperson of our Board since September 2020. Ms. Nakache has served in various roles and most recently as a General Partner of Trinity Ventures, a venture capital firm since July 1999. Ms. Nakache has served as a Lecturer in Management at the Stanford Graduate School of Business since April 2016. From 1991 to 1998, Ms. Nakache served in various roles and most recently as a Practice Consultant and Senior Engagement Manager at McKinsey & Company, a management consulting firm. From 1987 to 1989, Ms. Nakache served as a Business Analyst at McKinsey & Company. Ms. Nakache served as a board member of the National Venture Capital Association, an organization dedicated to advocating for public policy that supports the American entrepreneurial ecosystem, from May 2018 to May 2022. Ms. Nakache served as a board member for Papaya Growth Opportunity Corp I from January to December 2022. From 2008 to January 2014, Ms. Nakache served as a member of the board of directors of Care.com, Inc., a publicly traded family and senior care company that was acquired by IAC/InterActiveCorp in February 2020. Ms. Nakache also serves as a member of the board of directors of a number of privately held companies. Ms. Nakache holds a Master of Business Administration from the Stanford University Graduate School of Business and a Bachelor of Arts in Physics and Chemistry from Harvard University. We believe that Ms. Nakache is qualified to serve as a member of our Board because of her significant knowledge of and history with our company, her experience as a seasoned investor and as a current and former director of numerous privately held consumer growth and technology companies, and her knowledge of the industry in which we operate. Noam Paransky. Mr. Paransky has served as a member of our Board since June 2024. Since September 2024, Mr. Paransky has served as Chief Executive Officer and Managing Director of Stony Brook Advisors LLC, an advisory firm to early stage technology companies, leading retailers and global brands. From August 2022 to September 2024, Mr. Paransky served as the Chief Omni and Innovation Officer at Tapestry, Inc. (“Tapestry”), a publicly traded multinational fashion holding company, where he was responsible for leading the company-wide innovation agenda and delivering an innovative omni-channel experience for all customer touchpoints. From April 2019 to July 2022, Mr. Paransky was Chief Digital Officer at Tapestry where he was responsible for the digital selling and engagement channels for all Tapestry brands and led a more than tripling of digital sales. Prior to joining Tapestry, he served as the SVP of Digital at Gap, Inc. where he led the digital sales and engagement channels for all Gap, Inc. brands driving digital sales growth of over $1 billion. Prior to Gap, Inc., Paransky spent nearly two decades as a retail, digital and marketing expert working directly with numerous retail and fashion brands. Mr. Paransky holds a Bachelor’s Degree in Economics from Emory University. We believe that Mr. Paransky is qualified to serve as a member of our Board because of his deep expertise in the fashion industry, his leadership in digital transformation, and his success in driving growth at consumer and digital companies. Coretha Rushing. Ms. Rushing has served as a member of our Board since January 2022. Since February 2020, Ms. Rushing has served as Managing Director and Executive Coach/Mentor for The ExCo Leadership Group, LLC (formerly Merryck & Co.), a global executive coaching and mentoring firm. Ms. Rushing has also served as the President of CR Consulting Alliance, LLC, her human resource consulting firm, from November 2019 to the present.

  11. Information Concerning Continuing Directors

    From May 2006 to January 2020, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer of Equifax Inc., a publicly traded consumer credit reporting agency. From June 1996 to December 2005, she was Senior Vice President and Chief Human Resources Officer of The Coca-Cola Company, a publicly traded multinational beverage corporation. Ms. Rushing has served as a board member of Alight, Inc., a publicly traded health, wealth and benefits technology platform since May 2024. Ms. Rushing previously served on the boards of directors of Nuvei Corporation, a publicly traded Canadian fintech company, from August 2023 to November 2024 when the company went private, 2U, Inc., a publicly traded educational technology company, from April 2016 to October 2024 and Benefitfocus.com, Inc., a publicly traded cloud-based benefits platform software company, from March 2021 until January 2023, when Voya Financial, Inc. acquired it. She also serves as an external board member for Spencer Stuart, a global search and professional services firm. Ms. Rushing is a requested speaker at various conferences focused on leadership, human capital, diversity, equity, and inclusion. Ms. Rushing served on the board, most recently as Chair and then Chair Emeritus of The Society for Human Resource Management. Ms. Rushing holds a Master of Education in Human Resources and Counseling from The George Washington University and a Bachelor of Science in Education from East Carolina University. We believe that Ms. Rushing is qualified to serve as a member of our Board because of her extensive experience in human resources as well as her experience as an advisor and board member of publicly traded companies.

  12. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE Our business and affairs are managed under the direction of our Board, which is elected by our stockholders. In carrying out its responsibilities, our Board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies. Our Board and management team are committed to good corporate governance to ensure that we are managed for the long-term benefit of our stockholders, and we have a variety of policies and procedures to promote such goals. To that end, during the past year, our management periodically reviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), SEC rules, and the listing standards of Nasdaq and the Long-Term Stock Exchange (“LTSE”). Besides verifying the independence of the members of our Board and committees (which is discussed in the section titled “Independence of Our Board”), at the direction of our Board, we also: •Periodically review and make necessary changes to the charters for our Audit, Compensation, and Nominating and ESG Committees; •Establish disclosure control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act and the rules and regulations of the SEC; •Have a procedure for receipt and treatment of anonymous and confidential complaints or concerns regarding audit or accounting matters in place; and •Have a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. In addition, we have adopted a set of Corporate Governance Guidelines. Our Nominating and ESG Committee is responsible for reviewing our Corporate Governance Guidelines from time to time and reporting and making recommendations to our Board concerning corporate governance matters. A copy of our Corporate Governance Guidelines can be found on our investor relations website at ir.thredup.com. Our Corporate Governance Guidelines address such matters as: •Director Independence - Independent directors must constitute at least a majority of our Board; •Monitoring Board Effectiveness - Our Board must conduct an annual self-evaluation of our Board and its committees; •Board Access to Independent Advisors - Our Board as a whole, and each of its committees separately, have authority to retain independent experts, advisors or professionals as each deems necessary or appropriate; and •Board Committees - All members of the Audit Committee, Compensation Committee, and Nominating and ESG Committee are independent in accordance with applicable Nasdaq and LTSE criteria.

  13. Meetings of Our Board

    Meetings of Our Board Our Board held four meetings in 2025. Except Ms. Battles, each director attended at least 75% of all meetings of our Board and the committees on which he or she served that were held during fiscal year 2025. Ms. Battles joined the Board in December 2025 and no Board or Committee meetings occurred in 2025 after she joined the Board. Under our Corporate Governance Guidelines, directors are expected to spend the time needed and meet as frequently as our Board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend our annual meeting of stockholders, all meetings of our Board and all meetings of the committees on which they serve. Directors are encouraged, but not required, to attend our annual meetings of stockholders.

  14. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board has delegated to our Nominating and ESG Committee the responsibility of identifying suitable candidates for nomination to our Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our Corporate Governance Guidelines and the Committee’s charter. Our Nominating and ESG Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the Committee deems to be appropriate in the evaluation process. Our Nominating and ESG Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, our Nominating and ESG Committee recommends candidates for our Board’s approval as director nominees for election to our Board.

  15. Non-Employee Director Compensation

    Non-Employee Director Compensation We maintain a Non-Employee Director Compensation Policy pursuant to which our non-employee directors are eligible to receive the following cash retainers and equity awards, which are paid out on a quarterly basis:

  16. Non-Employee Director Compensation

    | Annual Retainer for Board Membership | | | Annual service on the Board | $40,000 | | Annual service for chair of the Board (in addition to annual service on the Board) | $20,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the Audit Committee (other than chair) | $10,000 | | Annual service as chair of the Audit Committee | $20,000 | | Annual service as member of the Compensation Committee (other than chair) | $10,000 | | Annual service as chair of the Compensation Committee | $15,000 | | Annual service as member of the Nominating and ESG Committee (other than chair) | $10,000 | | Annual service as chair of the Nominating and ESG Committee | $15,000 |

  17. Non-Employee Director Compensation

    Our non-employee directors may elect to receive their cash retainers in the form of fully-vested restricted stock unit (“RSU”) awards. Our policy provides that, upon initial election to our Board, each new non-employee director will be granted a one-time restricted stock unit award with a value of $300,000 (the “Initial Grant”). Furthermore, on the date of each of our annual meeting of stockholders, other than for non-employee directors that have been on the Board for less than six months as of such date, each non-employee director who continues as a non-employee director following such meeting will be granted an annual RSU award with a value of $150,000 (the “Annual Grant”). The Annual Grant vests in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. The Initial Grant vests in equal annual installments over three years from the date of grant, subject to continued service as a director through the applicable vesting date. Such awards are subject to full acceleration of vesting upon the sale of the Company. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

  18. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director in the year ended December 31, 2025, or fiscal 2025. Other than as set forth in the table below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2025. During fiscal 2025, Mr. Reinhart, our Chief Executive Officer, was a member of our Board, as well as an employee, and received no additional compensation for his services as a director. The compensation received by Mr. Reinhart as Chief Executive Officer of the Company is presented in the “Executive Compensation—Summary Compensation Table” below.

  19. 2025 Non-Employee Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All other Compensation ($) | Total ($) | | Kelly Bodnar Battles | — | 292,117(4) | | 292,117 | | Ian Friedman | 50,000 | 308,889 | | 358,889 | | Mandy Ginsberg | 60,000 | 308,889 | | 368,889 | | Timothy Haley | 55,000 | 308,889 | | 363,889 | | Jack Lazar(5) | 35,000(6) | — | 36,290(7) | 71,290 | | Patricia Nakache | 75,000 | 308,889 | | 383,889 | | Dan Nova | 50,000 | 308,889 | | 358,889 | | Noam Paransky | 25,000 | 308,889 | | 333,889 | | Coretha Rushing | 50,000 | 308,889 | | 358,889 |

  20. 2025 Non-Employee Director Compensation Table

    _____________ 1.As of December 31, 2025, each non-employee director other than Ms. Battles, Mr. Lazar, and Mr. Paransky held 43,814 outstanding RSUs of our Class A common stock. Ms. Battles held 39,422 outstanding RSUs of our Class A common stock, Mr. Lazar did not hold any outstanding RSU awards, and Mr. Paransky held 143,436 outstanding RSUs of our Class A common stock. Additionally, Ms. Ginsberg held 30,000 outstanding options to purchase Class B common stock as of December 31, 2025. 2.The amounts reported represent the annual cash retainer and committee fees paid to or earned by each of our non-employee directors for services in fiscal 2025 pursuant to our Non-Employee Director Compensation Policy. 3.Amounts reflect the aggregate grant date fair value of the RSUs granted to our non-employee directors in fiscal 2025, each determined in accordance with FASB ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 9 of our consolidated financial statements included for fiscal 2025 which are included in our annual report on Form 10-K filed with the SEC on March 2, 2026. Note that the amounts reported in this column reflect the accounting cost for these grants, and do not correspond to the actual economic value that may be received by the non-employee directors from the vesting of the RSUs. Unless otherwise noted, all RSUs fully vest upon the earlier of (i) May 21, 2026 or (ii) the next annual meeting of stockholders, subject to the non-employee director’s continued service on the board through the applicable vesting date. 100% of the RSUs will vest immediately upon the non-employee director’s continued service to us through the consummation of a change in control. 4.Ms. Battles joined our board of directors on December 1, 2025. In connection with her appointment, she was granted an initial award of 39,422 RSUs that vest in three equal annual installments on each anniversary of December 1, 2025. 100% of the RSUs will vest immediately upon her continued service to us through the consummation of a change in control. 5.Mr. Lazar resigned from our board of directors in connection with our 2025 Annual Meeting, effective May 21, 2025. 6.Prior to Mr. Lazar’s resignation from our board of directors, he received $35,000 of the annual cash retainer and committee fees for services provided in fiscal 2025 pursuant to our Non-Employee Director Compensation Policy. 7.Following Mr. Lazar’s resignation from our board of directors, on May 27, 2025, he entered into a consulting arrangement with the Company pursuant to which he agreed to provide certain business and strategic advice to the Company. Mr. Lazar received a consulting fee in the amount of $36,290 in fiscal 2025. The consulting arrangement between the Company and Mr. Lazar terminated on November 30, 2025. PROPOSAL TWO:

  21. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to our named executive officers during fiscal 2025 and for the year ending December 31, 2024, or fiscal 2024.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Total ($) | | James Reinhart | 2025 | 914,667 | — | 1,795,600 | 735,000 | 3,445,267 | | Chief Executive Officer and Co-Founder | 2024 | 980,000 | 147,000 | 3,960,000 | — | 5,087,000 | | Christopher Homer | 2025 | 635,000 | — | 636,500 | 285,750 | 1,557,250 | | Chief Operating Officer and Co-Founder | 2024 | 635,000 | 95,250 | 1,287,000 | — | 2,017,250 | | Sean Sobers | 2025 | 635,000 | — | 415,400 | 190,500 | 1,240,900 | | Chief Financial Officer | 2024 | 635,000 | 95,250 | 871,200 | — | 1,601,450 |

  23. Summary Compensation Table

    _____________ (1) The amounts reported for fiscal 2024 represent discretionary cash bonuses provided to each of our named executive officers. (2) The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our named executive officers during fiscal 2025 and fiscal 2024, each calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification/FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 9 of our consolidated financial statements included for fiscal 2025 which are included in our annual report on Form 10-K filed with the SEC on March 2, 2026. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by our named executive officers upon the settlement of such RSUs or any sale of the underlying shares of Class A common stock. (3) The amounts reported for fiscal 2025 represent performance-based awards earned based on the achievement of pre-established financial goals, as described more fully in the section titled “Narrative to Summary Compensation Table” below.

  24. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  25. Outstanding Equity Awards at 2025 Year-End

    | | | | Option Awards(1) | | | | Stock Awards(1) | | | | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Name | | | Exercisable(#) | Unexercisable(#) | | | | | | James Reinhart | | | | | | | | | | | 5/26/2020 | 5/26/2020 | 700,000(3) | - | 2.05 | 10/3/2027 | - | - | | | 5/26/2020 | 5/26/2020 | 1,457,638 (3) | - | 2.05 | 3/21/2029 | - | - | | | 8/26/2020 | 1/1/2021 | 31,560(3) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2021 | 439,365 (3) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2022 | 411,904 (4) | 27,461 | 2.05 | 8/25/2030 | - | - | | | 2/26/2024 | 12/1/2023 | - | - | - | - | 666,667 (5) | 4,260,002 | | | 1/9/2025 | 12/1/2024 | - | - | - | - | 893,334(6) | 5,708,404 | | Christopher Homer | | | | | | | | | | | 5/26/2020 | 5/26/2020 | 32,813(3) | - | 2.05 | 10/3/2027 | - | - | | | 5/26/2020 | 5/26/2020 | 613,718(3) | - | 2.05 | 5/21/2029 | - | - | | | 8/26/2020 | 3/30/2021 | 193,928(3) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2022 | 181,806(4) | 12,121 | 2.05 | 8/25/2030 | - | - | | | 2/26/2024 | 12/1/2023 | | | - | - | 216,667 (5) | 1,384,502 | | | 1/9/2025 | 12/1/2024 | - | - | - | - | 316,667(6) | 2,023,502 | | Sean Sobers | | | | | | | | | | | 5/26/2020 | 5/26/2020 | 860,000(3) | - | 2.05 | 10/24/2029 | - | - | | | 8/26/2020 | 1/1/2021 | 20,480(3) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2021 | 196,690(4) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2022 | 184,396(4) | 12,294 | 2.05 | 8/25/2030 | - | - | | | 2/26/2024 | 12/1/2023 | - | - | - | - | 146,667(5) | 937,202 | | | 1/9/2025 | 12/1/2024 | - | - | - | - | 206,667(6) | 1,320,602 |

  26. Outstanding Equity Awards at 2025 Year-End

    ____________ 1.Each option grant is subject to the terms of our Second Amended and Restated 2010 Stock Plan, (the “2010 Plan”). Shares underlying each award granted under our 2010 Plan are shares of Class B common stock of the company. Each RSU grant is subject to the terms of our 2021 Stock Option and Incentive Plan, and is for shares of Class A common stock of the Company. 2.This column represents the aggregate fair market value of the shares underlying the RSUs as of December 31, 2025, based on the closing price of our Class A common stock, as reported on the Nasdaq, of $6.39 per share on the last trading of fiscal year 2025, December 31, 2025. 3.The shares subject to the stock option are fully vested. 4.1/48 of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the stock option will vest immediately upon a qualifying termination pursuant to the Executive Severance Plan. 5.The RSUs vest in twelve equal quarterly installments commencing on December 1, 2023, in all cases subject to such named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the award will vest immediately upon a qualifying termination pursuant to the Executive Severance Plan. 6.The RSUs vest in twelve equal quarterly installments commencing on December 1, 2024, in all cases subject to such named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the award will vest immediately upon a qualifying termination pursuant to the Executive Severance Plan.