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TheRealReal Inc

For the period ended Dec 31, 2023. Filed Mar 1, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 1, 2024

REAL$14.65+13.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

Page
PART I
Item 1.Business5
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments30
Item 1C.Cybersecurity30
Item 2.Properties31
Item 3.Legal Proceedings31
Item 4.Mine Safety Disclosures32
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities33
Item 6.Reserved33
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34
Item 7A.Quantitative and Qualitative Disclosure About Market Risk49
Item 8.Financial Statements and Supplementary Data49
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure49
Item 9A.Controls and Procedures49
Item 9B.Other Information50
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.50
PART III
Item 10.Directors, Executive Officers and Corporate Governance51
Item 11.Executive Compensation51
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters51
Item 13.Certain Relationships and Related Transactions, and Director Independence51
Item 14.Principal Accounting Fees and Services51
PART IV
Item 15.Exhibits, Financial Statement Schedules52

Unless the context suggests otherwise, references in this Annual Report on Form 10-K (the “Annual Report”) to “The RealReal,” the “Company,” “we,” “us” and “our” refer to The RealReal, Inc.

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations, long term operating expenses, the opening of additional retail stores in the future, the development of our automation technology, expectations for capital requirements and the use of proceeds from our initial public offering, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” included under Part I, Item 1A below and elsewhere in this Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, and our ability to achieve and maintain future profitability, in particular with respect to the impacts of macroeconomic uncertainty and geopolitical instability;

our ability to return to historic levels of revenue growth and to effectively expand our operations;

our ability to achieve anticipated savings in connection with our reduction in workforce and associated real estate reduction plan;

our ability to successfully implement our growth strategies;

our strategies, plans, objectives and goals;

the market demand for authenticated, pre-owned luxury goods and new and pre-owned luxury goods in general and the online market for luxury goods;

our ability to compete with existing and new competitors in existing and new markets and offerings;

our ability to attract and retain consignors and buyers;

our ability to increase the supply of luxury goods offered through our online marketplace;

our ability to timely and effectively scale our operations;

our ability to enter international markets;

the accuracy and reliability of our authentication process;

our ability to optimize, operate and manage our authentication centers;

our ability to develop and protect our brand;

our ability to comply with laws and regulations;

our expectations regarding outstanding litigation;

the reliable performance of our network infrastructure and content delivery process;

our ability to detect and prevent data security breaches and fraud;

our expectations and management of future growth;

our expectations concerning relationships with third parties;

economic and industry trends, projected growth or trend analysis;

seasonal sales fluctuations;

our ability to add capacity, capabilities and automation to our operations; and

our ability to attract and retain key personnel.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report on Form 10-K and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Annual Report on Form 10-K, whether as a result of any new information, future events or otherwise.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.