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TheRealReal, Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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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.

FY2025 · Filed Feb 26, 2026

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

Item 16. Form 10-K Summary

None.

Exhibit Index

Incorporated by Reference
ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · FiledHerewith
3.1Form of Amended and Restated Certificate of Incorporation of The RealReal, Inc., as currently in effect.S-1333-2318913.2June 17, 2019
3.2Form of Amended and Restated Bylaws of The RealReal, Inc. as currently in effect.S-1333-2318913.4June 6, 2019
4.1Form of Common Stock Certificate.S-1333-2318914.1June 17, 2019
4.2Seventh Amended and Restated Investor Rights Agreement, dated March 22, 2019 among The RealReal, Inc. and certain holders of its capital stock.S-1333-2318914.7May 31, 2019
4.3Description of Securities.10-Q001-389534.2August 7, 2020
4.4Indenture dated March 8, 2021, between The RealReal, Inc. and U.S. Bank National Association as Trustee, including form of 1.00% Convertible Senior Note due 2028.8-K001-389534.1March 8, 2021
4.5Form of 1.00% Convertible Senior Note due 2028 (included in Exhibit 4.1).8-K001-389534.1March 8, 2021
4.6Indenture, dated as of February 10, 2025, by and between The RealReal, Inc. and U.S. Bank8-K001-389534.1February 10, 2025
4.7Form of 4.00% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.1)8-K001-389534.2February 10, 2025
10.1+The RealReal, Inc. 2011 Equity Incentive Plan and related form agreements.S-1333-23189110.1May 31, 2019
10.2#Loan and Security Agreement dated as of September 19, 2013 by and between The RealReal, Inc. and Square 1 Bank.S-1333-23189110.3May 31, 2019
10.3#First Amendment to Loan and Security Agreement dated as of March 13, 2014 by and between The RealReal, Inc. and Square 1 Bank.S-1333-23189110.4May 31, 2019
10.4#Second Amendment to Loan and Security Agreement dated as of August 5, 2014 by and between The RealReal, Inc. and Square 1 Bank.S-1333-23189110.5May 31, 2019
10.5#Third Amendment to Loan and Security Agreement dated as of September 25, 2014 by and between The RealReal, Inc. and Square 1 Bank.S-1333-23189110.6May 31, 2019
10.6#Fourth Amendment to Loan and Security Agreement dated as of December 28, 2015 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.7May 31, 2019
Incorporated by Reference
ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · FiledHerewith
10.7#Fifth Amendment to Loan and Security Agreement dated as of July 18, 2016 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.8May 31, 2019
10.8#Sixth Amendment to Loan and Security Agreement dated as of September 16, 2016 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.9May 31, 2019
10.9#Seventh Amendment to Loan and Security Agreement dated as of March 28, 2017 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.10May 31, 2019
10.10#Eighth Amendment to Loan and Security Agreement dated as of July 27, 2017 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.11May 31, 2019
10.11#Ninth Amendment to Loan and Security Agreement dated as of March 5, 2018 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.12May 31, 2019
10.12#Tenth Amendment to Loan and Security Agreement dated as of July 25, 2018 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.13May 31, 2019
10.13#Eleventh Amendment to Loan and Security Agreement dated as of August 9, 2018 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.14May 31, 2019
10.14#Twelfth Amendment to Loan and Security Agreement dated as of December 19, 2018 by and between The RealReal, Inc. and Pacific Western Bank.S-1333-23189110.15May 31, 2019
10.15#Lease Agreement dated as of March 18, 2014 by and between The RealReal, Inc. and 35 Enterprise Avenue, L.L.C.S-1333-23189110.16May 31, 2019
10.16#Lease Modification Agreement dated as of March 8, 2018 by and between The RealReal, Inc. and 35 Enterprise Avenue, L.L.C.S-1333-23189110.17May 31, 2019
10.17#Lease Agreement dated as of June 5, 2018 by and between The RealReal, Inc. and Hartz Enterprise LLC.S-1333-23189110.19May 31, 2019
10.18#Lease Agreement dated as of September 14, 2018 by and between The RealReal, Inc. and Prologis Perth Amboy Associates, LLC.S-1333-23189110.20May 31, 2019
10.19+The RealReal, Inc. 2019 Equity Incentive Plan.S-1333-23189110.21June 17, 2019
Incorporated by Reference
ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · FiledHerewith
10.20+The RealReal, Inc. Employee Stock Purchase Plan.S-1333-23189110.22June 17, 2019
10.21+The RealReal, Inc. 2019 Equity Incentive Plan Stock Option Agreement and related form agreements.10-Q001-3895310.1August 14, 2019
10.22+The RealReal, Inc. Employee Stock Purchase Plan, as amended and restated on February 19, 2020.10-K001-3895310.25March 11, 2020
10.23+The RealReal, Inc. 2019 Equity Incentive Plan for Non-Employee Director Deferred Restricted Stock Unit Award Agreement and Deferral Election Form10-Q011-3895310.1November 7, 2023
10.24Form of Base Capped Call Confirmation, dated June 10, 2020 between The RealReal, Inc. and each of the Counterparties.8-K001-3895310.1June 16, 2020
10.25Form of Additional Capped Call Confirmation, dated June 18, 2020 between The RealReal, Inc. and each of the Capped Call Counterparties.8-K001-3895310.1June 23, 2020
10.26#Lease Agreement dated as of November 2, 2020 by and between The RealReal, Inc. and Liberty Property Limited Partnership.10-Q001-3895310.1November 10, 2020
10.27Form of Base Capped Call Confirmation, dated March 8, 2021 between The RealReal, Inc. and each of the Counterparties.8-K001-3895310.1March 8, 2021
10.28Form of Additional Capped Call Confirmation, dated March 12, 2021 between The RealReal, Inc. and each of the Capped Call Counterparties.8-K001-3895310.1March 16, 2021
10.29+Form of Severance and Change in Control Agreement approved by the Company’s board of directors on May 5, 2021.10-Q001-3895310.1May 10, 2021
10.30+The RealReal, Inc. 2019 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement10-K001-3895310.34February 28, 2022
10.31+The RealReal, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Award10-Q001-3895310.1August 9, 2022
10.32+Form of Indemnification Agreement entered into by and between The RealReal, Inc. and its directors and executive officers.10-K001-3895310.35February 28, 2023
10.33+Form of Stand-Alone Restricted Stock Unit Award Agreement, by and between the Company and Luke Friang.S-8333-27028199.3March 3, 2023
Incorporated by Reference
ExhibitNumberDescriptionFormFile No.ExhibitFiling DateFiledHerewith
10.34+Offer Letter by and between The RealReal, Inc. and Ajay Gopal dated February 19, 2024.8-K001-3895310.1February 21, 2024
10.35*Form of Exchange Agreement by and between The RealReal Inc. and the Noteholder, as defined therein, dated February 29, 2024.10-K001-3895310.41March 1, 2024
10.36Indenture by and between The RealReal, Inc., the Guarantors party thereto and Glas Trust Company LLC dated February 29, 2024.10-K001-3895310.42March 1, 2024
10.37Warrant Agency Agreement by and between The RealReal, Inc., Computershare, In., and Computershare Trust Company, N.A. dated February 29, 2024.10-K001-3895310.43March 1, 2024
10.38Security Agreement among The RealReal, Inc., the Pledgors and GLAS Trust Company LLC, as Notes Collateral Agent,10-Q001-3895310.5May 7, 2024
10.39+Letter re: Promotion to President and Chief Executive Officer, dated October 28, 2024, by and between The RealReal, Inc. and Rati Sahi Levesque.10-Q001-3895310.1November 4, 2024
10.40+Amended and Restated Severance and Change-in-Control Agreement, dated October 28, 2024, by and between The RealReal, Inc. and Rati Sahi Levesque.10-Q001-3895310.2November 4, 2024
10.41+Separation Agreement, dated October 28, 2024, by and between The RealReal, Inc. and John E. Koryl.10-Q001-3895310.3November 4, 2024
10.42+Form of Severance and Change in Control Agreement approved by the Company’s board of directors on October 29, 2024.10-Q001-3895310.4November 4, 2024
10.43*Exchange Agreement, dated as of February 10, 2025, by and among The RealReal, Inc. and the Noteholder Parties8-K001-3895310.1February 10, 2025
10.44+Separation Agreement, dated August 4, 2025, by and between The RealReal, Inc. and Chatelle Lynch.10-Q001-3895310.1August 7, 2025
10.45*Form of Exchange Agreement, dated as of August 20, 2025, by and among The RealReal, Inc. and the Noteholder Parties.8-K001-3895310.1August 21, 2025
19The RealReal, Inc. Insider Trading Policy.10-K001-3895319February 21, 2025
23.1Consent of KPMG LLP, Independent Registered Public Accounting FirmX
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
Incorporated by Reference
ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · FiledHerewith
31.2 · Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X
32.1 · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X
32.2 · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X
97The RealReal, Inc. Clawback Policy.10-K001-38953March 1, 2024
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, and 101.PRE).
  • Indicates management contract or compensatory plan.

Certain information contained in this agreement has been omitted because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

  • Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

The RealReal, Inc.
Date: February 26, 2026By:/s/ Ajay Madan Gopal
Ajay Madan Gopal
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

NameTitleDate
/s/ Rati Sahi LevesqueChief Executive Officer and DirectorFebruary 26, 2026
Rati Sahi Levesque(Principal Executive Officer)
/s/ Ajay Madan GopalChief Financial OfficerFebruary 26, 2026
Ajay Madan Gopal(Principal Financial Officer)
/s/ Steve LoSenior Vice President, Chief Accounting OfficerFebruary 26, 2026
Steve Lo(Principal Accounting Officer)
/s/ Caretha ColemanDirectorFebruary 26, 2026
Caretha Coleman
/s/ Karen KatzDirectorFebruary 26, 2026
Karen Katz
/s/ Rob KrolikDirectorFebruary 26, 2026
Rob Krolik
/s/ Niki LeondakisDirectorFebruary 26, 2026
Niki Leondakis
/s/ James MillerDirectorFebruary 26, 2026
James Miller
/s/ Mark McCaffreyDirectorFebruary 26, 2026
Mark McCaffrey

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm62
Balance Sheets as of December 31, 2025 and 202465
Statements of Operations for the Years ended December 31, 2025, 2024 and 202366
Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2025, 2024 and 202367
Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 202368
Notes to Financial Statements70
ContentsView on SEC.gov

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