TheRealReal, Inc.
For the period ended Dec 31, 2025. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12
The RealReal, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
TO OUR STOCKHOLDERS:
We are pleased to invite you to attend the 2026 annual meeting of stockholders of The RealReal, Inc., a Delaware corporation, to be held on June 10, 2026 at 9:00 a.m. Pacific Time. The annual meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online.
The annual meeting can be accessed by visitingwww.virtualshareholdermeeting.com/real2026. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.
Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.
We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a notice instead of paper copies of this proxy statement and our 2025 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2025 Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our annual meeting.
Your vote is important. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible. You may vote by telephone or through the Internet by following the instructions on the notice you received or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions for each of the voting options described in this proxy statement, as well as in the notice you received in the mail.
Thank you for your ongoing support of and continued interest in The RealReal, Inc. We look forward to your participation at the annual meeting.
Sincerely,
/s/ Todd Suko
Todd Suko
Chief Legal Officer and Secretary
THE REALREAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2026
Notice is hereby given that the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of The RealReal, Inc., a Delaware corporation, will be held on June 10, 2026 at 9:00 a.m. Pacific Time. The annual meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online.
The annual meeting can be accessed by visitingwww.virtualshareholdermeeting.com/real2026 and entering the 16-digit control number included in your proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. There is no physical location for the annual meeting.
The purpose of the annual meeting will be the following:
the election of the three Class I directors named in the proxy statement;
the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
the approval, on an advisory basis, of the compensation of our named executive officers;
the approval of a management proposal to amend our Amended and Restated Certificate of Incorporation to phase in the declassification of our Board of Directors;
the approval of a management proposal to amend our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law;
the approval of a management proposal to amend our Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements; and
the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.
These items of business are more fully described in the proxy statement accompanying this notice.
Stockholders of record at the close of business on April 13, 2026, the record date, are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. We expect to commence mailing of a Notice of Internet Availability of Proxy Materials to our stockholders of record containing instructions on how to access the proxy materials on or about April 28, 2026.
YOUR VOTE IS IMPORTANT
You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares online during the annual meeting.
Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the annual meeting, regardless of whether you plan to attend the annual meeting.
You can find detailed information regarding voting in the section entitled“Questions and Answers” of the accompanying proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026.
The notice of the annual meeting, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.
By order of the board of directors,
/s/ Todd Suko
Todd Suko
Chief Legal Officer and Secretary
San Francisco, California
April 27, 2026
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| PROPOSAL ONE | 2 |
| General | 2 |
| Directors | 3 |
| Recommendation of Our Board | 5 |
| CORPORATE GOVERNANCE | 6 |
| Corporate Governance Highlights | 6 |
| Board Committees | 6 |
| Meetings of Our Board of Directors | 9 |
| Board Leadership Structure | 9 |
| Corporate Governance Guidelines | 10 |
| Stockholder Engagement | 10 |
| Stock Ownership by Directors and Executives | 10 |
| Oversight of Environmental, Social and Governance ("ESG") Initiatives | 11 |
| Oversight of Human Capital | 12 |
| Evaluations of Our Board, Committees and Directors | 12 |
| Code of Ethics and Business Conduct | 12 |
| Role of Our Board in Risk Oversight | 13 |
| Current Classified Board and Corporate Governance Roadmap | 15 |
| Director Independence | 16 |
| Information About Our Executive Officers | 17 |
| PROPOSAL TWO | 18 |
| Principal Accountant Fees and Services | 18 |
| Determination of Independence | 18 |
| Pre-Approval Policy | 19 |
| Recommendation of Our Board of Directors and Audit Committee | 19 |
| Report of the Audit Committee | 20 |
| PROPOSAL THREE | 21 |
| Recommendation of Our Board of Directors | 21 |
| COMPENSATION DISCUSSION AND ANALYSIS | 22 |
| Executive Summary | 22 |
| 2025 Financial and Business Highlights | 22 |
| Our Executive Compensation Philosophy | 23 |
| Elements of Our 2025 Compensation Program | 24 |
| 2025 Compensation Decisions | 25 |
| Our Compensation Process | 34 |
| Role of the Independent Compensation Consultant | 35 |
| Employment, Severance and Change in Control Agreements | 36 |
| Clawback Policy | 36 |
| Report of the Compensation, Diversity and Inclusion Committee | 37 |
| COMPENSATION TABLES | 38 |
| 2025 Summary Compensation Table | 38 |
| 2025 Grants of Plan-Based Awards | 39 |
| 2025 Outstanding Equity Awards at Fiscal Year End Table | 40 |
| 2025 Option Exercises and Stock Vested Table | 41 |
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| Potential Payments Upon Termination or Change in Control | 42 |
|---|---|
| CEO Pay Ratio | 45 |
| PAY VERSUS PERFORMANCE | 46 |
| DIRECTOR COMPENSATION | 49 |
| Director Compensation Highlights | 49 |
| Director Compensation Program | 49 |
| 2025 Director Compensation Table | 50 |
| No Hedging or Pledging | 51 |
| 2025-2026 Director Compensation | 52 |
| EQUITY COMPENSATION PLAN INFORMATION | 53 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 |
| Indemnification of Directors and Executive Officers | 54 |
| Policies and Procedures for Related Party Transactions | 54 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| PROPOSAL FOUR | 58 |
| PROPOSAL FIVE | 60 |
| QUESTIONS AND ANSWERS | 63 |
| How do I attend the Annual Meeting? | 63 |
| What proposals will be voted on at the Annual Meeting? | 63 |
| How does the Board recommend that stockholders vote on the proposals? | 63 |
| What happens if other business not discussed in this proxy statement comes before the Annual Meeting? | 64 |
| Why am I receiving these materials? | 64 |
| Who is entitled to vote? | 64 |
| How can I vote my shares? | 64 |
| What if I am not the stockholder of record? | 65 |
| Can I change my vote or revoke my proxy? | 65 |
| What is a broker non-vote? | 65 |
| What constitutes a quorum? | 65 |
| What vote is required to approve each matter to be considered at the Annual Meeting? | 66 |
| What is the deadline for submitting a proxy? | 66 |
| What does it mean if I receive more than one Internet Notice or proxy card? | 67 |
| How will my shares be voted if I return a blank proxy card or a blank voting instruction card? | 67 |
| Who is making this solicitation and who will pay the expenses? | 68 |
| Will a stockholder list be available for inspection? | 68 |
| What is “householding” and how does it affect me? | 68 |
| How can I find out the results of the voting at the Annual Meeting? | 68 |
| When are stockholder proposals due for next year’s annual meeting of the stockholders? | 68 |
| Whom can I contact for further information? | 68 |
| WHERE YOU CAN FIND MORE INFORMATION | 69 |
| OTHER MATTERS | 70 |
| ANNEX I | 71 |
| ANNEX II | 72 |
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