NASDAQ: REAL

TheRealReal, Inc.

CIK 0001573221 · SIC 5900 · Retail Stores NEC

Mid Revenue $693M Assets $378M as of Sep 6, 2026

The RealReal is the world’s largest online marketplace for authenticated, resale luxury goods. We are revolutionizing luxury resale by providing an end-to-end service that unlocks supply and creates a trusted, curated online marketplace for buyers globally. Since our inception, we have cultivated a… About this business →

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10-Q Filed Aug 6, 2026 · Period ending Jun 30, 2026

TheRealReal Q2 revenue +17% to $192.6M; net loss widens 71% on non-operating costs

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8-K Filed Aug 6, 2026 · Period ending Aug 6, 2026

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8-K Filed Jun 12, 2026 · Period ending Jun 10, 2026

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10-Q Filed May 7, 2026 · Period ending Mar 31, 2026

TheRealReal Q1 revenue up 19% to $189.7M; Chanel mediation fails, case heads to trial

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8-K Filed May 7, 2026 · Period ending May 7, 2026

TheRealReal reports Q1 2026 financial results

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8-K Filed Mar 9, 2026 · Period ending Mar 6, 2026

Summary not yet generated.

10-K Filed Feb 26, 2026 · Period ending Dec 31, 2025

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10-Q Filed Nov 10, 2025 · Period ending Sep 30, 2025

Summary not yet generated.

10-Q Filed Aug 7, 2025 · Period ending Jun 30, 2025

Summary not yet generated.

10-Q Filed May 8, 2025 · Period ending Mar 31, 2025

Summary not yet generated.

10-K Filed Feb 21, 2025 · Period ending Dec 31, 2024

Summary not yet generated.

Latest financial statements

From 10-Q filed Aug 6, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Condensed Statements of Operations (Unaudited)

(In thousands, except share and per share data)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenue:
Consignment revenue 148,216 128,620 294,109 252,434
Direct revenue 25,787 20,495 51,595 40,949
Shipping services revenue 18,568 16,073 36,582 31,838
Total revenue 192,571 165,188 382,286 325,221
Cost of revenue:
Cost of consignment revenue 16,075 13,761 31,522 26,715
Cost of direct revenue 20,407 17,185 40,691 32,420
Cost of shipping services revenue 12,887 11,566 25,537 23,387
Total cost of revenue 49,369 42,512 97,750 82,522
Gross profit 143,202 122,676 284,536 242,699
Operating expenses:
Marketing 18,382 15,548 36,939 31,403
Operations and technology 74,706 68,986 147,425 135,964
Selling, general and administrative 52,397 48,027 104,729 97,988
Total operating expenses 145,485 132,561 289,093 265,355
Loss from operations (2,283) (9,885) (4,557) (22,656)
Change in fair value of warrant liability (18,583) 4,537 28,752 47,040
Gain on extinguishment of debt 37,101
Interest income 902 1,109 1,903 2,483
Interest expense (7,322) (7,038) (14,543) (13,358)
Other income, net 154 357 608
Income (loss) before provision for income taxes (27,132) (11,277) 11,912 51,218
Provision for income taxes 101 89 209 184
Net income (loss) attributable to common stockholders (27,233) (11,366) 11,703 51,034
Net income (loss) per share attributable to common stockholders, basic (0.23) (0.10) 0.10 0.45
Net income (loss) per share attributable to common stockholders, diluted (0.23) (0.13) (0.13) (0.27)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, basic 121,023,931 114,044,057 120,277,907 113,046,607
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, diluted 121,023,931 119,484,716 126,390,826 120,178,570

Condensed Balance Sheets (Unaudited)

(In thousands, except share and per share data)

Description June 30, 2026 December 31, 2025
Assets
Current assets
Cash and cash equivalents 119,132 151,231
Accounts receivable, net 20,073 23,822
Inventory, net 35,431 30,843
Prepaid expenses and other current assets 18,682 21,595
Total current assets 193,318 227,491
Property and equipment, net 100,558 96,148
Operating lease right-of-use assets 63,240 64,641
Restricted cash 14,777 14,808
Other assets 6,394 5,945
Total assets 378,287 409,033
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable 15,049 14,565
Accrued consignor payable 95,062 111,497
Operating lease liabilities, current portion 23,095 24,645
Other accrued and current liabilities 100,274 113,533
Total current liabilities 233,480 264,240
Operating lease liabilities, net of current portion 64,404 66,793
Convertible Senior Notes, net 231,516 230,833
Non-convertible notes, net 144,293 140,980
Warrant liability 74,688 114,353
Other noncurrent liabilities 7,636 7,352
Total liabilities 756,017 824,551
Commitments and contingencies (Note 11)
Stockholders’ deficit:
Common stock, $0.00001 par value; 500,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 121,666,258 and 118,318,917 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 1 1
Additional paid-in capital 906,192 880,107
Accumulated deficit (1,283,923) (1,295,626)
Total stockholders’ deficit (377,730) (415,518)
Total liabilities and stockholders’ deficit 378,287 409,033

Condensed Statements of Cash Flows (Unaudited)

(In thousands)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
Cash flow from operating activities:
Net income 11,703 51,034
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization 15,917 16,631
Stock-based compensation expense 13,848 15,567
Reduction of operating lease right-of-use assets 8,562 7,943
Bad debt expense 1,342 1,214
Non-cash interest expense 3,227 5,483
Accretion of debt discounts and issuance costs 940 1,060
Provision for inventory write-downs and shrinkage 1,810 1,485
Gain on debt extinguishment (37,101)
Change in fair value of warrant liability (28,752) (47,040)
Gain related to warehouse fire, net (353)
Other adjustments 78 (36)
Changes in operating assets and liabilities:
Accounts receivable, net 2,407 (10,020)
Inventory, net (6,398) (6,678)
Prepaid expenses and other current assets 2,913 6,595
Other assets (479) (501)
Operating lease liability (11,100) (10,876)
Accounts payable (266) 2,357
Accrued consignor payable (16,435) (13,709)
Other accrued and current liabilities (14,538) (14,743)
Other noncurrent liabilities 213 (152)
Net cash used in operating activities (15,008) (31,840)
Cash flow from investing activities:
Insurance proceeds related to warehouse fire 2,309
Capitalized proprietary software development costs (6,837) (6,483)
Purchases of property and equipment (11,502) (12,518)
Net cash used in investing activities (18,339) (16,692)
Cash flow from financing activities:
Proceeds from exercise of stock options 308 114
Taxes paid related to restricted stock vesting (109) (83)
Proceeds from issuance of stock in connection with the Employee Stock Purchase Program 1,018 838
Repayment of 2025 Notes (26,749)
Cash received from settlement of Capped Calls in conjunction with the February 2025 Note Exchange 1,499
Issuance costs paid related to the February 2025 Note Exchange (5,006)
Net cash provided by (used in) financing activities 1,217 (29,387)
Net decrease in cash, cash equivalents and restricted cash (32,130) (77,919)
Cash, cash equivalents and restricted cash
Beginning of period 166,039 187,123
End of period 133,909 109,204

Amounts as printed on the EDGAR/iXBRL face — (In thousands, except share and per share data); (In thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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About TheRealReal, Inc.

Source: Item 1 (Business) from the 10-K filed February 26, 2026. Description as filed by the company with the SEC.

Item 1. Business.

Overview

The RealReal is the world’s largest online marketplace for authenticated, resale luxury goods. We are revolutionizing luxury resale by providing an end-to-end service that unlocks supply and creates a trusted, curated online marketplace for buyers globally. Since our inception, we have cultivated a loyal and engaged consignor and buyer base through continuous investment in our technology platform, logistics infrastructure, brand and people.

We offer a wide selection of authenticated, primarily pre-owned luxury goods on our online marketplace bearing the brands of thousands of luxury and premium designers. The top-selling luxury designers on our online marketplace include Cartier, Chanel, Christian Dior, Gucci, Hermès, Louis Vuitton, Prada, Rolex, Saint Laurent, Tiffany & Co., Van Cleef & Arpels and Bvlgari. We offer products across multiple categories including women’s fashion, men’s fashion, jewelry and watches. We have built a vibrant online marketplace that we believe expands the overall luxury market, promotes the recirculation of luxury goods and contributes to a more sustainable world.

The Company executes against three strategic pillars that amplify one another to drive sustainable, profitable growth. The three components are: unlocking supply through our growth playbook, driving operational efficiency aided by technology, automation, and proprietary data and obsessing over service for buyers and consignors.

A strong network effect drives the growth of our online marketplace. As we bring more consignors onto our platform, we unlock more high-quality, luxury supply, which increases our merchandise assortment and attracts more buyers. This, in turn, increases sales velocity and commissions for our consignors. In addition, a meaningful share of our consignors are buyers and vice versa, which creates a differentiated flywheel that enhances the network effect of our online marketplace.

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We operate neighborhood retail stores which are typically 1,800 to 3,500 square feet with items for sale reflecting a selection of the Company's online assortment. These smaller footprint neighborhood stores are located in areas we have identified as having a large amount of potential customers. These stores attract new customers and provide an in person consignment experience for our consignors. In addition, we operate several larger footprint flagship stores in San Francisco, California, Los Angeles, California and New York, New York. Our flagship stores are typically 8,000 to 10,000

square feet with thousands of unique items for sale and are located in highly desirable, densely populated locations with strong foot traffic.

Our Market

The existing luxury resale market is fragmented, difficult to access and laden with counterfeit goods. Primarily due to these challenges, a vast quantity of consignable luxury goods languishes in homes, and buyers can be hesitant to purchase pre-owned luxury goods. We are transforming the luxury resale experience by addressing these challenges.

• We provide a seamless consignment experience enabled by our proprietary technology platform and data. Our sales team, enabled by our proprietary technology and data analytics, provides world-class service, making consignment easy, convenient, reliable and fast. As a result, we unlock luxury supply from first-time consignors, convert consignors who typically consign at local brick-and-mortar shops to our online marketplace and drive high repeat consignment rates. We leverage data from millions of transactions and current market data to optimize pricing and sales velocity for our consignors.

• We offer buyers a vast, yet curated supply of primarily pre-owned luxury goods and instill trust in the buying process. All consigned items are put through our authentication process and thoroughly inspected for quality and condition, which builds trust in our buyer base. This trust drives repeat purchases from our buyer base and instills confidence in first-time buyers to purchase pre-owned luxury goods.

• We also operate stores. Our retail stores are valuable to us in multiple ways as they help us reach higher value consignors and buyers, increase lifetime value, increase average order value, and lower return rates. We also benefit from increased brand awareness that accelerates overall market growth.

Our Competition

We compete with vendors of new and pre-owned luxury goods, including branded luxury goods stores, department stores, traditional brick-and-mortar consignment stores, pawn shops, auction houses, specialty retailers, discount chains, independent retail stores, the online offerings of traditional retail competitors, resale players focused on niche or single categories, as well as technology-enabled marketplaces that may offer the same or similar luxury goods and services that we offer. As the market evolves, new competitors may emerge, including traditional retail competitors who expand their offerings to include resale. We are able to compete for consignors based on our strong market positioning, diverse category and brand offerings, rich data and technology, and advanced authentication capabilities and expertise. Our full service, multi-channel approach provides consignors with convenient consignment options. For more information regarding risks of competitive factors impacting our business, see the information in “Item 1A: Risk Factors”.

Our Consignors

By making consignment easy, convenient, reliable and fast for our consignors, we aim to unlock a vast quantity of desirable, high-quality, primarily pre-owned luxury goods. Our sales professionals remove friction from the consignment process and build lasting relationships with our consignors. In 2025, over 80% of our gross merchandise value ("GMV") came from repeat consignors. Our unique service model incentivizes consumers to consign by making the process easy.

Our sales and service organization is responsible for obtaining exclusive supply for our online marketplace and retail stores. Our sales professionals generate a robust pipeline of new consignors and build lasting relationships, which cannot be easily replicated. They consult on the consignment process and leverage data to advise consignors on pricing, expected selling time and market trends.

• We deliver an end-to-end service experience. We remove friction from the consignment process by providing multiple consignment methods. We offer concierge at-home consultation and pickup, and virtual consultations with consignors. Consignors may also drop off items at our luxury consignment offices. Our retail stores provide an alternative location to drop off consigned items and an opportunity to interact with our authentication experts. Consignors may also utilize our complimentary shipping service to send items directly to our authentication centers.

• We do the work on behalf of consignors. All consigned items are authenticated, written up photographed, priced, sold and fulfilled on behalf of the individual consignor, making the consignment process seamless. Improvements in our automation of authentication, pricing, copywriting and photo retouching have improved the efficiency of our operations.

• We generate high commissions for consignors. Our scale and broad reach combined with our technology-driven online marketplace and proprietary data enable consignors to realize optimal value for

their pre-owned luxury goods. Our consignors can earn up to 90% of the proceeds from the sale of their consigned items in commissions and achieved an overall commission rate of approximately 62% in 2025.

• We offer a range of payment options for consignors and businesses. Our consignors are generally paid after an item has sold, however, we also offer trade-in terms and “Get Paid Now” options to both businesses we purchase items directly from and individuals who consign their items with us. “Get Paid Now” is a program whereby select items are evaluated, authenticated and priced and the business or consignor receives payment based on this process in advance of the sale of the item.

• We drive rapid monetization. Our online marketplace efficiently matches supply with demand finding optimal balance between sales velocity and consignor earnings. We sell approximately 50% of the products on our online marketplace within 30 days of being listed for sale. In addition, we measure the ratio of demand versus supply in a given period, which we refer to as our online marketplace sell-through ratio. Sell-through ratio is defined as GMV in the measurement period divided by the aggregate initial value of items added to our online marketplace in that period. Our online marketplace sell-through ratio in 2025 was over 80%.

Our Buyers

We make it easy for buyers to shop our vast, yet curated selection of authenticated, primarily pre-owned luxury goods. In 2025, we had over 1 million active buyers and over 80% of our GMV came from repeat buyers. As we continue to unlock exclusive luxury supply, we aim to attract new buyers and drive repeat purchases from our existing buyers.

•We offer a seamless buying experience. Buyers access our omni-channel online marketplace through our website, mobile app and retail stores, enabling them to purchase anytime, anywhere. Our retail stores also offer our buyers a sophisticated shopping experience, in a beautifully designed space, where they can shop our dynamic curation of authenticated pre-owned luxury goods across all of our categories.

•We build trust through our authentication process. We continue to invest and innovate in authentication, both in our people and our technology. We believe we have the most rigorous authentication process in the resale luxury goods marketplace. We have highly trained gemologists, horologists, and brand experts who collectively inspect thousands of items each day. All items pass through a rigorous brand-specific authentication process before they are accepted for consignment. This process includes, among other things, inspecting the item for attributes such as appropriate brand markings, date codes, serial tags and hologram stickers. We use proprietary artificial intelligence ("AI") to assist in identifying and authenticating multiple categories. For instance, we use AI and microphotography to assist in authenticating high-end handbags. Our gemologists and horologists inspect and authenticate fine jewelry and watches, and each piece we sell comes with an authentication certificate. We utilize state-of-the-art gemological devices, including proprietary gemstone technology, to assist these experts. Additionally, across all of our categories, our experts leverage proprietary item and consignor risk scoring algorithms to assist in authentication. For inventory sold through our drop-ship consignment service that does not pass through our authentication centers, our authentication process includes diligence of our partners and procedures for establishing provenance, as well as quality checks and audits. We have a zero-tolerance policy when it comes to counterfeit goods. Items that are deemed to be counterfeit are removed from our authentication centers.

•We provide access to unique, highly coveted and exclusive products. We provide buyers with access to a vast, yet curated selection of unique, authenticated, pre-owned luxury goods. In 2025, we sold goods bearing the brands of thousands of luxury and premium designers, including highly coveted items such as rare watches and handbags.

•We provide a gateway to luxury brands. We believe we are expanding the overall market for both new and pre-owned luxury goods, as the ability to experience and engage with luxury brands through our online marketplace results in an earlier appreciation for high-quality, well-crafted items, and inspires consumers to purchase new luxury items.

Our Technology

Technology powers all aspects of our business, including our complex, individual stock keeping unit (“single-SKU”) inventory management system. Our supply comes from thousands of individual consignors and businesses across the United States. Given the complexity of our inventory model, we developed AI enabled, specialized, proprietary

applications to optimize inbound processes. We increasingly use AI in our technology platform to automate item attribution, authentication, pricing, copywriting and photo retouching for goods sold through our online marketplace.

Our powerful AI and data analytics capabilities enable us to improve both consignor and buyer experiences. Our online marketplace generates and aggregates hundreds of millions of unique data points, including data from over 50 million item sales since our inception. Each consigned item also has up to 50 unique attributes. Informed by this data, we have developed proprietary machine learning technology and business processes to optimize our operations, including supply sourcing, merchandising, authentication, pricing and marketing.

Intellectual Property

Our intellectual property, including copyrights and trademarks, is an important component of our business. We rely on trademark, copyright, trade secrets, patents, patent applications, confidentiality agreements and other practices to protect our brands, proprietary information, technologies and processes. We rely on copyright, patent, and trade secret laws to protect our proprietary technologies and processes, including the algorithms we use throughout our business. Our principal trademark assets include the registered trademark “The RealReal” and our logos and taglines. Our trademarks are valuable assets that support our brand and consumers’ perception of our services and merchandise. We also hold the rights to the “therealreal.com” Internet domain name and various related domain names, which are subject to Internet regulatory bodies and trademark and other related laws of each applicable jurisdiction. We continually review our development efforts to assess the existence and patentability of new intellectual property and pursue patent protection to the extent we believe it is beneficial and cost-effective.

We control access to and use of our intellectual property through confidentiality procedures, non-disclosure agreements with third parties and our employment and contractor agreements. We rely on contractual provisions to protect our proprietary technology, brands and creative assets with consignors and buyers.

Seasonality

Historically, we have observed trends in seasonality of supply and demand in our business. Specifically, our supply increases in the third and fourth quarters, and our demand increases in the fourth quarter. As a result of this seasonality, we typically see stronger average order value (“AOV”), and more rapid sell-through in the fourth quarter.

Environmental, Social and Governance

Our stakeholders are essential to our business—shareholders, consignors, buyers, employees and the communities in which we do business. We aspire to operate our business with positive social and environmental impact.

Our board of directors and its committees provide oversight on certain human capital matters. As noted in its charter, our Compensation, Diversity and Inclusion Committee is responsible for reviewing and recommending to our board of directors compensation plans, policies and programs intended to attract, retain and appropriately reward employees, as well as provide oversight of the Company’s policies, programs, and initiatives focusing on leadership and our workforce. Our Corporate Governance and Nominating Committee provides oversight of the Company’s policies, programs and initiatives focusing on social responsibility, including environmental, sustainability, social and human rights matters. Our Audit Committee works closely with our management to discuss current and emerging risks related to our workforce and what steps management is taking to manage and reduce the Company’s exposure to risk. The actions of these committees and the work of our board of directors and management seek to attract, retain and develop a diverse and inclusive workforce that is motivated to achieve the Company’s business objectives.

Our Sustainability Program

We are committed to extending the lifecycle of luxury goods by promoting their recirculation, rather than creating waste. In this way, sustainability is woven into the fabric of our business, and we hope to create a more sustainable future for fashion. Additionally, we believe a growing awareness of the reduced environmental impact of recirculating luxury goods compared to the production of new products significantly contributes to the appeal of consigning and purchasing on our online marketplace.

As we move forward, we strive to continuously review our sustainability commitments, strategies and priorities. Recent sustainability efforts include:

• Fair and As-is Condition Programs. These programs have enabled us to offer more secondhand, luxury items and have the effect of increasing the total number of consigned items in the circular economy. To

aid buyers in assessing the condition of items in our online marketplace, we assign each item a condition level. In the first quarter of 2022, we began accepting items in “fair” condition, which tend to be listed at more accessible price points given their level of wear. In 2023, with demand for items in fair condition remaining strong, we began accepting items in “as-is” condition. Items in “as-is” condition might show extensive signs of wear and may require repair. Even if an item requires repair, it is still likely to displace the purchase of a brand-new item and avoid unnecessary waste.

• Sustainability Task Force. In 2020, we formed a cross-functional Sustainability Task Force to identify projects throughout the organization that have the potential to reduce our environmental impact. The Sustainability Task Force prioritizes high impact projects and aims to embed a focus on sustainability across the organization. The Sustainability Task Force, through several individual working groups, has concentrated its efforts on specific, meaningful topics, including preferred materials, transportation optimization, employee travel, employee experience, reducing energy expenditures, limiting use of packaging materials, and waste. In 2025, the Sustainability Task Force continued to focus on projects related to packaging, employee engagement, and energy efficiency at our authentication centers.

Human Capital Resources

Our employees are guided by our mission to empower consignors and buyers to extend the life cycle of luxury goods. As of December 31, 2025, we had 3,140 full-time equivalent employees. Additionally, we rely on independent contractors and temporary personnel to supplement our workforce, primarily in our authentication centers. None of our employees is represented by a labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be positive. We conduct annual employee engagement surveys to better understand employees’ sentiment across a range of topics.

Talent Development and Training

We believe that the training and development of our employees is critical to our long-term success. We offer a variety of employee training programs, including training specific to business functions, enabling us to provide our consignors and buyers with a consistent luxury experience. Our authentication teams receive training based on expertise level. Each employee receives training appropriate to the scope and nature of their role. As a part of our onboarding program, we have developed an engagement monitoring plan for our employees in the form of personal check-ins and questionnaires.

Health, Safety and Wellness

We are committed to ensuring the health and safety of all employees and require compliance with all applicable local laws and regulations governing working conditions, working hours, fair wages, and compensation.

We recognize that in addition to minimizing work-related injuries and illness, a safe and healthy work environment supports employee retention and morale and enhances the quality of products and services. We treat applicable health and safety regulations as a minimum standard as we are committed to high standards for our working environments that protect the well-being of all employees. We encourage consultation and cooperation between management and employees in developing occupational health and safety mechanisms through ongoing dialogue. We expect senior management to integrate health and safety mechanisms in business activities and monitor the program’s effectiveness.

We continued to focus on employees’ overall well-being in 2025 through a range of programs that support access to care, along with resources and tools to address the following pillars of wellness: physical, mental/emotional, financial, and community.

Corporate Information

We were incorporated in the state of Delaware in March 2011. Our principal executive offices are located at 55 Francisco Street, Suite 400, San Francisco, California 94133, and our telephone number is (855) 435-5893. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports (and amendments and exhibits thereto) filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the Securities and Exchange Commission (“SEC”), as well as proxy statements filed by us, free of charge on our website at www.therealreal.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not incorporated by reference into this or any other report we file with, or furnish to, the SEC, and you should not consider information on our website to be part of

this or any other report we file with, or furnish to, the SEC. Such periodic reports, proxy statements and other information are also available at the SEC’s website at http://www.sec.gov.

The RealReal and other trademarks or service marks of The RealReal, Inc. appearing in this Annual Report are the property of The RealReal, Inc. This Annual Report contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this Annual Report are without the ® and ™ symbols, but such references are not intended to indicate that we will not assert our rights in these trademarks, service marks and trade names.