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TheRealReal appoints Shar Dubey to its board

Dubey’s director package includes a $35,000 annual cash retainer and a $165,000 restricted-stock-unit award subject to continued service.

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Form Type
8-K

Rhea-AI Filing Summary

TheRealReal, Inc. (symbol: REAL) is the issuer of record for a Form 8-K filing submitted to the SEC. The RealReal, Inc. appointed Sharmistha “Shar” Dubey as a Class II director on November 3, 2026, increasing the board from seven to eight members. Her term expires at the Company’s 2027 annual meeting of stockholders, with service continuing until a successor is duly elected and qualified. Dubey is Chair of Fortive’s board and a director of Naspers and Prosus; she previously served as Match Group’s CEO from March 2020 to May 2022.

As a non-employee director, Dubey is entitled to an annual $35,000 cash retainer, paid quarterly, and a $165,000 annual equity award in restricted stock units. The award vests on the earlier of the one-year anniversary of the grant or the day immediately before the next annual meeting after the grant, subject to continued service through vesting. Initial compensation is adjusted pro rata for the first partial year.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board size 8 directors, increased from 7 After Dubey’s appointment on November 3, 2026
Annual cash retainer $35,000 Non-employee director compensation; paid quarterly
Annual equity award $165,000 Restricted stock units for a non-employee director
Director term 2027 annual meeting Dubey’s term expires at the Company’s 2027 annual meeting of stockholders
Members More than 45 million members Company description
Items sold More than 50 million items Company description
Proprietary data 15 years Company description
Class II Director technical
"appointed Sharmistha Dubey to the Board as a Class II Director"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
restricted stock units financial
"annual equity award of $165,000 in restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
pro rata financial
"adjusted pro rata for the first partial year of service"
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.
Indemnification Agreement regulatory
"enter into its form of Indemnification Agreement with Ms. Dubey"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who did REAL appoint to its board?

The RealReal appointed Sharmistha “Shar” Dubey as a Class II director effective November 3, 2026. Her term expires at the 2027 annual meeting of stockholders, with service continuing until a successor is duly elected and qualified.

What compensation will REAL’s new director receive?

Dubey’s annual director compensation includes a $35,000 cash retainer, paid quarterly, and a $165,000 equity award in restricted stock units. The award vests on the earlier of one year after the grant or immediately before the next annual meeting after the grant, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001573221falseTheRealReal, Inc.00015732212026-06-102026-06-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2026
_______________________________________________________________________
The RealReal, Inc.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________________________________________
Delaware001-3895345-1234222
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

55 Francisco Street Suite 400
San Francisco, CA 94133
(Address of Principal Executive Offices) (Zip Code)
(855) 435-5893
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.00001 par value
REAL
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
On November 3, 2026, the Board of Directors (the “Board”) of The RealReal, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Sharmistha Dubey to the Board as a Class II Director, with her term expiring at the Company’s 2027 annual meeting of stockholders until her successor is duly elected and qualified.

Ms. Dubey has served as the Chair of the Board of Directors of Fortive Corporation (NYSE: FTV), a provider of essential technologies for industrial and healthcare settings, since January 2025 and as a member of its board since August 2020; an operating partner of Advent International LP, a global private equity firm, since 2022; and a director of Naspers Limited (JSE:NPN), a technology investment company, and Prosus N.V. (AMS:PRX), a global consumer internet group that is majority-owned by Naspers, since 2022. Ms. Dubey previously served as the Chief Executive Officer of Match Group, Inc. (NASDAQ:MTCH), a provider of global dating products, from March 2020 to May 2022, overseeing growth for the portfolio of brands, including Tinder, Match, Meetic, OkCupid, Hinge, Pairs, PlentyOfFish, and OurTime. Prior to this role, she had served in various other senior leadership positions at Match Group, Inc., including as Match Group’s President, Chief Operating Officer of Tinder, President of Match Group Americas, Chief Product Officer of Match and Princeton Review, and Chief Product Officer and EVP of The Princeton Review after joining Match Group in 2016. Ms. Dubey also served as a member of the Board of Directors at Match Group, Inc. from March 2019 to June 2026. She holds an undergraduate degree in Engineering from the Indian Institute of Technology and a master’s degree in Engineering from Ohio State University.

As a non-employee director, Ms. Dubey is entitled to receive compensation arrangements in accordance with the Company’s Director Compensation Program, which includes an annual cash retainer of $35,000, paid quarterly, and an annual equity award of $165,000 in restricted stock units under the Company’s 2019 Equity Incentive Plan, which will vest on the earlier of the one year anniversary of the grant of such equity award or the date immediately prior to the Company’s annual meeting of stockholders occurring after such date of grant, subject to continued service as a non-employee director through such vesting date. Initial cash retainers and equity awards are adjusted pro rata for the first partial year of service. In addition, the Company will enter into its form of Indemnification Agreement with Ms. Dubey, a copy of which has been filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 28, 2023.

There is no arrangement or understanding between Ms. Dubey and any other persons pursuant to which Ms. Dubey was appointed as a director. Furthermore, there are no transactions between Ms. Dubey and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01     Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release regarding the appointment of Ms. Dubey to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing..

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
Press Release dated November 5, 2026
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The RealReal, Inc.
Date: November 5, 2026
By:/s/ Todd Suko
Todd Suko
Chief Legal Officer and Secretary


99.1
The RealReal Appoints Shar Dubey to Board of Directors

Former Match Group CEO Brings Deep Expertise in Technology,
Digital Consumer Platforms and Scaling Global Businesses

SAN FRANCISCO, CA – November 5, 2026 – The RealReal (Nasdaq: REAL), the world’s largest online marketplace for authenticated resale luxury goods, today announced the appointment of Sharmistha “Shar” Dubey, former Chief Executive Officer of Match Group, to its Board of Directors, effective November 3, 2026.

“We are pleased to welcome Shar to The RealReal’s Board,” said Karen Katz, Chair of the Board. “She brings a thoughtful, strategic perspective and a strong commitment to governance that will further strengthen our Board as we guide the company through its next chapter.”

Dubey brings more than two decades of leadership experience in technology, product innovation and scaling global consumer businesses. As CEO of Match Group, she oversaw a portfolio of leading digital brands, including Tinder, Hinge, Match and OkCupid, and, before her time as CEO, held several senior leadership roles at the company, including President, Chief Operating Officer of Tinder, President of Match Group Americas and Chief Product Officer of Match and Princeton Review. Dubey currently serves as Chair of the Board of Directors of Fortive Corporation (NYSE:FTV) and as a director of Naspers Limited (JSE:NPN) and Prosus N.V. (AMS:PRX), which is majority owned by Naspers. Her extensive experience building consumer platforms and leading global organizations will support The RealReal as it continues to scale its technology-driven luxury resale marketplace.

“Shar is an exceptional leader with a proven track record of building and scaling some of the world's most recognized consumer technology platforms,” said Rati Sahi Levesque, President and CEO of The RealReal. “Her deep expertise in digital innovation, consumer engagement and global growth will be invaluable as we continue to strengthen our leadership in luxury resale, leverage AI to transform our business and pursue the significant opportunities ahead.”

“The RealReal has built a differentiated platform at the intersection of luxury, technology and the circular economy,” said Dubey. “I'm excited to join the Board at such an important stage in the company's evolution, and I look forward to working with Rati and the leadership team to help drive continued growth and long-term value.”

About The RealReal
The RealReal is the world's largest online marketplace for authenticated resale luxury goods. With more than 45 million members, The RealReal offers a full-service consignment experience, including virtual appointments, in-home pickup, drop-off and direct shipping. The company offers an extensive selection of authenticated luxury fashion, fine jewelry and watches, art and home goods. Powered by proprietary technology and AI, The RealReal is transforming how luxury goods are bought and sold. Backed by 15 years of proprietary data and more than 50 million items sold, The RealReal is redefining the luxury lifecycle.

Filing Exhibits & Attachments

4 documents

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