TheRealReal signs $150M term-loan agreement

Full redemption of the 2029 notes is a condition to the expected term-loan funding on or about October 19, 2026.

Rhea-AI Filing Summary

The RealReal, Inc. (REAL) entered a credit agreement for a $150 million senior secured term loan and a senior secured revolving facility with $25 million in aggregate commitments. The company expects to use term-loan proceeds, together with cash on hand, to redeem in full its 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 and pay related fees and expenses. Funding and revolver availability are subject to conditions, including redemption in full substantially concurrently; funding and redemption are expected on or about October 19, 2026.

Loans initially accrue interest at adjusted Term SOFR plus 5.75%, subject to adjustment based on the first lien net leverage ratio. The term loan amortizes in equal quarterly installments of 0.25% of initial principal, beginning the last business day of the first full fiscal quarter after funding.

Quarterly covenants require a first lien gross leverage ratio of 4:75 to 1.00 through the quarter ending December 31, 2028, then 4:25 to 1.00 thereafter, and at least $25 million in liquidity. The facilities mature seven years after the Funding Date, except that they mature 91 days before the stated maturity of the 2031 Notes if at least $25 million of those notes remains outstanding then. Voluntary prepayments carry a 2.00% premium before the first anniversary and a 1.00% premium after the first but before the second anniversary.

Filing Explained

If funded, the facilities put first-priority liens on substantially all company assets; interest is payable in cash, and redemption still requires indenture procedures.

If funded, the October 9 credit agreement would give lenders a first-priority lien on substantially all assets of the company and any guarantors. The attached press release states that interest on the facilities is payable entirely in cash.

The agreement requires the company to prepay the term loan with a specified share of excess cash flow and certain asset-sale or casualty proceeds, and with all net proceeds from certain refinancing loans and other specified debt issuances, subject to exceptions.

The 8-K says it is not a redemption notice; any redemption of the 2029 notes must follow the indenture’s notice requirements and other conditions.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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.

Key Figures

Term loan principal: $150 million Revolving facility commitments: $25 million Initial interest rate: Adjusted Term SOFR plus 5.75% +4 more

7 metrics

Term loan principal $150 million Aggregate principal amount of the senior secured term loan facility

Revolving facility commitments $25 million Aggregate commitments under the senior secured revolving loan facility

Initial interest rate Adjusted Term SOFR plus 5.75% Initial rate for loans under the facilities, subject to adjustment based on the first lien net leverage ratio

Term-loan quarterly amortization 0.25% of the initial principal amount Equal quarterly installments beginning after the Funding Date

First lien gross leverage ratio 4:75 to 1.00 Applies through the fiscal quarter ending December 31, 2028

First lien gross leverage ratio 4:25 to 1.00 Applies for each fiscal quarter after the quarter ending December 31, 2028

Minimum liquidity $25 million Required as of the last day of each applicable fiscal quarter

Key Terms

Term SOFR, first lien gross leverage ratio, Excess Cash Flow, prepayment premium, +1 more

5 terms

Term SOFR financial

"adjusted Term SOFR plus 5.75%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

first lien gross leverage ratio financial

"first lien gross leverage ratio of 4:75 to 1.00"

Excess Cash Flow financial

"a percentage of Excess Cash Flow"

prepayment premium financial

"Voluntary prepayments of the Term Loan Facility are subject to a prepayment premium"

A prepayment premium is a fee a borrower pays when they pay off a loan or debt earlier than agreed, like an early-termination charge on a phone contract. For investors, it affects the timing and amount of cash they receive from loans or mortgage-backed securities, changing expected returns and reinvestment plans because early repayment can return principal sooner or come with extra compensation.

first priority lien financial

"secured by a first priority lien on substantially all assets"

A first priority lien is a legal claim that gives one lender or creditor the top spot to be paid from specific assets if a borrower defaults or goes bankrupt. Think of it like holding the first place ticket in a line for a limited payout — that creditor gets paid before any others from the proceeds of the pledged assets. For investors, knowing who holds a first priority lien helps gauge how much money could realistically be recovered and how risky a company's debt or secured investment is.

FAQ

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

How large are REAL's new credit facilities?

The RealReal's new facilities comprise a $150 million senior secured term loan and a senior secured revolving loan facility with $25 million in aggregate commitments.

Will REAL use the new term loan to repay its 2029 notes?

The company expects to use term-loan proceeds, together with cash on hand, to redeem in full at par its outstanding 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 and pay fees and expenses. Funding and redemption are expected on or about October 19, 2026, subject to conditions including substantially concurrent redemption.

When is REAL's new term loan expected to fund?

Funding of the term loan and redemption of the 2029 Notes are expected on or about October 19, 2026. Funding is subject to conditions, including redemption of the notes in full substantially concurrently with term-loan funding.

What interest rate applies to REAL's new facilities?

Loans under the facilities initially accrue interest at adjusted Term SOFR plus 5.75%, subject to adjustment based on the company's first lien net leverage ratio. The press release states that interest is payable entirely in cash.

What leverage and liquidity requirements apply to REAL?

The agreement requires a first lien gross leverage ratio of 4:75 to 1.00 through the fiscal quarter ending December 31, 2028, and 4:25 to 1.00 thereafter. It also requires at least $25 million in liquidity as of the last day of each fiscal quarter, beginning with the first full fiscal quarter after the closing date.

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

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Available on EDGAR 10/15/2026 - 08:28 AM EDT Accepted by SEC EDGAR 10/15/2026 - 08:27 AM EDT Learn about SEC filing dates

TheRealReal, Inc. false 0001573221 0001573221 2026-10-09 2026-10-09

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): October 9, 2026

The RealReal, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38953		45-1234222
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

55 Francisco Street, Suite 400

San Francisco, CA 94133

(855) 435-5893

(Registrant’s Telephone Number, Including Area Code)

(Address of principal executive offices) (Zip 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-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 ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2026 (the “Closing Date”), The RealReal, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), as borrower, with Fortress Credit Corp., as administrative agent and as collateral agent, and the lenders party thereto from time to time. The Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of $150 million (the “Term Loan Facility”) and a senior secured revolving loan facility with aggregate commitments of $25 million (the “Revolving Loan Facility”, and together with the Term Loan Facility, the “Facilities”).

The Company expects to use the proceeds of the Term Loan Facility (together with cash on hand) to redeem in full all of the Company’s existing 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 (the “2029 Notes”) and pay fees and expenses in respect of the redemption. The proceeds from loans made pursuant to the Revolving Loan Facility are expected to be used for working capital and other general corporate purposes.

The funding of the Term Loan Facility and availability of the Revolving Loan Facility are subject to the satisfaction of certain conditions, including the redemption in full of the 2029 Notes substantially concurrently with the funding of the Term Loan Facility, which is expected to occur on or about October 19, 2026 (the “Funding Date”).

The Company’s obligations under the Credit Agreement will be guaranteed by certain of the Company’s future subsidiaries (if any). The Facilities and the guarantees (if any) will be secured by a first priority lien on substantially all assets of the Company and the guarantors (if any), subject to certain exceptions.

Loans under the Facilities will initially accrue interest at a rate per annum equal to adjusted Term SOFR plus 5.75%, subject to adjustment based on the Company’s first lien net leverage ratio. Loans under the Term Loan Facility amortize in equal quarterly installments of 0.25% of the initial principal amount, commencing on the last business day of the first full fiscal quarter ending after the Funding Date. The Facilities mature on the seven year anniversary of the Funding Date, provided that the Facilities will instead mature on the date that is 91 days prior to the stated maturity date of the Company’s 4.000% Convertible Senior Notes due 2031 (the “2031 Notes”) if greater than or equal to $25 million of the 2031 Notes remain outstanding as of such date.

The Company will be required to prepay the Term Loan Facility (a) with a percentage of Excess Cash Flow (as defined in the Credit Agreement) determined by reference to the Company’s first lien net leverage ratio, subject to specified deductions and exceptions, (b) with a percentage of the net cash proceeds from certain asset sales and casualty events, subject to reinvestment rights and other exceptions, and (c) with 100% of the net cash proceeds from certain refinancing term loans and other specified debt issuances. Voluntary prepayments of the Term Loan Facility are subject to a prepayment premium equal to (i) prior to the first anniversary of the Funding Date, 2.00% of the principal amount prepaid and (ii) after the first anniversary of the Funding Date but prior to the second anniversary of the Funding Date, 1.00% of the principal amount prepaid. On and after the second anniversary of the Funding Date, no prepayment premium applies. In addition, on or prior to the first anniversary of the Funding Date, the Company may prepay up to $50 million in aggregate principal amount of the Term Loan Facility with the proceeds of one or more permitted equity issuances without paying a prepayment premium.

Commencing with the first full fiscal quarter following the Closing Date, the Credit Agreement requires that the Company maintain a first lien gross leverage ratio of 4:75 to 1.00 for each fiscal quarter through and including the fiscal quarter ending December 31, 2028 and a first lien gross leverage ratio of 4:25 to 1.00 for each fiscal quarter thereafter. The Credit Agreement also requires the Company to maintain Liquidity (as defined in the Credit Agreement) of at least $25 million as of the last day of each fiscal quarter starting with the last day of the first full fiscal quarter following the Closing Date.

The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company and its subsidiaries (if any), among other things, and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, and acquisitions, and pay dividends and make other restricted payments. The Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.

2

The above summary of the material terms of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure

A copy of the Company’s press release with respect to the transactions described in Item 1.01 is attached hereto as Exhibit 99.1, which is incorporated by reference herein.

This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2029 Notes. Any redemption of the 2029 Notes, if effected, will be made only in accordance with, and subject to the terms and conditions of, the indenture governing the 2029 Notes, including the applicable notice requirements and satisfaction of any conditions precedent to such redemption.

The information set forth in this Item 7.01, including Exhibit 99.1, of this Current Report, 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, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Credit Agreement, dated as of October 9, 2026, by and among The RealReal, Inc., as borrower, Fortress Credit Corp., as administrative agent and collateral agent, and each lender from time to time party thereto.
99.1		Press Release dated October 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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: October 15, 2026				By:		/s/ Todd Suko
						Todd Suko
						Chief Legal Officer and Secretary

4

Exhibit 99.1

THE REALREAL ANNOUNCES REFINANCING OF 2029 SENIOR SECURED NOTES WITH NEW $150 MILLION TERM LOAN AND $25 MILLION REVOLVING CREDIT FACILITY

• Refinancing Extends Secured Debt Maturity to 2033 and Reduces Interest Expense

• Outlines Medium-Term Target for Leverage

San Francisco, October 15, 2026 — The RealReal, Inc. (Nasdaq: REAL) (the “Company”), the world’s largest online marketplace for authenticated, resale luxury goods, today announced that it has entered into a credit agreement providing for a new $150 million senior secured term loan and a new $25 million senior secured revolving credit facility (collectively, the “New Credit Facilities”). The Company intends to use the proceeds of the term loan to redeem all of its outstanding 4.25%/8.75% PIK/Cash Pay Senior Secured Notes due 2029 (the “2029 Notes”) at par. Funding of the term loan and redemption of the 2029 Notes are expected to occur on or about October 19, 2026.

Funds managed by affiliates of Fortress Investment Group LLC (“Fortress”) will fund the New Credit Facilities, which initially bear interest at SOFR plus 5.75%, subject to a leverage-based pricing mechanism, payable entirely in cash. The New Credit Facilities mature in October 2033. Additional information regarding the New Credit Facilities will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

“This refinancing represents a key milestone in our plan to strengthen our balance sheet. Over the last two years, we have successfully lowered our total debt by more than $80M. This transaction builds on that progress by reducing overall interest costs and further extending our maturity profile” said Ajay Gopal, Chief Financial Officer. “We believe our consistent progress in growing Adjusted EBITDA, coupled with a cash-efficient operating model that translates Adjusted EBITDA growth into robust cash flows, positions us well to continue deleveraging in the years ahead.”

“We are pleased to partner with The RealReal on this transaction,” said Mac Maynard, Managing Director in Corporate Credit at Fortress Investment Group. “We believe The RealReal has established a market-leading position in luxury resale backed by a differentiated business model, and the Company’s strong and improving financial profile made this a compelling opportunity for our investors.”

Moelis & Company LLC served as Sole Placement Agent and Arranger and Wachtell, Lipton, Rosen & Katz served as legal counsel to The RealReal in connection with the transaction.

Transaction Highlights

• Maturity Extended: The New Credit Facilities mature in 2033, extending the Company’s secured debt maturity by approximately four years and eliminating the potential December 2027 springing maturity under the 2029 Notes. The New Credit Facilities are subject to a springing maturity if more than $25 million of the Company’s 4.000% Convertible Senior Notes due 2031 remain outstanding 91 days prior to their scheduled maturity.

• Lower Total Interest Expense and Elimination of PIK: The initial all-in interest rate on the term loan of SOFR+5.75% compares favorably to the 13.00% all-in interest rate (8.75% cash plus 4.25% PIK) on the 2029 Notes and is expected to reduce the Company’s annual total interest expense by approximately $4 million in the first year¹.

• Added Liquidity: The $25 million revolving credit facility, expected to be undrawn at closing, provides incremental liquidity and financial flexibility.

Balance Sheet Priorities

Today’s transaction is a meaningful milestone in The RealReal’s multi-year effort to simplify and strengthen its balance sheet. It sets the foundation to target reducing total leverage to $150 million in the medium-term. One potential path for doing so would be the Company repaying its convertible notes due 2028 from cash on hand at their stated maturity, and, if elected by the holders thereof in accordance with the terms of the indenture, converting convertible notes due 2031 into the Company’s common equity.

The Company remains focused on topline growth, expanding its Adjusted EBITDA Margins to its medium-term target of 15-20% and translating the resulting increase in Adjusted EBITDA to operating cash flows. This will enable it to execute on its plan to continue deleveraging and strengthening its balance sheet.

This refinancing is expected to be accretive to earnings per share on a run-rate basis, excluding one-time transaction costs, as the lower all-in interest rate reduces the Company’s total interest expense.

¹  Based on the 1-year swap rate for 1-month Term SOFR of 4.432% as of September 30, 2026

The Company looks forward to discussing its third quarter 2026 financial results and business performance in detail on its upcoming earnings call scheduled for October 29, 2026.

About The RealReal, Inc.

The RealReal is the world’s largest online marketplace for authenticated resale luxury goods, trusted by a community of 45 million members. Its full-service consignment model across fashion, fine jewelry and watches, art and home, makes it easy for customers to buy and sell luxury wherever they are. The Company combines rigorous, expert-led authentication with AI and proprietary technology to optimize operations and pricing while streamlining the customer experience. Backed by 15 years of proprietary data and more than 50 million items sold, The RealReal has become the preferred destination for modern luxury resale, redefining the luxury lifecycle.

About Fortress Investment Group LLC

Fortress Investment Group LLC is a leading, highly diversified global investment manager serving institutional clients and private investors worldwide. Founded in 1998, Fortress manages $55 billion of assets under management as of June 30, 2026, across a range of credit and real estate, private equity and permanent capital investment strategies. AUM refers to assets Fortress manages, including capital that Fortress has the right to call from investors, or investors are otherwise required to contribute, pursuant to their capital commitments to various funds or managed accounts.

Investor Relations Contact:

IR@therealreal.com

Press Contact:

PR@therealreal.com

Forward Looking Statements

This press release contains forward-looking statements relating to, among other things, the future performance and leverage profile of The RealReal that are based on the Company’s current expectations, forecasts and assumptions and involve risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “target,” “contemplate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements about the New Credit Facilities, future operating and financial results, including our strategies, plans, commitments, objectives and goals, in particular in the context of the recent geopolitical events, and uncertainty surrounding macro-economic trends, financial guidance, anticipated growth in 2026, the anticipated impact of generative AI, and financial targets, goals and projections. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Other factors that could cause or contribute to such differences include, but are not limited to, the redemption of the 2029 Notes does not occur, our ability to generate sufficient cash flows, or otherwise obtain funds, to repay or refinance our convertible notes due 2028 when due, whether our convertible notes due 2031 are converted into equity by the noteholders thereof, which primarily depends on, among other things, the trading price of our common stock relative to the conversion price and on the elections of noteholders, inflation, macroeconomic uncertainty, geopolitical instability, any failure to generate a supply of consigned goods, pricing pressure on the consignment market resulting from discounting in the market for new goods, failure to efficiently and effectively operate our merchandising and fulfillment operations, labor shortages and other reasons.

More information about factors that could affect the Company’s operating results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting the Company’s Investor Relations website at investor.therealreal.com or the SEC’s website at sec.gov. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to the Company on the date hereof. The Company assumes no obligation to update such statements, except as required by law.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 16.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 1.1 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB