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The RealReal (Nasdaq: REAL) hits record Q2 GMV and boosts 2026 guidance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The RealReal, Inc. reported strong growth for the quarter ended June 30, 2026, with gross merchandise value of $617 million, up 22% year over year, and total revenue of $193 million, up 17%. Consignment revenue grew 15% and direct revenue 26% versus the prior-year quarter.

Profitability metrics improved, with gross margin at 74.4% and Adjusted EBITDA of $13.5 million, a 7.0% margin versus 4.1% a year ago, while loss from operations narrowed to $(2.3) million from $(9.9) million. GAAP net loss was $27 million, or 14.1% of revenue, including an $18.6 million non-cash warrant-liability adjustment; non-GAAP net loss per share was $0.01.

Trailing twelve months active buyers rose 11% to 1,107,000 and average order value increased 13% to $659. On the back of results above the high end of its outlook, the company raised full-year 2026 guidance, targeting GMV of $2.535 - $2.565 billion and Adjusted EBITDA of $66.0 - $69.0 million.

Positive

  • Record growth and margin expansion: Q2 2026 GMV reached $617 million (up 22%), revenue grew 17% to $193 million, and Adjusted EBITDA improved to $13.5 million, or 7.0% of revenue versus 4.1% a year earlier, with loss from operations narrowing sharply.
  • Raised 2026 outlook: Management increased full-year 2026 guidance to GMV of $2.535 - $2.565 billion, total revenue of $788 - $797 million and Adjusted EBITDA of $66.0 - $69.0 million, citing results above the high end of the prior outlook and durable growth trends.

Negative

  • Wider GAAP net loss: Q2 2026 GAAP net loss was $(27) million, or 14.1% of revenue, versus $(11) million (6.9%) a year earlier, driven largely by an $(18.6) million non-cash change in fair value of warrant liability.
  • Leverage and negative equity: As of June 30, 2026, total liabilities were $756.0 million, including significant convertible and non-convertible notes and warrant liability, against total assets of $378.3 million and a stockholders’ deficit of $(377.7) million.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 GMV $617 million Second quarter 2026 gross merchandise value, an increase of 22% vs Q2 2025
Q2 2026 Total Revenue $193 million Second quarter 2026 total revenue, an increase of 17% vs the same period in 2025
Q2 2026 Adjusted EBITDA $13.5 million (7.0% of total revenue) Adjusted EBITDA and margin for the quarter ended June 30, 2026, vs 4.1% a year ago
Q2 2026 Net Loss $(27) million (14.1% of total revenue) GAAP net loss including a $(18.6) million non-cash change in fair value of warrant liability
Cash and Cash Equivalents $119,132 thousand Cash and cash equivalents balance as of June 30, 2026
Total Liabilities $756,017 thousand Total liabilities reported as of June 30, 2026
Active Buyers 1,107,000 Trailing twelve months active buyers, an increase of 11% vs the same period in 2025
Full-Year 2026 GMV Guidance $2.535 - $2.565 billion Guidance range for 2026 GMV based on market conditions as of August 6, 2026
gross merchandise value (GMV) financial
"Second quarter 2026 gross merchandise value (GMV) and total revenue increased 22%"
Gross merchandise value (GMV) measures the total dollar value of all goods and services sold through a marketplace or sales platform over a set period, before subtracting returns, discounts, fees or the portion the company keeps. Investors watch GMV like a traffic counter — it shows how large and active a business’s marketplace is and how fast it’s growing, but it does not equal actual revenue or profit and must be combined with margin and fee information to assess financial health.
Adjusted EBITDA financial
"Second quarter Adjusted EBITDA margin was 7.0%, an increase of 290 basis points"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
warrant liability financial
"includes a $(18.6) million non-cash adjustment as a result of the change in fair value of warrant liability"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.
free (negative) cash flow financial
"The following table presents a reconciliation of net cash provided for (used in) operating activities to free (negative) cash flow"
Convertible Senior Notes financial
"Convertible Senior Notes, net | 231,516"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
GMV $617 million increased 22% compared to the second quarter of 2025
Total revenue $193 million increased 17% compared to the second quarter of 2025
Gross margin 74.4% increased 10 basis points compared to the same period in 2025
Adjusted EBITDA margin 7.0% increased 290 basis points versus the prior year period
Net loss $(27) million compared to $(11) million in the same period in 2025, including a $(18.6) million non-cash warrant liability adjustment
Guidance

For Q3 2026, guidance is GMV of $610 - $620 million, total revenue of $194 - $198 million and Adjusted EBITDA of $13.5 - $14.5 million. Full year 2026 guidance is GMV of $2.535 - $2.565 billion, total revenue of $788 - $797 million and Adjusted EBITDA of $66.0 - $69.0 million.

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FAQ

How did The RealReal (REAL) perform in Q2 2026?
The RealReal delivered strong Q2 2026 growth, with GMV up 22% to $617 million and total revenue up 17% to $193 million. Adjusted EBITDA reached $13.5 million (7.0% margin), while GAAP net loss was $27 million including a non-cash warrant liability adjustment.

What were The RealReal’s (REAL) key profitability metrics in Q2 2026?
Profitability improved operationally, with gross margin at 74.4% and Adjusted EBITDA margin at 7.0%, up 290 basis points year over year. Loss from operations narrowed to $(2.3) million, but GAAP net loss was $(27) million due largely to an $(18.6) million non-cash warrant-liability change.

What guidance did The RealReal (REAL) provide for Q3 and full-year 2026?
For Q3 2026, the company guided to GMV of $610 - $620 million, revenue of $194 - $198 million and Adjusted EBITDA of $13.5 - $14.5 million. Full-year 2026 guidance now targets GMV of $2.535 - $2.565 billion, revenue of $788 - $797 million and Adjusted EBITDA of $66.0 - $69.0 million.

What is The RealReal’s (REAL) cash and debt position as of June 30, 2026?
As of June 30, 2026, The RealReal held $119.1 million in cash and cash equivalents and $14.8 million in restricted cash. Liabilities included $231.5 million of Convertible Senior Notes, $144.3 million of non-convertible notes and a $74.7 million warrant liability, contributing to negative equity.

How does The RealReal (REAL) define Adjusted EBITDA and why is it used?
Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization, further excluding stock-based compensation, employer payroll taxes on equity, change in fair value of warrant liabilities, gain on extinguishment of debt and certain one-time expenses. Management uses it to assess operating performance and compare periods.
0001573221falseTheRealReal, Inc.55 Francisco StreetSuite 400San FranciscoCA9413300015732212026-08-062026-08-06

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): August 6, 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
(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 2.02 Results of Operations and Financial Condition.
On August 6, 2026, The RealReal, Inc. (“The RealReal”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
Press Release dated August 6, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
1

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: August 6, 2026
By:/s/ Ajay Madan Gopal
Ajay Madan Gopal
Chief Financial Officer
2

Exhibit 99.1
THE REALREAL ANNOUNCES SECOND QUARTER 2026 RESULTS
Company Raises Full Year Guidance Following Second Quarter Results Above the High End
of Outlook with Record Quarterly GMV and Meaningful Margin Expansion

SAN FRANCISCO, August 6, 2026 -The RealReal, Inc. (Nasdaq: REAL)—the world’s largest online marketplace for authenticated, resale luxury goods—today reported financial results for its second quarter ended June 30, 2026. Second quarter 2026 gross merchandise value (GMV) and total revenue increased 22% and 17% compared to the second quarter of 2025, respectively. Consignment revenue grew 15% compared to the prior year period, and Direct Revenue grew 26% year-over-year in the second quarter. During the quarter, gross margin of 74.4% improved 10 basis points compared to the same period in 2025. Second quarter Adjusted EBITDA margin was 7.0%, an increase of 290 basis points versus the prior year period.

"The RealReal delivered a standout second quarter, with an all-time high quarterly GMV of $617 million, up 22% year-over-year. That marks our fourth consecutive quarter of GMV growth above 20%. Revenue grew 17% and we delivered nearly 300 basis points of Adjusted EBITDA margin expansion versus last year," said Rati Levesque, Chief Executive Officer of The RealReal. "We’re upleveling the customer experience, deepening trust and compounding our advantages. Our buyers are spending more, our sellers are more engaged, and the platform connecting them gets smarter every quarter."

Levesque continued, "Entering the year, we said 2026 would be the year our advantages begin to compound, and we're delivering on that commitment. Given the continued strength in our supply trends and the durability of our growth, we are confidently raising our full-year outlook. We are entering the second half of the year from a position of strength, with a flywheel that is gaining real momentum."


Second Quarter Highlights
•GMV was $617 million, an increase of 22% compared to the same period in 2025
•Total Revenue was $193 million, an increase of 17% compared to the same period in 2025
•Gross Profit was $143 million, an increase of $21 million compared to the same period in 2025
•Gross Margin was 74.4%, an increase of 10 basis points compared to the same period in 2025
•Net Loss was $(27) million or (14.1)% of total revenue, compared to $(11) million or (6.9)% of total revenue in the same period in 2025. Second Quarter 2026 Net Loss includes a $(18.6) million non-cash adjustment as a result of the change in fair value of warrant liability.
•Adjusted EBITDA was $13.5 million or 7.0% of total revenue compared to $6.8 million or 4.1% of total revenue in the same period in 2025
•GAAP basic net loss per share was $(0.23) compared to $(0.10) in the prior year period and GAAP diluted net loss per share was $(0.23) compared to $(0.13) in the prior year period
•Non-GAAP basic and diluted net loss attributable to common stockholders per share was $(0.01) compared to $(0.06) in the prior year period
•Top-line-related Metrics
◦Trailing twelve months active buyers was 1,107,000, an increase of 11% compared to the same period in 2025
◦Average order value (AOV) was $659, an increase of 13% versus the same period in 2025

Q3 and Full Year 2026 Guidance
Based on market conditions as of August 6, 2026, we are raising our full year guidance. Additionally, we are providing guidance for third quarter 2026 GMV, Total Revenue and Adjusted EBITDA, which is a Non-GAAP financial measure.

We have not reconciled forward-looking Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, because we cannot predict with reasonable certainty the ultimate outcome of certain components of
1

such reconciliations including payroll tax expense on employee stock transactions that are not within our control, or other components that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of future net income (loss).
Q3 2026
Full Year 2026
GMV$610 - $620 million $2.535 - $2.565 billion
Total Revenue$194 - $198 million $788 - $797 million
Adjusted EBITDA$13.5 - $14.5 million
$66.0 - $69.0 million

Webcast and Conference Call
The RealReal will host a conference call to review the company’s second quarter results beginning at approximately 2:00 p.m. Pacific Time today (5:00 p.m. Eastern Time). A live webcast of the conference call and accompanying materials will be available online at investor.therealreal.com. A replay of the webcast will be available at the same location. To access the conference please register using this link:
https://the-realreal-earnings-call-q2-2026.open-exchange.net/registration.
About The RealReal, Inc.
The RealReal is the world’s largest online marketplace for authenticated, resale luxury goods, trusted by more than 40 million members. Our full-service consignment model—offering virtual appointments, in-home pickup, drop-off, and direct shipping—enables consumers to buy and sell luxury across fashion, fine jewelry and watches, art, and home categories with ease. The company combines a rigorous, expert-led authentication process with proprietary technology, including AI and machine learning, to power optimal pricing and processing for our members and to help scale the business. By extending the life of millions of luxury goods, the company is leading a more circular economy, all the while delivering a seamless experience for buyers and sellers.
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 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 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, 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
2

website at https://investor.therealreal.com or the SEC's website at www.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.
Non-GAAP Financial Measures
To supplement our unaudited and condensed financial statements presented in accordance with generally accepted accounting principles (“GAAP”), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA as a percentage of total revenue (“Adjusted EBITDA Margin”), free cash flow, non-GAAP net loss attributable to common stockholders, and non-GAAP net loss per share attributable to common stockholders, basic and diluted. We have provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in this earnings release.
We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that non-GAAP financial measures we use may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies, including other companies in our industry.
Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies.

We calculate Adjusted EBITDA as net income (loss) before interest income, interest expense, provision (benefit) for income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, employer payroll tax expense on employee stock transactions, gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses. The employer payroll tax expense related to employee stock transactions are tied to the vesting or exercise of underlying equity awards and the price of our common stock at the time of vesting, which may vary from period to period independent of the operating performance of our business. Adjusted EBITDA has certain limitations as the measure excludes the impact of certain expenses that are included in our statements of operations that are necessary to run our business and should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA and Adjusted EBITDA Margin facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of stock-based compensation and the related employer payroll tax expense on employee stock transactions, excludes an item that we do not consider to be indicative of our core operating performance. Investors should, however, understand that stock-based compensation and the related employer payroll tax expense will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Free cash flow is a non-GAAP financial measure that is calculated as net cash (used in) provided by operating activities less net cash used to purchase property and equipment and capitalized proprietary software development costs. We believe free cash flow is an important indicator of our business performance, as it measures the amount of cash we generate. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

Non-GAAP net loss per share attributable to common stockholders, basic and diluted is a non-GAAP financial measure that is calculated as GAAP net loss plus stock-based compensation expense, provision (benefit) for income taxes, payroll tax expense on employee stock transactions, gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses divided by weighted average shares outstanding. We believe that
3

making these adjustments before calculating per share amounts for all periods presented provides a more meaningful comparison between our operating results from period to period.
4

THE REALREAL, INC.
Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue:
Consignment revenue$148,216 $128,620 $294,109 $252,434 
Direct revenue25,787 20,495 51,595 40,949 
Shipping services revenue18,568 16,073 36,582 31,838 
Total revenue192,571 165,188 382,286 325,221 
Cost of revenue:
Cost of consignment revenue16,075 13,761 31,522 26,715 
Cost of direct revenue20,407 17,185 40,691 32,420 
Cost of shipping services revenue12,887 11,566 25,537 23,387 
Total cost of revenue49,369 42,512 97,750 82,522 
Gross profit143,202 122,676 284,536 242,699 
Operating expenses:
Marketing18,382 15,548 36,939 31,403 
Operations and technology74,706 68,986 147,425 135,964 
Selling, general and administrative52,397 48,027 104,729 97,988 
Total operating expenses (1)
145,485 132,561 289,093 265,355 
Loss from operations(2,283)(9,885)(4,557)(22,656)
Change in fair value of warrant liability(18,583)4,537 28,752 47,040 
Gain on extinguishment of debt— — — 37,101 
Interest income902 1,109 1,903 2,483 
Interest expense(7,322)(7,038)(14,543)(13,358)
Other income, net154 — 357 608 
Income (loss) before provision for income taxes(27,132)(11,277)11,912 51,218 
Provision for income taxes101 89 209 184 
Net income (loss) attributable to common stockholders$(27,233)$(11,366)$11,703 $51,034 
Net income (loss) per share attributable to common stockholders
Basic$(0.23)$(0.10)$0.10 $0.45 
Diluted$(0.23)$(0.13)$(0.13)$(0.27)
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic121,023,931 114,044,057 120,277,907 113,046,607 
Diluted121,023,931 119,484,716 126,390,826 120,178,570 
(1) Includes stock-based compensation as follows:
Marketing$422 $424 $767 $727 
Operations and technology2,580 2,677 4,557 4,901 
Selling, general and administrative4,573 5,107 8,524 9,939 
Total$7,575 $8,208 $13,848 $15,567 
5

THE REALREAL, INC.
Condensed Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
June 30,
2026		December 31,
2025
Assets
Current assets
Cash and cash equivalents$119,132 $151,231 
Accounts receivable, net20,073 23,822 
Inventory, net35,431 30,843 
Prepaid expenses and other current assets18,682 21,595 
Total current assets193,318 227,491 
Property and equipment, net100,558 96,148 
Operating lease right-of-use assets63,240 64,641 
Restricted cash14,777 14,808 
Other assets6,394 5,945 
Total assets$378,287 $409,033 
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable$15,049 $14,565 
Accrued consignor payable95,062 111,497 
Operating lease liabilities, current portion23,095 24,645 
Other accrued and current liabilities100,274 113,533 
Total current liabilities233,480 264,240 
Operating lease liabilities, net of current portion64,404 66,793 
Convertible Senior Notes, net231,516 230,833 
Non-convertible notes, net144,293 140,980 
Warrant liability74,688 114,353 
Other noncurrent liabilities7,636 7,352 
Total liabilities756,017 824,551 
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 capital906,192 880,107 
Accumulated deficit(1,283,923)(1,295,626)
Total stockholders’ deficit(377,730)(415,518)
Total liabilities and stockholders’ deficit$378,287 $409,033 
6

THE REALREAL, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net income$11,703 $51,034 
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization15,917 16,631 
Stock-based compensation expense13,848 15,567 
Reduction of operating lease right-of-use assets8,562 7,943 
Bad debt expense1,342 1,214 
Non-cash interest expense3,227 5,483 
Accretion of debt discounts and issuance costs940 1,060 
Provision for inventory write-downs and shrinkage1,810 1,485 
Gain on debt extinguishment— (37,101)
Change in fair value of warrant liability(28,752)(47,040)
Loss (gain) related to warehouse fire, net— (353)
Other adjustments78 (36)
Changes in operating assets and liabilities:
Accounts receivable, net2,407 (10,020)
Inventory, net(6,398)(6,678)
Prepaid expenses and other current assets2,913 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 liabilities213 (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 options308 114 
Taxes paid related to restricted stock vesting(109)(83)
Repayment of 2025 Notes— (26,749)
Proceeds from issuance of stock in connection with the Employee Stock Purchase Program1,018 838 
Cash received from settlement of capped calls in conjunction with the 2025 Note Exchanges— 1,499 
Issuance costs paid related to the 2025 Note Exchanges— (5,006)
Net cash provided by (used in) financing activities1,217 (29,387)
Net decrease in cash, cash equivalents and restricted cash(32,130)(77,919)
Cash, cash equivalents and restricted cash
Beginning of period166,039 187,123 
End of period$133,909 $109,204 
7

The following table reflects the reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Adjusted EBITDA Reconciliation:
Net income (loss)$(27,233)$(11,366)$11,703 $51,034 
Net income (loss) (% of revenue)(14.1)%(6.9)%3.1 %15.7 %
Depreciation and amortization7,823 8,256 15,917 16,631 
Interest income(902)(1,109)(1,903)(2,483)
Interest expense7,322 7,038 14,543 13,358 
Provision for income taxes101 89 209 184 
EBITDA(12,889)2,908 40,469 78,724 
Stock-based compensation7,575 8,208 13,848 15,567 
Payroll tax expense on employee stock transactions263 260 1,036 799 
Gain on extinguishment of debt (1)
— — — (37,101)
Change in fair value of warrant liability (2)
18,583 (4,537)(28,752)(47,040)
Adjusted EBITDA$13,532 $6,839 $26,601 $10,949 
Adjusted EBITDA (% of revenue)7.0 %4.1 %7.0 %3.4 %

(1) The gain on extinguishment of debt for the six months ended June 30, 2025 reflects the difference between the carrying value of the February 2025 Exchanged Notes and the fair value of the 2031 Notes.
(2) The change in fair value of warrant liability for the three and six months ended June 30, 2026 and June 30, 2025 reflects the remeasurement of the Warrants issued by the Company in connection with the 2024 Note Exchange in February 2024.

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A reconciliation of GAAP net income (loss) to non-GAAP net loss attributable to common stockholders, the most directly comparable GAAP financial measure, in order to calculate non-GAAP net loss attributable to common stockholders per share, basic and diluted, is as follows (in thousands, except share and per share data):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income (loss)$(27,233)$(11,366)$11,703 $51,034 
Stock-based compensation7,575 8,208 13,848 15,567 
Payroll tax expense on employee stock transactions263 260 1,036 799 
Provision for income taxes101 89 209 184 
Gain on extinguishment of debt— — — (37,101)
Change in fair value of warrant liability18,583 (4,537)(28,752)(47,040)
Non-GAAP net loss attributable to common stockholders$(711)$(7,346)$(1,956)$(16,557)
Weighted-average common shares outstanding to calculate Non-GAAP net loss attributable to common stockholders per share, basic and diluted121,023,931 114,044,057 120,277,907 113,046,607 
Non-GAAP net loss attributable to common stockholders per share, basic and diluted$(0.01)$(0.06)$(0.02)$(0.15)
The following table presents a reconciliation of net cash provided for (used in) operating activities to free (negative) cash flow for each of the periods indicated (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net cash provided by (used in) operating activities$1,615 $(3,570)$(15,008)$(31,840)
Purchase of property and equipment and capitalized proprietary software development costs(7,699)(11,423)(18,339)(19,001)
Free (negative) cash flow$(6,084)$(14,993)$(33,347)$(50,841)

Key Financial and Operating Metrics:
June 30,
2024		September 30,
2024		December 31,
2024		March 31,
2025		June 30,
2025		September 30,
2025		December 31,
2025		March 31,
2026		June 30,
2026
(In thousands, except AOV and percentages)
GMV$440,914 $433,074 $503,534 $490,405 $504,105 $519,814 $615,683 $606,359 $617,260 
NMV$329,422 $335,191 $383,447 $370,757 $379,377 $397,062 $466,924 $458,747 $470,392 
Consignment Revenue$112,714 $116,908 $128,126 $123,814 $128,620 $134,429 $149,014 $145,893 $148,216 
Direct Revenue$16,724 $15,623 $19,524 $20,454 $20,495 $22,928 $27,214 $25,808 $25,787 
Shipping Services Revenue$15,496 $15,224 $16,345 $15,765 $16,073 $16,216 $17,823 $18,014 $18,568 
Number of Orders820 829 870 869 868 890 960 938 937 
Take Rate38.5 %38.6 %37.7 %38.6 %37.9 %37.9 %36.5 %36.4 %35.9 %
Active Buyers942 958 972 985 1,001 1,024 1,056 1,083 1,107 
AOV$538 $522 $579 $564 $581 $584 $641 $646 $659 

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Source: View Original Filing on SEC EDGAR

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