TheRealReal (REAL) CFO reports tax-cover share sales and 106,181 RSUs

Rhea-AI Filing Summary

TheRealReal, Inc. Chief Financial Officer Ajay Madan Gopal reported automatic share sales and a new equity grant. On February 23, 2026, he sold a total of 31,381 shares of common stock in open-market transactions at $10.72 per share, with footnotes explaining these shares were automatically sold by TheRealReal, Inc. to cover withholding taxes due upon vesting of an equity award.

On the same date, he acquired 106,181 shares of common stock through a grant of restricted stock units under TheRealReal Inc. 2019 Equity Incentive Plan, at a stated price of $0.00 per share. These restricted stock units will vest in twelve equal quarterly installments from the vesting commencement date. After these transactions, he directly held 1,230,892 shares of TheRealReal, Inc. common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Madan Gopal Ajay

(Last) (First) (Middle)

C/O THEREALREAL, INC.

55 FRANCISCO STREET SUITE 400

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TheRealReal, Inc. [ REAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		S(1)		23,511	D	$10.72	1,132,581	D
Common Stock	02/23/2026		S(1)		7,870	D	$10.72	1,124,711	D
Common Stock(2)	02/23/2026		A		106,181(3)	A	$0	1,230,892	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock automatically sold by The RealReal, Inc. to satisfy withholding taxes payable in connection with the vesting of an equity award.

2. Represents shares of TheRealReal, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of TheRealReal, Inc. common stock.

3. The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to TheRealReal Inc. 2019 Equity Incentive Plan. The restricted stock units will vest in twelve (12) equal installments on a quarterly basis from the vesting commencement date.

Remarks:

	By: Todd Suko For: Ajay Madan Gopal	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did TheRealReal (REAL) CFO report on February 23, 2026?

TheRealReal CFO Ajay Madan Gopal reported tax-related share sales and an equity grant. He sold 31,381 common shares at $10.72 each and received 106,181 restricted stock units that vest quarterly, all in direct ownership.

Were the TheRealReal (REAL) CFO’s February 2026 share sales discretionary?

No, the filing states the shares were automatically sold by TheRealReal, Inc. to satisfy withholding taxes on a vesting equity award. This means the sales were tax-withholding transactions, not discretionary open-market selling by the CFO.

What equity award did the TheRealReal (REAL) CFO receive in this Form 4?

He received 106,181 restricted stock units of TheRealReal, Inc. common stock. Each unit equals one share and was granted under the 2019 Equity Incentive Plan, vesting in twelve equal quarterly installments from the vesting commencement date.

At what price were the TheRealReal (REAL) CFO’s shares sold and how many?

He sold a total of 31,381 shares of TheRealReal, Inc. common stock at $10.72 per share. These sales are described as open-market or private transactions used to cover withholding taxes owed on a vesting equity award.

How many TheRealReal (REAL) shares did the CFO own after these transactions?

After the reported transactions, the CFO directly owned 1,230,892 shares of TheRealReal, Inc. common stock. This total reflects the automatic tax-withholding sales and the new restricted stock unit grant recorded in the Form 4 filing.

How do the TheRealReal (REAL) CFO’s new restricted stock units vest over time?

The restricted stock units granted to the CFO vest in twelve equal installments on a quarterly basis. Vesting begins from the specified vesting commencement date under TheRealReal Inc. 2019 Equity Incentive Plan, gradually converting units into common shares.