[Form 4] The RealReal, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 (CVNA, filed 25-Jul-2025) details insider activity by director/10% owner Ernest C. Garcia II and controlled entity ECG II SPE.

• Conversions: On 23-Jul-2025 and 24-Jul-2025 Garcia converted 50,000 Class A Units of Carvana Group into 50,000 Class A shares each day (100,000 shares total) under the 2017 Exchange Agreement. Each conversion canceled an equal number of Class B shares for no consideration.
• Sales: The 100,000 newly issued Class A shares were immediately sold under a Rule 10b5-1 plan adopted 13-Dec-2024. Weighted-average prices ranged from $329.06 to $341.78 across 26 individual trades.

Post-transaction holdings: Garcia now directly owns 35.54 million Class B shares, 44.43 million Class A Units (exchangeable 0.8:1 into Class A shares), and indirectly holds 8 million Class B shares via ECG II SPE. Reported direct Class A share ownership is 0.

Insights

Securities Analyst

TL;DR: Large pre-planned insider sale (100k shares) offsets unit conversion; no net Class A increase, modestly negative sentiment.

The filing shows Garcia monetised roughly 100 k shares (~US$33 m at the disclosed price bands) over two days. Because each sale was preceded by a one-for-one unit conversion, Class A float grows while super-voting Class B stock falls by 100 k shares—immaterial vs his 35.5 m balance. The trades were executed under a 10b5-1 plan, limiting inference about timing, yet the magnitude (100 k shares) and his status as a 10 % owner typically register as a modest negative signal for near-term investor sentiment. Fundamental impact on CVNA’s capital structure or cash flows is negligible.

Corporate Governance Expert

TL;DR: Slight governance improvement as 100k Class B super-votes are canceled, but control concentration remains overwhelming.

Every unit conversion cancels one Class B share, incrementally reducing the dual-class voting disparity. However, Garcia still holds >35 m Class B shares and 44 m convertible units, so the relative shift is de minimis. The pre-planned nature of the trades mitigates conflict-of-interest concerns, yet continued large-scale control coupled with periodic liquidity events underscores ongoing governance risk for minority holders.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

KROLIK ROBERT J

(Last) (First) (Middle)

C/O THEREALREAL, INC.

55 FRANCISCO STREET

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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	07/23/2025		A		26,025(1)	A	$0	216,357	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 TheRealReal, Inc. common stock that will be issued to the Reporting Person upon settlement of deferred restricted stock units (DRSUs). Each DRSU is the economic equivalent of one share of TheRealReal, Inc. common stock.

Remarks:

	By: Todd Suko For: Robert J. Krolik	07/25/2025
	** 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).
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