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[Form 4] TheRealReal, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Niki Leondakis, a director of TheRealReal, Inc. (REAL), was granted 823 deferred restricted stock units (DRSUs) on 09/30/2025 that are fully vested and carry the economic equivalent of one common share each. The reported transaction shows these DRSUs have a $0 acquisition price and will be settled into shares upon the director's separation from service or on a later date elected by the director. After this grant, the reporting person beneficially owns 206,935 shares of common stock. The award was made under TheRealReal, Inc. 2019 Equity Incentive Plan and the DRSUs are deferred rather than immediately issued as shares.

Positive

  • 823 fully vested DRSUs granted, providing clear additional equity alignment for the director without immediate dilution
  • Beneficial ownership increased to 206,935 shares, improving the director's reported economic stake in REAL

Negative

  • None.

Insights

TL;DR: Director received 823 fully vested deferred RSUs, raising reported ownership to 206,935 shares; settlement occurs on separation or elected date.

The grant of 823 DRSUs at $0 increases the director's economic exposure without immediate share issuance, which preserves current share count while aligning long-term incentives with shareholders. Because the units are fully vested and deferred, the timing of conversion to common stock depends on separation or an election, so short-term dilution is limited until settlement. The award was made under the company’s 2019 Equity Incentive Plan and is recorded as a non-derivative acquisition on 09/30/2025.

TL;DR: A routine director equity award structured as deferred RSUs, fully vested, consistent with typical non-employee director compensation practices.

Using deferred RSUs for non-employee directors is a common governance practice to align long-term interests without immediate share issuance. The units being fully vested suggests no ongoing service condition, but settlement is deferred, which may help manage optics around share count. The disclosure clearly identifies the plan and settlement mechanics; there are no indications of unusual terms in the filing text.

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*
Leondakis Niki

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
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(1) 09/30/2025 A 823(2) A $0 206,935 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.
2. The DRSUs were granted to the Reporting Person on September 30,2025 pursuant to TheRealReal Inc. 2019 Equity Incentive Plan and are fully vested. The DRSUs are deferred and generally will be settled upon the Reporting Persons separation from service as a Non-Employee Director of the TheRealReal Inc. or a date elected by the Reporting Person.
Remarks:
By: Todd Suko For: Niki Leondakis 10/01/2025
** 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).
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 did TheRealReal (REAL) director Niki Leondakis receive?

Niki Leondakis received 823 deferred restricted stock units (DRSUs), each equal to one share of common stock upon settlement.

When were the DRSUs for REAL granted and are they vested?

The DRSUs were granted on 09/30/2025 and are fully vested according to the Form 4 disclosure.

What is the acquisition price for the DRSUs reported by REAL?

The reported price is $0 for the 823 DRSUs in the transaction.

How many REAL shares does Niki Leondakis beneficially own after the transaction?

206,935 shares are reported as beneficially owned following the reported transaction.

Under what plan were the DRSUs granted at REAL?

The grant was made under TheRealReal, Inc. 2019 Equity Incentive Plan as stated in the filing.
Therealreal

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1.58B
101.09M
11.73%
89.56%
20%
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United States
SAN FRANCISCO