Woodson Capital Holds 3,237,500 Shares via Cayman Fund in REAL

Rhea-AI Filing Summary

TheRealReal, Inc. disclosure shows that Woodson-related reporting persons collectively hold 3,500,000 shares of Class A common stock, representing 3.04% of the class. The filing allocates voting and dispositive power among entities: shared voting and dispositive power over 3,500,000 shares for Woodson Capital Management, GP entities, and sole voting/dispositive power of 3,500,000 shares for individual James W. Davis. The reporting group includes a Cayman Islands fund (Woodson Capital Master Fund, LP) holding 3,237,500 shares (2.81%). The statement certifies the holdings are not intended to influence control of the issuer. The filing date for the reporting event is 09/10/2025 and signatures were provided on 10/10/2025.

Positive

• Clear disclosure of aggregate holdings: 3,500,000 shares (3.04%)
• Certifies non-control intent, reducing immediate corporate governance concerns
• Proper signatures from compliance officer and managing member confirm filing validity

Negative

• Position size is modest and below a controlling threshold, limiting direct influence
• Two-entity split (Cayman master and onshore entities) can complicate tracking of economic exposure

Insights

Institutional Investor Relations

Woodson holds a ~3.0% stake with shared control across affiliates.

Holding 3,500,000 shares or 3.04% indicates a modest but visible position in TheRealReal (REAL). The split between the Cayman master fund (3,237,500 shares) and affiliated onshore entities reflects a common offshore-onshore fund structure used for pooled investment exposure.

Key dependencies include any future amendments to the filing if holdings change and whether the position is part of a larger strategy across funds. Watch for additional Schedule 13D/G filings or amendments within the next 45 days if purchases or intentions change.

Compliance & Regulatory

Filing classifies reporting persons and confirms non-control intent.

The statement uses the Schedule 13G framework with classifications: the Investment Manager as an IA and other entities as OO/IN, and includes the required certification that holdings are not for control. Signatures from the Chief Compliance Officer and the managing member satisfy the execution requirements.

Material next steps include ensuring timely amendments if the aggregate crosses the 5% threshold or if the purpose changes; such events would trigger different filing requirements and potential disclosure timing within 45 days or sooner.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

TheRealReal, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value

(Title of Class of Securities)

88339P101

(CUSIP Number)

09/10/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 88339P101

1

Names of Reporting Persons

Woodson Capital Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.04 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 88339P101

1

Names of Reporting Persons

Woodson Capital Master Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,237,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,237,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,237,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.81 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 88339P101

1

Names of Reporting Persons

Woodson Capital General Partner, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.04 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 88339P101

1

Names of Reporting Persons

Woodson Capital GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.04 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 88339P101

1

Names of Reporting Persons

James Woodson Davis

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,500,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,500,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.04 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TheRealReal, Inc.
(b)	Address of issuer's principal executive offices: 55 Francisco St, Suite 400, San Francisco, CA 94133
Item 2.
(a)	Name of person filing: (i) Woodson Capital Master Fund, LP, a Cayman Islands exempted company ("Woodson Master "), with respect to the Shares held by it; (ii) Woodson Capital General Partner, LLC, a Delaware limited liability company and the general partner of Woodson Master (the "Fund General Partner"), with respect to the Shares held by Woodson Master and other private funds; (iii) Woodson Capital Management, LP, a Delaware limited partnership and the investment manager of Woodson Master (the "Investment Manager"), with respect to the Shares held by Woodson Master and other private funds; (iv) Woodson Capital GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "Investment Manager General Partner"), with respect to the Shares held by Woodson Master and other private funds; and (v) James Woodson Davis, a United States citizen and the sole managing member of the Investment Manager General Partner ("Woodson"), with respect to the Shares held by Woodson Master and other private funds.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of (i) all of the Reporting Persons other than Woodson Master is 282 Railroad Avenue, Floor 2, Greenwich, CT 06830; and (ii) Woodson Master is Maples Corporate Services Limited, Ugland House Grand Cayman, KY1-1104 Cayman Islands.
(c)	Citizenship: The citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.
(d)	Title of class of securities: Class A Common Stock, $0.00001 par value
(e)	CUSIP No.: 88339P101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,500,000
(b)	Percent of class: 3.04%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,500,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,500,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Woodson Capital Management, LP

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	10/10/2025

Woodson Capital Master Fund, LP

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	10/10/2025

Woodson Capital General Partner, LLC

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	10/10/2025

Woodson Capital GP, LLC

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	10/10/2025

James Woodson Davis

Signature:	James W. Davis
Name/Title:	James W. Davis/Managing Member
Date:	10/10/2025

FAQ

What stake does Woodson hold in TheRealReal (REAL)?

Woodson-related reporting persons beneficially own 3,500,000 shares, representing 3.04% of Class A common stock.

How many shares does Woodson Capital Master Fund, LP directly hold?

The Cayman fund holds 3,237,500 shares, equal to 2.81% of the class.

Does the filing indicate an intent to change control of REAL?

No. The filing includes a certification that the shares were not acquired and are not held to change or influence control.

Who signed the Schedule 13G/A on behalf of the reporting persons?

Doug Browman, Jr., Chief Compliance Officer, signed for the Woodson entities and James W. Davis signed as Managing Member on 10/10/2025.

What triggers a different filing obligation than this Schedule 13G/A?

Crossing the 5% ownership threshold or acquiring shares with the intent to influence control would require different filings or amendments.