TheRealReal, Inc. — Director's Dealing 2023

Mar 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TheRealReal, Inc. (REAL)
CIK: 0001573221
Period of Report: 2023-03-03

Reporting Person: Koryl John E (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-03	Common Stock	A	1500000	—	Acquired	1500000	Direct
2023-03-03	Common Stock	A	1250000	—	Acquired	2750000	Direct

Footnotes

F1: Represents shares of The RealReal, Inc. (the "Company") common stock underlying performance-based restricted stock units ("PSUs") granted to the Reporting Person as a material inducement to employment, in accordance with Nasdaq Listing Rule 5635(c)(4).

F2: The PSUs will be earned when both the time-based and performance-based vesting conditions are satisfied for the applicable tranche, as follows: a) 150,000 PSUs time-vest on February 20, 2024 and performance-vest upon the Company's stock price achievement of $5.00; (b) 300,000 PSUs time-vest on February 20, 2025 and performance-vest upon the Company's stock price achievement of $7.50; (c) 350,000 PSUs time-vest on February 20, 2026 and performance-vest upon the Company's stock price achievement of $10.00; and (d) 700,000 PSUs time-vest on February 20, 2027 and performance-vest upon the Company's stock price achievement of $15.00, in each case, subject to the Reporting Person's continuous service as of each vesting date and acceleration upon certain events. The Company's stock price achievement is measured over a five-year performance period based on the 60-day volume-weighted average price of one share of the Company's common stock.

F3: Represents shares of The RealReal, Inc. (the "Company") common stock underlying restricted stock units ("RSUs") granted to the Reporting Person as a material inducement to employment, in accordance with Nasdaq Listing Rule 5635(c)(4).

F4: Twenty-five percent of the RSUs will vest on February 20, 2024, and the remainder of the RSUs will vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service as of each vesting date and acceleration upon certain events.