TheRealReal, Inc. — Director's Dealing 2024

May 9, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TheRealReal, Inc. (REAL)
CIK: 0001573221
Period of Report: 2024-05-08

Reporting Person: Madan Gopal Ajay (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-08	Common Stock	A	550000	$0.0	Acquired	550000	Direct
2024-05-08	Common Stock	A	700000	$0.0	Acquired	1250000	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 time-vest annually in four tranches beginning on March 18, 2025, with each tranche's vesting and settlement subject to (i) the achievement of a performance-based vesting condition based on the 60-day volume-weighted average price of one share of the Company's common stock of $5.00, $7.50, $10.00 and $15.00, respectively, measured over a four-year performance period, and (ii) the Reporting Person's continuous service as of each vesting date.

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: The RSUs will vest as to 25% of the original number of shares subject to the restricted stock unit award on February 20, 2025, and in twelve (12) equal installments on a quarterly basis thereafter, subject to the Reporting Person's continuous service as of each vesting date and subject to acceleration upon certain events.