TheRealReal Files 8-K: Material Agreement & Equity Sales

TL;DR

TRRL filed an 8-K on Feb 10th, reporting a material agreement and unregistered equity sales. Watch for updates.

AI Summary

On February 10, 2025, TheRealReal, Inc. filed an 8-K detailing a material definitive agreement and other financial information. The filing also disclosed unregistered sales of equity securities and a Regulation FD disclosure, indicating potential shifts in the company's financial condition and equity structure.

Why It Matters

This filing signals significant corporate actions by TheRealReal, Inc., including a new material agreement and the sale of equity, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-38953 — SEC File Number (Identifies TheRealReal, Inc.'s filing with the SEC.)
• 45-1234222 — IRS Employer Identification No. (Tax identification number for TheRealReal, Inc.)

Key Players & Entities

• TheRealReal, Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• 55 Francisco Street Suite 150 (address) — Business and Mail Address
• San Francisco (location) — City
• DE (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common stock, $0.00001 par value REAL The Nasdaq Global Se
• $183,341,000 — to which the parties agreed to exchange $183,341,000 in aggregate principal amount of the ho
• $146,685,000 — due 2028 (the " Exchanged Notes ") for $146,685,000 in aggregate principal amount of the Co
• $1,000 — s is 95.5795 shares of common stock per $1,000 principal amount of New Notes (which is
• $10.46 — itial conversion price of approximately $10.46 per share). The conversion rate is subj

Filing Documents

• d929762d8k.htm (8-K) — 47KB
• d929762dex41.htm (EX-4.1) — 582KB
• d929762dex101.htm (EX-10.1) — 66KB
• d929762dex991.htm (EX-99.1) — 52KB
• g929762g0209094406310.jpg (GRAPHIC) — 2KB
• g929762g0209094406593.jpg (GRAPHIC) — 2KB
• g929762g0209094406813.jpg (GRAPHIC) — 2KB
• g929762g0209094407063.jpg (GRAPHIC) — 3KB
• g929762g0209094407295.jpg (GRAPHIC) — 3KB
• g929762g0209094407516.jpg (GRAPHIC) — 3KB
• 0001193125-25-023641.txt ( ) — 1050KB
• real-20250210.xsd (EX-101.SCH) — 3KB
• real-20250210_lab.xml (EX-101.LAB) — 17KB
• real-20250210_pre.xml (EX-101.PRE) — 11KB
• d929762d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements Information set forth in this Current Report (including any information incorporated by reference herein), contains forward-looking statements relating to, among other things, the future performance of The RealReal that are based on the Company's current expectations, forecasts and assumptions and involve risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expect," "plan," "anticipate," "target," "contemplate," "project," "believe," "estimate," "predict," "intend," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements about future operating and financial results, including our strategies, plans, commitments, objectives and goals, in particular in the context of the impacts of recent geopolitical events, including the conflict between Russia and Ukraine and the Israel-Hamas war, and uncertainty surrounding macro-economic trends, the debt exchange, financial guidance, anticipated growth in 2025, the anticipated impact of generative AI, and long-range financial targets and projections. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Other factors that could cause or contribute to such differences include, but are not limited to, inflation, macroeconomic uncertainty, geopolitical instability, any failure to generate a supply of consigned goods, pricing pressure on the consignment market resulting from discounting in the market for new goods, failure to efficiently and effectively operate our merchandising and fulfillment operations, labor shortages and other reasons. More information about factors that could affect the company's operating results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Fina

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of February 10, 2025, by and between The RealReal, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 4.00% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.1). 10.1 Exchange Agreement, dated as of February 10, 2025, by and among The RealReal, Inc. and the Noteholder Parties.* 99.1 Press Release, dated as of February 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The RealReal, Inc. Date: February 10, 2025 By: /s/ Ajay Madan Gopal Ajay Madan Gopal Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR