The RealReal (REAL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, and will be held virtually, allowing shareholders to participate online, submit questions, and vote electronically.

• Proxy materials are provided electronically to reduce environmental impact and costs, with options for shareholders to request paper copies.

• Shareholders of record as of April 14, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, board declassification, and officer liability limitation.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying KPMG LLP as auditor for 2025, an advisory vote on executive compensation, amending the certificate to phase in board declassification, and amending the certificate to limit officer liability as permitted by Delaware law.

• The board recommends voting FOR all proposals.

• Proposals to declassify the board and limit officer liability are resubmitted after strong prior support but insufficient participation for supermajority approval.

Board of directors and corporate governance

• The board consists of eight directors divided into three classes with staggered terms; all but the CEO are independent.

• Board committees include Audit, Compensation, Diversity and Inclusion, and Corporate Governance and Nominating, all with independent members.

• Annual board and committee self-evaluations, robust stock ownership guidelines, and a comprehensive code of conduct are in place.

• The board is committed to a governance roadmap, including declassifying the board and removing supermajority requirements over the next several years.

• Stockholder engagement is ongoing, with feedback directly informing governance enhancements.