The RealReal (REAL) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 10, 2026, with voting and participation available online for shareholders of record as of April 13, 2026.

• Shareholders will vote on six key proposals, including director elections, auditor ratification, executive compensation, and amendments to the Certificate of Incorporation.

• The company continues to provide proxy materials electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying KPMG LLP as auditor, an advisory vote on executive compensation, and three management proposals to amend the Certificate of Incorporation (declassify the board, limit officer liability, and eliminate supermajority voting requirements).

• Board recommends voting FOR all proposals.

• Previous attempts to declassify the board and limit officer liability received strong support but failed due to insufficient participation; these are resubmitted.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms; proposals aim to phase in annual elections.

• All directors except the CEO are independent; committees are fully independent.

• Board leadership includes an independent chair and annual self-evaluations.

• Stock ownership guidelines require significant equity holdings for directors and executives.

• Recent governance enhancements include proposals to declassify the board and remove supermajority voting.