The RealReal (REAL) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 10, 2026, with stockholders able to vote and participate online.

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

• Stockholders of record as of April 13, 2026, are eligible to vote on six key proposals.

Voting matters and shareholder proposals

• Election of three Class I directors for terms expiring in 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory approval of executive compensation (say-on-pay).

• Amendments to declassify the board, limit officer liability, and eliminate supermajority voting requirements.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms; all but the CEO are independent.

• Recent and planned changes include phasing out the classified board and removing supermajority voting requirements.

• Board committees: Audit, Compensation, and Corporate Governance, all with independent members.

• Annual board and committee self-evaluations, robust stock ownership guidelines, and a prohibition on hedging/pledging.

• Stockholder engagement has led to governance enhancements, including board declassification and performance-based compensation.