---
schema_version: "secwatch.filing_event.v1"
accession: "0001573221-24-000027"
form_type: "8-K"
ticker: "REAL"
cik: "0001573221"
company_name: "TheRealReal, Inc."
filed_at: "2024-02-29T23:59:59+00:00"
generated_at: "2026-06-05T06:39:51.144549+00:00"
event_type: "earnings"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# RealReal posts Q4 positive Adj. EBITDA $1.4M; debt exchange cuts debt by $17M

## Summary
- Q4 2023 net loss $22M (vs $39M Q4 2022); revenue $143M (-10% YoY); GMV $451M (-9% YoY).
- First positive Adj. EBITDA $1.4M and positive free cash flow $4M since 2019 IPO.
- FY 2023 net loss $168M (vs $196M 2022); Adj. EBITDA -$55M (vs -$112M 2022).
- Debt exchange: $145.75M of 2025 notes and $6.48M of 2028 notes exchanged for $135M new 2029 secured notes plus warrants, reducing debt by $17M.
- Q1 2024 guidance: rev $135-145M, Adj. EBITDA -$8 to -$4M; FY 2024 rev $580-605M, Adj. EBITDA -$8 to $8M.

## SEC filing metadata
- accession: 0001573221-24-000027
- form_type: 8-K
- ticker: REAL
- cik: 0001573221
- company_name: TheRealReal, Inc.
- filed_at: 2024-02-29T23:59:59+00:00
- event_type: earnings
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000027/0001573221-24-000027-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000027/real-20240229.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001573221-24-000027
- JSON: https://secwatch.observer/filing/0001573221-24-000027.json
- Plain text: https://secwatch.observer/filing/0001573221-24-000027.txt

## Key facts
- Earnings Releases
  TheRealReal, Inc. updated its the quarter and fiscal year ended December 31, 2023 guidance (initiated).
  - Period: the quarter and fiscal year ended December 31, 2023
  - Guidance: initiated
  - Result: reported results
  source text: On February 29, 2024, The RealReal, Inc. (“The RealReal”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000027/0001573221-24-000027-index.htm
- Earnings Releases
  TheRealReal, Inc. updated its Q1 2024 and Full Year 2024 guidance (initiated).
  - Period: Q1 2024 and Full Year 2024
  - Guidance: initiated
  - Result: guidance update
  source text: Based on market conditions as of February 29, 2024, we are providing guidance for GMV, total revenue and Adjusted EBITDA, which is a non-GAAP financial measure.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000027/0001573221-24-000027-index.htm
- Material Agreements
  TheRealReal, Inc. entered into Exchange Agreements with certain Noteholders (effective 2024-02-29).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain Noteholders
  - Effective: 2024-02-29
  source text: On February 29, 2024 (the “Effective Date”), The RealReal, Inc. (the “Company”) entered into private, separately negotiated exchange agreements (collectively, the “Exchange Agreements”) with certain Noteholders (as defined therein), pursuant to which the parties agreed to exchange (i) $145,751,000 in aggregate principal amount of the holders’ 3.00% Convertible Senior Notes due 2025 and (ii) $6,480,000 in aggregate principal amount of the holders’ 1.00% Convertible Senior Notes due 2028 (clauses (i) and (ii) together, the “Exchanged Notes”) for (a) $135,000,000 in aggregate principal amount of the Company’s 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 (the “New Notes”), issued pursuant to the Indenture (as defined below), (b) warrants (the “Warrants”) to purchase up to 7,894,737 shares (subject to adjustment in accordance with their terms) of the Company’s common stock, $0.00001 par value per share, with a strike price of $1.71 and (c) accrued and unpaid interest on the Exchanged
  evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000027/0001573221-24-000027-index.htm
- Material Agreements
  TheRealReal, Inc. entered into Indenture with GLAS Trust Company LLC valued at $135,000,000 (effective 2024-02-29).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: GLAS Trust Company LLC
  - Value: $135,000,000
  - Effective: 2024-02-29
  source text: On the Effective Date, in connection with the Exchange Transactions, the Company issued $135,000,000 in aggregate principal amount of New Notes pursuant to that certain Indenture, dated as of the Effective Date (the "Indenture"), by and among the Company, the Guarantors (as defined in the Indenture) party thereto from time to time and GLAS Trust Company LLC, as trustee and notes collateral agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000027/0001573221-24-000027-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.