--- schema_version: "secwatch.filing_event.v1" accession: "0001573221-24-000066" form_type: "8-K/A" ticker: "REAL" cik: "0001573221" company_name: "TheRealReal, Inc." filed_at: "2024-05-07T23:59:59+00:00" generated_at: "2026-06-02T18:23:00.308707+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "medium" source: SEC EDGAR --- # The RealReal exchanges $152M in convertible notes for $135M new secured notes and warrants ## Summary - Exchanged $145.75M of 3% convertible notes due 2025 and $6.48M of 1% notes due 2028 for $135M of 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029. - Issued warrants to purchase up to 7,894,737 shares of common stock at $1.71 strike, exercisable until March 1, 2029. - New notes bear 13% total interest (8.75% cash + 4.25% PIK), mature no later than March 1, 2029, secured by substantially all assets. - Financial results for Q4 and FY 2023 were announced on Feb 29, 2024; specific figures not included in this amendment. - Liquidity covenant requires at least $25M unrestricted cash and unused commitments at month-end. ## SEC filing metadata - accession: 0001573221-24-000066 - form_type: 8-K/A - ticker: REAL - cik: 0001573221 - company_name: TheRealReal, Inc. - filed_at: 2024-05-07T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: medium - sec_items: 2.03, 3.02, 1.01, 2.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000066/0001573221-24-000066-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000066/real-20240229.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001573221-24-000066 - JSON: https://secwatch.observer/filing/0001573221-24-000066.json - Plain text: https://secwatch.observer/filing/0001573221-24-000066.txt ## Key facts - Debt Financings TheRealReal, Inc. incurred senior notes of $135,000,000 in aggregate principal amount of the Company’s 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 at 13.00% per annum, consisting of cash interest at a rate of 8.75% per annum and p maturing earlier of (a) March 1, 2029 and (b) any date, if any, on or after December 1, 2027 on which (a) the aggregate principal amount of the 1.00% Convertible Senior. - Instrument: senior notes - Principal: $135,000,000 in aggregate principal amount of the Company’s 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 - Rate: 13.00% per annum, consisting of cash interest at a rate of 8.75% per annum and p - Maturity: earlier of (a) March 1, 2029 and (b) any date, if any, on or after December 1, 2027 on which (a) the aggregate principal amount of the 1.00% Convertible Senior - Event: incurrence source text: 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/1573221/000157322124000066/0001573221-24-000066-index.htm - Earnings Releases TheRealReal, Inc. reported financial results for the quarter and fiscal year ended December 31, 2023. - Period: the quarter and fiscal year ended December 31, 2023 - 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/1573221/000157322124000066/0001573221-24-000066-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/1573221/000157322124000066/0001573221-24-000066-index.htm - Material Agreements TheRealReal, Inc. entered into Exchange Agreements with certain Noteholders valued at $135,000,000 (effective 2024-02-29). - Action: entry - Agreement: notes offering - Counterparty: certain Noteholders - Value: $135,000,000 - Effective: 2024-02-29 source text: On February 29, 2024 (the “Effective Date”), 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322124000066/0001573221-24-000066-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.