Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm

On May 26, 2020, the Audit Committee of the Board of Directors of RealNetworks, Inc. (the "Company"), approved the dismissal of KPMG LLP ("KPMG") as RealNetworks' independent registered public accounting firm effective as of that date.

KPMG's reports on the consolidated financial statements of RealNetworks for its fiscal years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that:



•      KPMG's report on the consolidated financial statements of RealNetworks,
       Inc. as of December 31, 2019 and for each of the years in the two-year
       period ended December 31, 2019, contained separate paragraphs that stated:

"The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and anticipates negative operating cash flows that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty."

"As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Codification Topic 842 - Leases."



•      KPMG's report on the consolidated financial statements of RealNetworks,
       Inc. as of December 31, 2018 and for each of the years in the three-year
       period ended December 31, 2018 contained a separate paragraph that stated:

"As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue from contracts with customers in 2018 due to the adoption of Accounting Standards Codification Topic 606 - Revenue from Contracts with Customers."

During the two fiscal years ended December 31, 2019 and 2018 and the subsequent interim period from January 1, 2020 through May 26, 2020, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the RealNetworks consolidated financial statements for such periods, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

RealNetworks has provided KPMG with the disclosures under this Item 4.01(a), and has requested that KPMG furnish RealNetworks with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Item 4.01(a) and, if not, stating the respects in which it does not agree. KPMG's letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On May 26, 2020, the Audit Committee of the RealNetworks Board of Directors approved, effective immediately, the appointment of BDO USA, LLP ("BDO") as RealNetworks' new independent registered public accounting firm.

During the two fiscal years ended December 31, 2019 and 2018, and the subsequent interim period from January 1, 2020 through May 26, 2020, neither RealNetworks nor anyone acting on its behalf consulted with BDO regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any "reportable event" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.     Description

    16.1          Letter from KPMG LLP to the Securities and Exchange Commission
                dated May 29, 2020

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