Item 1.01. Entry into a Material Definitive Agreement.

Indenture

On March 8, 2021, The RealReal, Inc. (the "Company") entered into an indenture (the "Indenture") by and among the Company and U.S. Bank National Association, as trustee, in connection with the sale by the Company of $250.0 million in aggregate principal amount of its 1.00% Convertible Senior Notes due 2028 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes will mature on March 1, 2028, unless earlier redeemed or repurchased by the Company or converted.

The Notes accrue interest at a rate of 1.00% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021. The initial conversion rate applicable to the Notes is 31.4465 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $31.80 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a "make-whole fundamental change" (as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

The Notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after March 5, 2025 if the last reported sale price per share of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Prior to December 1, 2027, the Notes will be convertible only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time until the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after December 1, 2027, holders may convert all or any portion of their Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Notes will be settled, at the Company's election, in cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock.

The Notes are unsecured and unsubordinated obligations of the Company and rank senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any existing and future unsecured indebtedness of the Company that is not so subordinated, including the Company's 3.00% Convertible Senior Notes Due 2025; be effectively subordinated in right of payment to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all future indebtedness and other liabilities of and obligations incurred by future subsidiaries of the Company (including trade payables).

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The following events are considered "events of default," which may result in the acceleration of the maturity of the Notes:





    (1)  the Company defaults in the payment of interest on any Note when the same
         becomes due and payable and such default continues for a period of 30
         consecutive days;




    (2)  the Company defaults in the payment of principal of any Note when the
         same becomes due and payable at maturity, upon optional redemption, upon
         any required repurchase, upon declaration of acceleration or otherwise;




    (3)  failure by the Company to comply with its obligation to convert the Notes
         upon exercise of a holder's conversion right, and such failure continues
         for three business days;




    (4)  failure by the Company to give a fundamental change notice or a notice of
         a specified corporate transaction at the time, in the manner, and with
         the contents under the Indenture in each case when due;




    (5)  failure by the Company to comply with its obligations under the Indenture
         with respect to consolidation, merger and sale of assets of the Company;




    (6)  failure by the Company for 60 days after written notice from the trustee
         or the holders of at least 25% in principal amount of the Notes then
         outstanding has been received to comply with any of our other agreements
         contained in the Notes or the Indenture;




    (7)  certain defaults by the Company or any of its future significant
         subsidiaries with respect to indebtedness for borrowed money of at least
         $20,000,000;




    (8)  a final judgments being rendered against the Company or any of its future
         significant subsidiaries for the payment of at least $20,000,000 (or its
         foreign currency equivalent) in the aggregate (excluding any amounts
         covered by insurance), which judgment is not discharged, bonded, paid,
         waived or stayed within 60 days after (i) the date on which the right to
         appeal thereof has expired if no such appeal has commenced, or (ii) the
         date on which all rights to appeal have been extinguished; and




    (9)  certain events of bankruptcy, insolvency, or reorganization of the
         Company or any of its future significant subsidiaries.
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



 Exhibit
   No.                                       Description

      4.1         Indenture dated March 8, 2021, between The RealReal, Inc. and U.S.
                Bank National Association as Trustee, including form of 1.00%
                Convertible Senior Note due 2028.

      4.2         Form of 1.00% Convertible Senior Note due 2028 (included in Exhibit
                4.1).

     10.1         Form of Base Capped Call Confirmation, dated March 8, 2021 between
                The RealReal, Inc. and each of the Counterparties.

      104       Cover Page Interactive Data File (the cover page XBRL tags are
                embedded within the inline XBRL document).

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