TheRealReal, Inc.

We calculate Adjusted EBITDA as net income (loss) before interest income, interest expense, provision (benefit) for income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, employer payroll tax expense on employee stock transactions, legal settlement charges, restructuring, gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Non-GAAP net loss per share attributable to common stockholders, basic and diluted is a non-GAAP financial measure that is calculated as GAAP net loss plus stock-based compensation expense, provision (benefit) for income taxes, payroll tax expenses on employee stock transactions, legal settlement charges, gain on extinguishment of debt, change in fair value of warrant liabilities and restructuring and other expenses divided by weighted average 3 shares outstanding.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

The gain on extinguishment of debt for the nine months ended September 30, 2024 reflects the difference between the carrying value of the 2024 Exchanged Notes and the fair value of the 2029 Notes.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Significant items subject to such estimates and assumptions include those related to revenue recognition, including the returns reserve, standalone selling price related to consignment revenue transactions, valuation of inventory, software development costs, stock-based compensation, fair value of warrant liability, initial fair value of non-convertible notes issued in the 2024 Note Exchange (see Note 6 Non-convertible Notes, Net), initial fair value of convertible notes issued in the 2025 Note Exchanges (see Note 7 Convertible Senior Notes, Net), incremental borrowing rates related to lease liability, valuation of deferred taxes, and other contingencies.

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings.

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

The two-class method requires income (loss) available or attributable to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

Through execution against our strategic pillars unlock supply through our growth playbook, drive operational efficiency, and obsess over service we are changing the way people shop.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Levesque continued, Going forward, we see an opportunity to continue to build trust with our sellers and improve the customer experience through deeper consignor relationships, enhanced tools and insights, and ongoing AI initiatives.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

These statements include, but are not limited to, statements about future operating and financial results, including our strategies, plans, commitments, objectives and goals, in particular in the context of the recent geopolitical events, and uncertainty surrounding macro-economic trends, financial guidance, anticipated growth in 2025, the anticipated impact of generative AI, and financial targets, goals and projections.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans, objectives of management for future operations, long term operating expenses, the opening of additional retail stores in the future, the development of our automation technology and expectations for capital requirements, are forward-looking statements.

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

com Forward Looking Statements This press release contains forward-looking statements relating to, among other things, the future performance of The RealReal that are based on the company's current expectations, forecasts and assumptions and involve risks and uncertainties.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

These statements include, but are not limited to, statements about future operating and financial results, including our strategies, plans, commitments, objectives and goals, in particular in the context of the recent geopolitical events, and uncertainty surrounding macro-economic trends, financial guidance, anticipated growth in 2025, the anticipated impact of generative AI, and financial targets, goals and projections.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Other factors that could cause or contribute to such differences include, but are not limited to, inflation, macroeconomic uncertainty, geopolitical instability, any failure to generate a supply of consigned goods, pricing pressure on the consignment market resulting from discounting in the market for new goods, failure to efficiently and effectively operate our merchandising and fulfillment operations, labor shortages and other reasons.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Legal Proceedings 42 Item 1A.

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled Risk Factors included under Part II, Item 1A below and elsewhere in this Quarterly Report on Form 10-Q, as well as in our other filings with the Securities and Exchange Commission (SEC).

SEC original ↗TheRealReal, Inc. — 10-Q Quarterly report10-QOct 29, 2026

Revenue — prior quarter passage and this quarter's passage are both cited.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Consignment revenue — prior quarter passage and this quarter's passage are both cited.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Total revenue — prior quarter passage and this quarter's passage are both cited.

SEC original ↗TheRealReal, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025