Page 1

( Mark One ) р UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Washington ( State of incorporation ) Title of Each Class Common Stock , Par Value $ 0.001 to Commission file number 1-37745 RealNetworks , Inc. ( Exact name of registrant as specified in its charter ) 1501 First Avenue South , Suite 600 , Seattle , Washington , 98134 ( 206 ) 674-2700 ( Address of principal executive offices , zip telephone number ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) per share Preferred Share Purchase Rights 91-1628146 ( I.R.S. Employer Identification Number ) RNWK RNWK Name of Each Exchange on Which Registered The NASDAQ Stock Market The NASDAQ Stock Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No p Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act Yes No þ Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes p No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes þ No " Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer p Accelerated filer Smaller reporting company p Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . " The number of shares of the registrant's common stock outstanding as of March 1 , 2021 was 38,525,790 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No p Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ¨ The aggregate market value of the common stock held by non - affiliates of the registrant was $ 31 million on June 30 , 2020 , based on the closing price of the common stock on that date , as reported on the Nasdaq Global Select Market . Shares held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates . In the case of 10 % or greater shareholders , we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our company . This determination of affiliate status is not necessarily a conclusive determination for other purposes . DOCUMENTS INCORPORATED BY REFERENCE The registrant has incorporated by reference the information required by Part III of this Annual Report from its Proxy Statement relating Shareholders or an amendment to this Form 10 - K , to be filed within 120 days after the end of its fiscal year ended December 31 , 2020 . its 2021 Annual Meeting of