rent-20260430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number 001-40958

____________________________

RENT THE RUNWAY, INC.

____________________________

(Exact name of registrant as specified in its charter)


Delaware						80-0376379
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10 Jay Street Brooklyn, New York						11201
(Address of Principal Executive Offices)						(Zip Code)

(212) 524-6860

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

____________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	RENT	The Nasdaq Global Market

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 ☒ 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 33,586,429 shares of Class A common stock and 0 shares of Class B common stock as of May 29, 2026.

Table of Contents


		Page
Part I
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46

Part II
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	101
Item 3.	Defaults Upon Senior Securities	101
Item 4.	Mine Safety Disclosures	101
Item 5.	Other Information	101
Item 6.	Exhibits	103
	Signatures	104

Unless the context otherwise requires, we use the terms the “Company,” “RTR,” “Rent the Runway,” “we,” “us” and “our” in this Quarterly Report on Form 10-Q, or Quarterly Report, to refer to Rent the Runway, Inc. and, where appropriate, our consolidated subsidiaries.

Risk Factor Summary

Investing in our Class A common stock involves numerous risks, including the risks described in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully consider these risks before making an investment. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects.

•If we are unable to drive future growth or manage our growth effectively, our brand, Company culture, and financial performance may suffer.

•The global fashion industry is highly competitive and rapidly changing, and we may not be able to compete effectively.

•We rely on consumer discretionary spending and have been, and may in the future be, adversely affected by economic downturns and other macroeconomic conditions or trends and developments, including global trade policies and tariffs.

•Our continued growth depends on our ability to attract new, and retain existing, customers, which may fluctuate based on our level of investment and success in our marketing initiatives. If we are unable to cost-effectively grow our customer base, our business, financial condition and results of operations would be harmed.

•If we fail to retain customers, our business, financial condition, and results of operations would be harmed.

•If we are unable to acquire and manage our products effectively and plan for future expenses, our operating results could be adversely affected.

•Our use of AI may subject us to new or heightened legal, regulatory, ethical, operational or other challenges.

•Failure to successfully recruit a permanent CEO and CFO and manage these leadership transitions could materially adversely affect our business.

•We face risks arising from cost-cutting and restructuring of our operations, which could adversely affect our financial condition, results of operations, cash flows, or business reputation.

•We rely heavily on the effective operation of our proprietary technology systems and software, as well as those of our third-party vendors and service providers, for our business to effectively operate and to safeguard confidential information.

•Shipping and logistics are a critical part of our business and our supply chain and any changes or interruptions in shipping or logistics operations could adversely affect our operating results.

•We may fail to realize all of the anticipated benefits of the Recapitalization Transactions, or those benefits may be short-lived or insufficient for our future needs.

•Failure to manage our Board transition and related changes could materially adversely affect our business.

•In connection with the Recapitalization Transactions, we entered into a new credit agreement, which includes covenants that could restrict our operations or our ability to pursue growth strategies and initiatives, and failure to comply with these covenants could have a material adverse effect on our business, financial condition and results of operations.

•We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses in a timely manner, identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, our ability to comply with applicable laws and regulations and our access to the capital markets could be impaired.

•Our business is subject to a large number of U.S. and non-U.S. laws and regulations, many of which are evolving.

•We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets, and we could face criminal liability and other serious consequences for violations, which could harm our business.

•We rely on the experience and expertise of our senior management team, key technical and strategic employees and hourly personnel.

•Failure to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively.

•We are subject to rapidly changing and increasingly stringent laws and industry standards relating to data privacy, data security, data protection, and consumer protection. The restrictions, obligations, and costs imposed by these laws, or our actual or perceived failure to comply with them, could materially impair our ability to grow our business, negatively impact the results of our operations and subject us to liabilities that adversely affect our business, operations, and financial performance.

•We face risks associated with brand and manufacturing partners from whom our products are sourced or co-manufactured.

•We rely on third parties to provide payment processing infrastructure underlying our business. If these third-party providers become unavailable or unavailable on favorable terms, our business could be adversely affected.

•We depend on search engines, social media platforms, mobile application stores, content-based online advertising and other online sources to attract consumers to and promote our website and our mobile application, which may be affected by third-party interference beyond our control and, as we grow, our marketing and/or customer acquisition costs may rise.

•Any failure by us, our brand partners, or our third-party manufacturers to comply with our vendor code of conduct, product safety, labor, or other laws, or to provide safe factory conditions for their workers, may damage our reputation and brand, and harm our business.

•We face risks associated with our indebtedness and potential need for additional capital, including that new financing or restructuring or refinancing may not be available on acceptable terms or at all and that our operations may be adversely impacted by the covenants in our current debt agreement or future financing agreements.

•We are a “controlled company” within the meaning of the rules and listing standards of The Nasdaq Stock Market LLC (Nasdaq) and rely on exemptions from certain corporate governance requirements, which means that our stockholders do not have the same protections as those afforded to stockholders of companies that are not “controlled.” This could make our Class A common stock less attractive to investors or otherwise harm our stock price.

•We are currently noncompliant with Nasdaq Listing Rule 5605(c)(2)(A), which requires listed companies to have at least three audit committee members.

•Our share price may be volatile, and investors may be unable to sell their shares at or above the price they purchased them.

If we are unable to adequately address these and other risks we face, our business may be harmed.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aims,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements regarding the anticipated benefits of the Recapitalization Transactions, our future results of operations and financial position, industry and business trends, share-based compensation, business strategy and initiatives, including rental product acquisition, availability and quality initiatives, leadership transitions, AI initiatives, business plans, promotional and marketing strategy, impacts from our cost-savings initiatives, anticipated future expenditures, product acquisition expectations, compliance with our debt covenants, market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking 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, including, but not limited to, the important factors discussed in Part II, Item 1A, “Risk Factors” in this Quarterly Report for the quarter ended April 30, 2026. The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

Part I - Financial Information

Item 1. Financial Statements


			Page
Condensed Consolidated Balance Sheets - Unaudited as of April 30, 2026 and Audited as of January 31, 2026			5
Condensed Consolidated Statements of Operations - Unaudited for the three months ended April 30, 2026 and 2025			6
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - Unaudited for the three months ended April 30, 2026 and 2025			7
Condensed Consolidated Statements of Cash Flows - Unaudited for the three months ended April 30, 2026 and 2025			8
Notes to Condensed Consolidated Financial Statements
1. Business			10
2. Summary of Significant Accounting Policies			10
3. Liquidity			17
4. Leases - Lessee Accounting			18
5. Rental Product, Net			18
6. Long-Term Debt			19
7. Income Taxes			21
8. Accrued Expenses and Other Current Liabilities			21
9. Fair Value Measurements			22
10. Stockholders’ Equity			22
11. Share-based Compensation Plans			23
12. Net Loss per Share Attributable to Common Stockholders			27
13. Related Party Transactions			27
14. Commitments and Contingencies			27
15. Subsequent Events			29

Table of Contents


RENT THE RUNWAY, INC. Condensed Consolidated Balance Sheets

(In millions, except share and per share amounts, unaudited)


	April 30,		January 31,
	2026		2026
Assets
Current assets:
Cash and cash equivalents	$	37.1	$	50.4
Restricted cash, current	4.0		4.5
Prepaid expenses and other current assets	13.6		11.8
Total current assets	54.7		66.7
Restricted cash	4.2		4.2
Rental product, net	91.6		86.0
Fixed assets, net	23.3		24.0
Intangible assets, net	1.9		2.0
Operating lease right-of-use assets	28.4		29.3
Other assets	8.6		8.8
Total assets	$	212.7	$	221.0
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	13.4	$	9.9
Accrued expenses and other current liabilities	32.8		29.1
Deferred revenue	14.5		12.0
Customer credit and gift card liabilities	6.4		6.6
Operating lease liabilities	5.7		5.6
Total current liabilities	72.8		63.2
Long-term debt, net	157.1		156.6
Operating lease liabilities	34.3		35.7
Other liabilities	1.8		1.6
Total liabilities	266.0		257.1
Commitments and Contingencies (Note 14)
Stockholders’ equity (deficit)
Class A common stock, $0.001 par value; 300,000,000 shares authorized as of April 30, 2026 and January 31, 2026; 33,464,771 and 33,390,904 shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively	—		—
Class B common stock, $0.001 par value; 50,000,000 shares authorized as of April 30, 2026 and January 31, 2026; 0 shares issued and outstanding as of April 30, 2026 and January 31, 2026	—		—
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of April 30, 2026 and January 31, 2026; 0 shares issued and outstanding as of April 30, 2026 and January 31, 2026	—		—
Additional paid-in capital	1,066.0		1,064.3
Accumulated deficit	(1,119.3)		(1,100.4)
Total stockholders’ equity (deficit)	(53.3)		(36.1)
Total liabilities and stockholders’ equity (deficit)	$	212.7	$	221.0

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents


RENT THE RUNWAY, INC. Condensed Consolidated Statements of Operations

(In millions, except share and per share amounts, unaudited)


	Three Months Ended April 30,
	2026		2025
Revenue:
Subscription and Reserve rental revenue	$	77.7	$	62.0
Other revenue	12.2		7.6
Total revenue, net	89.9		69.6
Costs and expenses:
Fulfillment	23.6		20.4
Technology	9.4		9.6
Marketing	8.0		8.6
General and administrative	23.4		20.7
Rental product depreciation and revenue share	43.0		27.3
Other depreciation and amortization	2.2		2.7
Total costs and expenses	109.6		89.3
Operating loss	(19.7)		(19.7)
Interest income / (expense), net	(0.3)		(6.3)
Other income / (expense), net	1.1		0.1
Net loss before income tax benefit / (expense)	(18.9)		(25.9)
Income tax benefit / (expense)	—		(0.2)
Net loss	$	(18.9)	$	(26.1)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.57)	$	(6.26)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	33,423,930		4,168,053

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents


RENT THE RUNWAY, INC. Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(In millions, except share amounts, unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount
Balances as of January 31, 2026	33,390,904	$	—	$	1,064.3	$	(1,100.4)	$	(36.1)
Stock issued under stock incentive plan	28,509

SEC Form 10-Q filed by Rent the Runway Inc.