424B5 1 dp245139_424b5.htm FORM 424B5

Filed pursuant to Rule 424(b)(5)

Registration No. 333-279757

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 28, 2024)

RENT THE RUNWAY, INC.

Up to $40,000,000
Class A common stock

We have entered into an at-the-market sales agreement, or the Sales Agreement, with BTIG, LLC (the “Agent”), dated April 15, 2026, relating to the sale of shares of our Class A common stock, $0.001 par value per share, offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $40,000,000 from time to time through the Agent, acting as our sales agent.

As of April 14, 2026, the aggregate market value of our outstanding Class A common stock held by non-affiliates, or the public float, was $29,893,655, which was calculated based on 4,649,091 shares of our outstanding Class A common stock held by non-affiliates at a price of $6.43 per share, the closing price of our Class A common stock on February 24, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our Class A common stock held by non-affiliates in any 12-month period, or $9,964,551, so long as the aggregate market value of our Class A common stock held by non-affiliates is less than $75,000,000. During the prior 12-months as of the date of this prospectus supplement, we have sold no shares of our Class A common stock, leaving $9,964,551 that could be sold under this prospectus supplement.

Sales of shares of our Class A common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through The Nasdaq Global Market, or Nasdaq, or any other existing trading market for our Class A common stock, in block transactions, or as otherwise agreed upon by us and the Agent or any other method permitted by applicable law. The Agent is not required to sell any specific number or dollar amount of shares of our Class A common stock, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Agent will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the Sales Agreement. See “Plan of Distribution” beginning on page S-14 for additional information regarding the compensation to be paid to the Agent.

In connection with the sale of shares of our Class A common stock on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act.

Shares of our Class A common stock trade on Nasdaq under the symbol “RENT.” On April 14, 2026, the last sale price of our Class A common stock as reported on Nasdaq was $5.22 per share.

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement or any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities being offered by this prospectus supplement, or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

BTIG

The date of this prospectus supplement is April 15, 2026

About This Prospectus Supplement	S-i
Forward-Looking Statements	S-ii
Prospectus Supplement Summary	S-1
The Offering	S-3
Risk Factors	S-4
Use of Proceeds	S-8
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Class A Common Stock	S-9
Dividend Policy	S-13
Plan of Distribution	S-14
Legal Matters	S-16
Experts	S-16
Where You Can Find More Information	S-16
Incorporation of Certain Documents by Reference	S-17

ABOUT THIS PROSPECTUS	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	3
THE COMPANY	4
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF CAPITAL STOCK	8
DESCRIPTION OF DEBT SECURITIES	14
DESCRIPTION OF WARRANTS	21
DESCRIPTION OF PURCHASE CONTRACTS	22
GLOBAL SECURITIES	24
PLAN OF DISTRIBUTION	27
LEGAL MATTERS	29
EXPERTS	29

Issuer	Rent the Runway, Inc., a Delaware corporation.
Class A common stock offered by us	Class A common stock having an aggregate offering price of up to $40,000,000.
Shares of Class A common stock outstanding as April 2, 2026	4,649,091 shares.
Plan of Distribution	“At the market offering” that may be made from time to time through the Agent. See “Plan of Distribution.”
Use of Proceeds	We currently intend to use the net proceeds from this offering for general corporate purposes. See “Use of Proceeds.”
Nasdaq symbol	“RENT.”
Risk Factors	You should read the “Risk Factors” section of this prospectus supplement, as well as those risks and uncertainties identified in the documents incorporated by reference in this prospectus supplement or any applicable prospectus supplement, including our most recent Annual Report on Form 10-K and any subsequent reports that we file with the SEC, for a discussion of factors to consider carefully before deciding to purchase our Class A common stock.
Transfer Agent and Registrar	Equiniti Trust Company, LLC.

SEC Form 424B5 filed by Rent the Runway Inc.