UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12


	RENT THE RUNWAY, INC.
	(Name of registrant as specified in its charter)

	(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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RENT THE RUNWAY

10 Jay Street

Brooklyn, NY 11201

May [ ], 2026

To our stockholders:

I am pleased to invite you to attend Rent the Runway, Inc.’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, July 14, 2026 at 8:30 a.m., Eastern Time. Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote. Voting instructions can be found on page 5 of the proxy statement.

On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Rent the Runway.

Sincerely,

Dhiren Fonseca

Executive Chairman

Rent the Runway, Inc.

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Notice of 2026 Annual

Meeting of Stockholders

Date: July 14, 2026

Time: 8:30 a.m. Eastern Time

Place: www.virtualshareholdermeeting.com/RENT2026

Record Date: May 20, 2026

Meeting Agenda:

1)	Elect Teri Bariquit and Daniel Rosensweig as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;

2)	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027;

Approve the amendment and restatement of our Twelfth Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to eliminate the 50,000,000 authorized shares of Class B common stock, none of which are currently outstanding, in the form attached hereto as Annex B-1 (the “Class B Stock Elimination Proposal”);

4)	Approve the amendment and restatement of the Charter to eliminate the 10,000,000 authorized shares of preferred stock, none of which are currently outstanding, in the form attached hereto as Annex B-2 (the “Preferred Stock Elimination Proposal”);

5)	Approve the amendment and restatement of the Charter to eliminate supermajority voting provisions in the form attached hereto as Annex B-3 (the “Supermajority Voting Elimination Proposal”);

6)	Approve the amendment and restatement of the Charter to implement quorum requirement for meetings of the Board of Directors in the form attached hereto as Annex B-4 (the “Board Quorum Proposal”);

7)	Approve the amendment and restatement of the Charter to permit stockholders holding at least 40% of the voting power of all of the then-outstanding Common Stock to call special meetings of stockholders of the Company in the form attached hereto as Annex B-5 (the “Special Meeting Proposal”);

8)	Approve the amendment and restatement of the Charter to eliminate the prohibition against stockholders acting by written consent in the form attached hereto as Annex B-6 (the “Written Consent Proposal”);

9)	Approve the amendment and restatement of the Charter to limit liability of officers as permitted by law in the form attached hereto as Annex B-7 (the “Officer Exculpation Proposal”);

10)	Approve the amendment and restatement of the Charter to provide for certain board designation rights and make certain other conforming changes consistent with the Investor Rights Agreement (as defined herein) in the form attached hereto as Annex B-8 (the “Board Designation Rights Proposal”);

11)	Approve the amendment and restatement of the Charter to revise certain corporate opportunity provisions, including limiting the definition of “Exempt Person” to designated directors of STORY3 and

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Nexus rather than all directors, and eliminating the provision that no director shall be liable to the Company, its subsidiaries, or its stockholders for breach of any duty relating to compliance with such corporate opportunity provisions in the form attached hereto as Annex B-9 (the “Corporate Opportunity Proposal” and, along with the Class B Stock Elimination Proposal, the Preferred Stock Elimination Proposal, the Supermajority Voting Elimination Proposal, the Board Quorum Proposal, the Special Meeting Proposal, the Written Consent Proposal, the Officer Exculpation Proposal and the Board Designation Rights Proposal, the “Charter Amendment Proposals”);

12)

Approve the First Amendment (the “First Amendment”) to the Second Amended and Restated 2021 Incentive Award Plan (the “2021 Plan” and as amended by the First Amendment, the “Amended Plan”) to increase the maximum number of shares of Class A common stock authorized for issuance under the 2021 Plan by 3,899,439 to 10,171,225 (the “Plan Amendment Proposal”); and

13)	Transact any other business that may properly come before the Annual Meeting.

Holders of record of our outstanding shares of Class A common stock at the close of business on May 20, 2026, are entitled to notice of and to vote at the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Annual Meeting for a purpose relevant to the meeting by sending an email to investors@renttherunway.com and stating the purpose of the request and providing proof of ownership of Rent the Runway stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued, adjourned or postponed from time to time without notice other than by announcement at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and to submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or other nominee and you wish to vote during the Annual Meeting, you must follow the instructions from such broker, bank, trustee, or other nominee.

Cara Schembri

Chief Legal & Administrative Officer

May [ ], 2026

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on July 14, 2026: The proxy statement and the annual report to stockholders are available at www.proxyvote.com.

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	Proxy Overview			1
	About Rent the Runway			3
	Fiscal Year 2025 Business Highlights			3
	Corporate Governance			4
	Voting and Meeting Information			5
	The Board and Corporate Governance			10
	Recapitalization Transactions & Recent Events			10
	Board Leadership Structure			10
	Board Diversity			11
	Board Oversight of Risk			11
	Board Meetings			11
	Board Committees			12
	Code of Conduct			14
	Compensation Committee Interlocks and Insider Participation			14
	Director Nomination Process			14
	Investor Rights Agreement			15
	Communications with the Board			16
	Policy for Recovery of Erroneously Awarded Compensation			16
	Insider Trading Policy			16
	Director Compensation			17
	Proposal No. 1 – Election of Directors			20
	Information About Board Nominees and Continuing Directors			21
	Nominees to Our Board of Directors - Class II Directors			21
	Class III Director Whose Term Expires at the 2027 Annual Meeting			22
	Class I Directors Whose Terms Expire at the 2028 Annual Meeting			22
	Audit Committee Report			23
	Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm			24
	Fees and Services			24
	Pre-Approval Policies and Procedures			25
	Introduction to Proposals 3 through 10			26
	Proposal No. 3 – The Class B Stock Elimination Proposal			27
	Proposal No. 4 – The Preferred Stock Elimination Proposal			28
	Proposal No. 5 – The Supermajority Voting Elimination Proposal			29
	Proposal No. 6 – The Board Quorum Proposal			30
	Proposal No. 7 – The Special Meeting Proposal			31
	Proposal No. 8 – The Written Consent Proposal			32
	Proposal No. 9 – The Officer Exculpation Proposal			33
	Proposal No. 10 – The Board Designation Rights Proposal			34
	Proposal No. 11 – The Corporate Opportunity Proposal			35
	Proposal No. 12 - The Plan Amendment Proposal			36
	Executive Officers			45
	Executive Compensation			46

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Proxy Overview

This overview does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “RTR,” “Rent the Runway” and the “Company” refer to Rent the Runway, Inc. and its subsidiary and (ii) “stockholders” refers to holders of our Class A common stock.

This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended January 31, 2026 (the “2025 Annual Report”) will be released on or about May [ ], 2026 to our stockholders on the Record Date. On the same date, we will initiate mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Meeting Date: July 14, 2026

Record Date: May 20, 2026

Meeting Time: 8:30 a.m. Eastern Time

Virtual Meeting Only: www.virtualshareholdermeeting.com/RENT2026

Agenda:


	Proposal	Board Recommendation	Reference Page
Proposal 1	The election of Teri Bariquit and Daniel Rosensweig as Class II directors	For all nominees	20
Proposal 2	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027	For	24
Proposal 3	The approval of the amendment and restatement of our Certificate of Incorporation to eliminate the 50,000,000 authorized shares of Class B common stock, none of which are currently outstanding (the “Class B Stock Elimination Proposal”)	For	27
Proposal 4	The approval of the amendment and restatement of our Certificate of Incorporation to eliminate the 10,000,000 authorized shares of preferred stock, none of which are currently outstanding (the “Preferred Stock Elimination Proposal”)	For	28
Proposal 5	The approval of the amendment and restatement of our Certificate of Incorporation to eliminate supermajority voting provisions (the “Supermajority Voting Elimination Proposal”)	For	29
Proposal 6	The approval of the amendment and restatement of our Certificate of Incorporation to implement quorum requirement for meetings of the Board of Directors (the “Board Quorum Proposal”)	For	30

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	Proposal	Board Recommendation	Reference Page
Proposal 7	The approval of the amendment and restatement of our Certificate of Incorporation to permit stockholders holding at least 40% of the voting power of all of the then-outstanding Common Stock to call special meetings of stockholders of the Company (the “Special Meeting Proposal”)	For	31
Proposal 8	The approval of the amendment and restatement of our Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent (the “Written Consent Proposal”)	For	32
Proposal 9	The approval of the amendment and restatement of our Certificate of Incorporation to limit liability of officers as permitted by law (the “Officer Exculpation Proposal”)	For	33
Proposal 10	The approval of the amendment and restatement of our Certificate of Incorporation for certain board designation rights and to make certain other conforming changes consistent with the Investor Rights Agreement (the “Board Designation Rights Proposal”)	For	34
Proposal 11	The approval of the amendment and restatement of our Certificate of Incorporation to revise certain corporate opportunity provisions, including limiting the definition of “Exempt Person” to designated directors of STORY3 and Nexus rather than all directors, and eliminating the provision that no director shall be liable to the Company, its subsidiaries, or its stockholders for breach of any duty relating to compliance with such corporate opportunity provisions (the “Corporate Opportunity Proposal”);	For	35
Proposal 12	Approve the First Amendment (the “First Amendment”) to the Second Amended and Restated 2021 Incentive Award Plan (the “2021 Plan” and as amended by the First Amendment, the “Amended Plan”) to increase the maximum number of shares of Class A common stock authorized for issuance under the 2021 Plan by 3,899,439 to 10,171,225 (the “Plan Amendment Proposal”)	For	36

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About Rent the Runway

Our mission is to power women to feel their best every day.

We give customers ongoing access to our “unlimited closet” — with thousands of styles by hundreds of designer brands — through our Subscription offering or the ability to rent a-la-carte through our Reserve offering. We also give our subscribers and customers the ability to buy our products through our Resale offering, which offers customers pre-loved styles from our closet at a discount to retail price, up to 90% off of designer retail value. These offerings allow us to engage and serve our subscribers and customers across diverse use cases from everyday life to special occasions. We have served approximately 3.5 million lifetime customers across all of our offerings, and we had 183,552 ending total subscribers¹ (active and paused) as of January 31, 2026. We had 143,796 Active Subscribers² as of January 31, 2026. The majority of our revenue is highly recurring and is generated by our subscribers. For both the years ended January 31, 2026 and 2025, 90% and 88% of our total revenue (including Reserve and Resale revenue) was generated by subscribers while they were active or paused.

We have created a two-sided discovery engine: customers find new brands they love and brand partners find new customers they need. For customers, we unlock freedom of self-expression through access to our “Unlimited Closet” that has a constantly rotating supply of styles for all occasions, seasons, moods and price points. This leads to deep engagement with our platform as customers discover new brands they love. Brand partners are able to tap into our large, engaged community to discover new customers and get unparalleled data insights. All of this helps them grow their businesses and encourages them to partner more closely with us over time.

Fiscal Year 2025 Business Highlights

We have achieved the following operating and financial results for the years ended January 31, 2026 and 2025, respectively:

•	Revenue was $329.8 million and $306.2 million, respectively, representing 7.7% growth year-over-year;

•	143,796 and 119,778 ending Active Subscribers, respectively, representing a change of 20.1% year-over-year;

•	143,558 and 132,574 Average Active Subscribers³, respectively, representing a change of 8.3% year-over-year;

•	183,552 and 164,004 ending Total Subscribers (including paused subscribers), respectively, representing a change of 11.9% year-over-year;

•	Gross Profit was $107.5 million and $115.9 million, respectively, representing a gross margin of 32.6% and 37.9%, respectively;

•	Net Income (Loss) was $22.6 million and $(69.9) million, respectively. Net Income (Loss) as a percentage of revenue was 6.9% and (22.8)%, respectively, and included $0.2 million of restructuring and related charges for the year ended January 31, 2025;

•	Adjusted EBITDA was $24.9 million and $46.9 million, respectively, representing an Adjusted EBITDA margin of 7.6% and 15.3%, respectively;

•	Net cash (used in) provided by operating activities was $3.5 million and $12.9 million, and net cash used in investing activities was $(49.5) million and $(20.1) million, respectively;

•	Net cash (used in) provided by financing activities was $18.6 million and $(0.3) million, respectively;

•	Net cash (used in) provided by operating activities as a percentage of revenue was 1.1% and 4.2% and net cash used in investing activities as a percentage of revenue was (15.0)% and (6.6)%, respectively; and

•	Cash and Cash Equivalents was $50.4 million and $77.4 million, respectively.

1	Ending Total Subscribers represents the number of subscribers with an active or paused membership as of the last day of the period and excludes subscribers who had an active or paused subscription during the period, but ended their subscription prior to the last day of the fiscal period.

2	Active Subscribers is defined as ending Total Subscribers as of period end, excluding paused subscribers.

3	Average Active Subscribers represents the mean of the beginning of quarter and end of quarter Active Subscribers for a quarterly period; and for other periods, represents the mean of the Average Active Subscribers of every quarter within that period.

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Recapitalization Transactions

On October 28, 2025 (the “Recapitalization Date”), we completed recapitalization transactions to enhance our financial position and financial flexibility by significantly reducing our existing indebtedness, improving our borrowing rate and extending the maturity of our remaining indebtedness (the “Recapitalization Transactions”). Upon the closing of the Recapitalization Transactions, we entered into an amended and restated credit agreement (the “New Credit Agreement”), by and among the Company, as borrower, CHS (US) Management LLC, as administrative agent (the “Agent”), and CHS US Investments LLC (“Lender”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC, as lenders (“STORY3” and, collectively with Lender and Nexus, the “Investor Group”). The Lender exchanged $100 million of existing outstanding indebtedness on a dollar-for-dollar cashless basis for new term loans under the New Credit Agreement and exchanged the remaining indebtedness for 26,175,193 newly issued shares of our Class A common stock pursuant to the exchange agreement dated August 20, 2025 (the “Exchange Agreement”). The Investor Group also provided an additional $20 million of new term loans under the New Credit Agreement, resulting in a total aggregate principal amount of $120 million. Our minimum liquidity maintenance covenant was also reduced from $30 million to $15 million until February 20, 2027 prior to its removal pursuant to the First Amendment to the New Credit Agreement on January 28, 2026 (the “First Amendment”). We also received $12.5 million in proceeds from a concurrent rights offering. On April 1, 2026, the Company entered into the Second Amendment to the New Credit Agreement. The Second Amendment provides the Company with the ability to capitalize interest in lieu of cash payments until May 3, 2027.

In connection with the Recapitalization Transactions, there were changes to our corporate governance structure and Board leadership, as further described below.

Corporate Governance

Key Highlights

As a result of the Recapitalization Transactions described above, our Lender and its affiliates control a majority of the voting power of our outstanding Class A common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

•	are not required to have a board that is composed of a majority of “independent directors,” as defined under the rules and listing standards of Nasdaq;

•	are not required to have a compensation committee that is composed entirely of independent directors or have a written charter addressing the committee’s purpose and responsibilities; and

•

are not required to have director nominations be made by or recommended to the full board of directors, by its independent directors, or by a nominations committee that is composed entirely of independent directors, or to adopt a written charter or a board resolution addressing the nominations process.

We utilize, and intend to continue to utilize, certain of these exemptions. Following the Recapitalization Transactions, we do not have a compensation committee or a nominating and corporate governance committee, and do not have a board that is composed of a majority of independent directors.

We believe that our current corporate governance practices are appropriately tailored to our business and promote the long-term interests of our stockholders. Key corporate governance practices include:

•	Board composed of sophisticated, engaged directors with diverse relevant expertise

•	Board and Audit Committee with an active role in risk management oversight

•	Robust code of conduct applicable to directors, officers, and employees

•	Periodic reviews of our corporate governance structure, including but not limited to, governance documents such as our corporate governance guidelines and code of conduct, to ensure they are appropriate for a company of our stage of development and capital structure

•	Policy of no pledging of RTR shares without prior Board of Directors approval and no hedging of RTR shares for current employees and directors

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Voting and Meeting Information

What is the purpose of this proxy statement?

We are sending you this proxy statement because the Board of Directors of Rent the Runway is inviting you to vote (by soliciting your proxy) at our Annual Meeting of Stockholders on July 14, 2026 at 8:30 a.m., Eastern Time. This proxy statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this proxy statement.

Who is entitled to vote at the Annual Meeting?

Stockholders as of the close of business on May 20, 2026, the record date, are entitled to attend and vote at the Annual Meeting. There were approximately 33,483,382 shares of Class A common stock outstanding on May 20, 2026 entitled to vote.

The meeting webcast will begin promptly at 8:30 a.m., Eastern Time, and will be accessible at www.virtualshareholdermeeting.com/RENT2026. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

How many votes per share do I have?

Each share of our Class A common stock has one vote per share.

How do I vote in advance of the meeting?

If, on May 20, 2026, your Rent the Runway shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record, and you can vote your shares in one of two ways: either by proxy or during the virtual Annual Meeting electronically.

If, on May 20, 2026, your shares were held in “street name” through a broker, bank, trustee or other nominee, you will receive instructions on how to vote from the broker, bank, trustee or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain brokers, banks, trustees and other nominees. If your shares are held in “street name,” you may visit www.proxyvote.com and enter the 16-digit control number included in the Internet Notice or voting instruction card provided to you by your broker, bank, trustee or other nominee. If you hold your shares in street name and you did not receive a 16-digit control number, you may need to log in to your broker’s, bank’s, trustee’s or other nominee’s website to access the meeting and vote. Instructions should also be provided on the Internet Notice or voting instruction card provided by your broker, bank, trustee or other nominee.


	If you choose to vote by proxy, you may do so:
	By Internet			You can vote over the internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
	By Telephone			You can vote by telephone by calling toll-free 1-800-690-6903 and following the instructions on the Internet Notice or proxy card; or
	By Mail			You can vote by mail by signing, dating, and mailing the proxy card (if you received one by mail) to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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Can I ask questions at the Annual Meeting?

In order to ensure stockholders are afforded the same rights and opportunities to participate in the Annual Meeting as an in-person meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during the meeting that are pertinent to the Company and the meeting matters. Only stockholders of record as of the record date for the Annual Meeting and their proxy holders who have logged in using a 16-digit control number may submit questions.

You will be able to ask questions by joining the virtual Annual Meeting at www.virtualshareholdermeeting.com/RENT2026 and typing your question in the box in the Annual Meeting portal.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask that you limit your remarks to one brief question that is relevant to the Annual Meeting or Rent the Runway’s business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by Rent the Runway’s management with a representative question read aloud and answered. In addition, questions may be deemed to be out of order if they are, among other things, irrelevant to our business, repetitious of statements already made, or in furtherance of the speaker’s own personal, political, or business interests. Questions will be addressed in the Q&A portion of the Annual Meeting.

What if I need technical assistance accessing or participating in the virtual Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log in page. Technical support will be available starting at 8:15 a.m. Eastern Time on July 14, 2026.

What is the deadline for voting?

If you are a stockholder of record, your ability to vote by proxy by internet or telephone will end at 11:59 p.m. Eastern Time on July 13, 2026. If you prefer to vote by mail, you should complete and return the proxy card as soon as possible. You will also be able to vote by attending and voting at the virtual Annual Meeting on July 14, 2026. However, we recommend that you submit your proxy in advance in the event your plans change or you are unable to attend the Annual Meeting.

If your Rent the Runway shares are held in an account with a broker, bank, trustee, or nominee, you should vote in accordance with the instructions from your broker, bank, trustee, or nominee.

What happens if I do not vote?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet, or online during the meeting, your shares will not be voted.

If your Rent the Runway shares are held in an account with a broker, bank, trustee or other nominee, and you do not instruct your broker, bank, trustee or other nominee how to vote your shares, your broker, bank, trustee or other nominee may still be able to vote your shares in its discretion. In this regard, brokers and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered under applicable exchange rules to be “routine,” but not with respect to “non-routine” matters. Each of Proposal No. 1 (the Election of Directors), Proposal Nos. 3 - 10 (the Charter Amendment Proposals), and Proposal No. 11 (the Plan Amendment Proposal) are considered to be “non-routine” under applicable exchange rules, meaning that your broker may not vote your shares on this proposal in the absence of your voting instructions, which would result in a “broker non-vote.” Proposal No. 2 (the Ratification of Auditors), however, is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 2. Please instruct your broker, bank, trustee, or other nominee to ensure that your vote will be counted.

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What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of our auditors, any of the Charter Amendment Proposals, or the Plan Amendment Proposal, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of our auditors or the Plan Amendment Proposal and count as a vote against each of the Charter Amendment Proposals.

What if I return a proxy card but do not make specific choices?

If you submit a properly signed proxy card but do not provide any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors, which are indicated above and with each proposal in this proxy statement. We know of no other business that will be presented at the Annual Meeting. However, if any other matter is properly presented at the meeting, the persons named as proxies will vote your shares using his or her best judgment.

Can I change my vote or revoke my proxy?

Yes. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you may change your vote or revoke your proxy at any time prior to the final vote at the virtual Annual Meeting by:

•	providing a new proxy bearing a later date (which automatically revokes the earlier proxy) by internet, telephone, or mail (and until the applicable deadline for each method);

•	submitting written notice of revocation to the Secretary of the Company prior to the Annual Meeting; or

•	attending and voting at the virtual Annual Meeting.

Your most recent proxy submitted by proxy card, internet, or telephone is the one that will count. Your attendance at the virtual Annual Meeting by itself will not revoke your proxy if you do not also vote at the virtual Annual Meeting.

If you hold shares in an account with a broker, bank, trustee, or nominee, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee in accordance with the instructions they provide to you. If you have obtained a valid proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, you may change your vote by attending the virtual Annual Meeting and voting.

How many votes are required to approve each proposal?


Proposal	Vote Required for Approval	Effect of Votes Withheld or Abstentions, as applicable	Effect of Broker Non-Votes*
1. Election of Directors	Directors are elected by a plurality of the votes cast.	No effect	No effect
2. Ratification of Auditors	Decided by the affirmative vote of the holders of a majority of votes cast.	No effect	Not applicable. Brokers may vote the shares if not instructed by the beneficial owner, as this matter is considered “routine.” Therefore, we would not expect broker non-votes to result from this proposal
3. The Class B Stock Elimination Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against

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Proposal	Vote Required for Approval	Effect of Votes Withheld or Abstentions, as applicable	Effect of Broker Non-Votes*
4. The Preferred Stock Elimination Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
5. The Supermajority Voting Elimination Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
6. The Board Quorum Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
7. The Special Meeting Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
8. The Written Consent Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
9. The Officer Exculpation Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
10. The Board Designation Rights Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
11. The Corporate Opportunity Proposal	Decided by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote thereon.	Against	Against
12. The Plan Amendment Proposal	Decided by the affirmative vote of the holders of a majority of votes cast.	No effect	No effect

*A “broker non-vote” occurs when a beneficial owner of shares held by a broker, bank, trustee or other nominee does not give voting instructions to his or her broker or other securities intermediary as to how to vote on matters deemed to be “non-routine” and, as a result, the broker or other securities intermediary may not vote the shares on those matters.

Who will count the votes?

A representative of Broadridge Financial Services, Inc. will tabulate the votes and act as inspector of election.

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What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting of the holders of a majority of the voting power of outstanding shares of capital stock entitled to vote at the Annual Meeting, present electronically or represented by proxy, will constitute a quorum. If a quorum is not present, we will not be able to conduct any business, and the Annual Meeting will be adjourned, or postponed, by the chairperson of the meeting for a later date. Instructions to “withhold” authority to vote in the election of directors, abstentions, and broker non-votes will be counted as present for determining whether or not a quorum is present.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and will report the final voting results in a current report on Form 8-K within four business days of the Annual Meeting.

Who pays for the proxy solicitation expenses?

We are soliciting proxies on behalf of our Board of Directors and will pay the related costs. As part of this process, we reimburse brokers and other custodians, nominees, and fiduciaries for their out-of-pocket expenses for forwarding proxy materials to our stockholders. Our directors, officers, and employees may also solicit proxies in person, by telephone, or by other means of communication, and will not receive any additional compensation for soliciting proxies.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, it means you hold your shares in more than one name or account. In order to vote all of your shares, you should sign and return all of the proxy cards you receive or follow the instructions for any alternative voting procedures on the proxy cards or the Internet Notices you receive.

How do I obtain a separate set of proxy materials or request a single set for my household?

We have adopted a practice approved by the Securities and Exchange Commission (the “SEC”) called “householding.” This means that stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees, and the environmental impact. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card.

If you prefer to receive a separate set of proxy materials or if you currently receive multiple copies and would like to request “householding” of your communications, please contact Broadridge by phone at 1 (866) 540-7095 or by mail to Broadridge, Householding Department, 51 Mercedes Way, Edgewod, New York 11717. If any stockholders in your household would like to receive a separate annual report or proxy statement, please send an email to investors@renttherunway.com. We will strive to promptly address your request.

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The Board and Corporate Governance

Recapitalization Transactions & Recent Events

In connection with the Recapitalization Transactions described above, Lender, Nexus, STORY3, Jennifer Y. Hyman, the former Chief Executive Officer of the Company, and certain other parties are party to an investor rights agreement, dated August 20, 2025 (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement and the Exchange Agreement, the Company and Lender agreed to take all commercially reasonable actions as may be necessary to cause, as of the closing of the Recapitalization Transactions, the board of directors of the Company (the “Board”) to consist of seven members, including Jennifer Hyman, a director selected by Ms. Hyman and approved by the Investor Group, a director designated by Nexus, a director designated by STORY3 and three directors designated by the Board (such three directors, the “Investor Directors”).

On August 20, 2025, Tim Bixby, Jennifer Fleiss, Scott Friend, Beth Kaplan, Daniel Rosensweig and Michael Roth tendered their resignation from the Board and all committees on which they serve, contingent upon the consummation of the Recapitalization Transactions and the Board accepting such resignations, to be effective upon acceptance (the “Resignations”). On October 28, 2025, the Board accepted the Resignations, effective immediately. The Resignations were not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, and were tendered solely to facilitate the Recapitalization Transactions and reconstitute the Board pursuant to the terms of the Exchange Agreement and Investor Rights Agreement, as described above. Gwyneth Paltrow voluntarily resigned from the Board on August 19, 2025.

On October 28, 2025, the Board appointed Teri Bariquit, Peter Comisar, Dhiren Fonseca, Damian Giangiacomo and Daniel Rosensweig to serve as directors pursuant to the Exchange Agreement and the Investor Rights Agreement, effective immediately. Mr. Comisar and Mr. Giangiacomo were appointed to serve as Class I directors, Ms. Bariquit and Mr. Rosensweig were appointed to serve as Class II directors and Mr. Fonseca was appointed to serve as a Class III director, with Ms. Hyman remaining on the Board as a Class III director. Upon the closing of the Recapitalization Transactions, the Board consisted of six directors. The Investor Group has advised the Company that it is continuing to use commercially reasonable efforts to identify and designate a third Investor Director to the Board. Concurrently with their appointments to the Board, Mr. Giangiacomo and Mr. Rosensweig were appointed to the Audit Committee, and Mr. Fonseca was appointed to serve as Executive Chair of the Board.

On May 12, 2026, Jennifer Hyman resigned as Chief Executive Officer and President of the Company and as a member of the Board, effective as of May 15, 2026 (the “Separation Date”). In connection with Ms. Hyman’s resignation, the Company entered into a side letter agreement (the “Side Letter”) with Ms. Hyman and her affiliates (the “Hyman Group”) pursuant to which, among other things, the Hyman Group agreed to terminate any and all of their respective rights under the Investor Rights Agreement, including rights to designate a director and a board observer to the Board. Ms. Bariquit was appointed as interim CEO and President effective as of the Separation Date and the Company plans to conduct a search for a permanent CEO and President.

Board Leadership Structure

Dhiren Fonseca is the Executive Chairman of our Board of Directors and Ms. Bariquit is our interim Chief Executive Officer and President. Our Board of Directors believes that our current leadership structure provides us with effective leadership and is in the best interest of us and our stockholders. Ms. Bariquit is a veteran fashion retail executive and advisor recognized for her leadership in large-scale enterprise transformation, technology enablement, and business turnaround initiatives. Her strategic vision and in-depth knowledge of our industry makes her well qualified to serve as our interim Chief Executive Officer and President until the Board appoints a permanent Chief Executive Officer and President to succeed Ms. Hyman. Mr. Fonseca is a seasoned business

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leader with a distinguished track record of scaling high-growth technology and consumer companies. His extensive experience spans private equity, travel, and digital commerce, which the Board believes make him uniquely positioned to guide Rent the Runway as it continues to innovate its platform, deepen its supplier relationships, and explore strategic partnerships.

We believe having separate CEO and executive chairman positions is appropriate in light of our capital structure following the Recapitalization Transactions and the Investor Rights Agreement.

Our corporate governance guidelines provide the flexibility for our Board of Directors to modify our leadership structure in the future in a manner that it believes is in the best interest of the Company. The Board of Directors will continue to evaluate our leadership structure periodically and make changes in the future as it deems appropriate. The Board of Directors also believes that its approach to risk oversight, as more fully discussed below in “Board Oversight of Risk,” helps ensure that the Board of Directors is able to effectively perform its risk oversight responsibilities under various leadership structures.

Board Diversity

Our Board of Directors is responsible for reviewing the appropriate characteristics, skills, and experience required for the Board of Directors as a whole and its individual members. In its evaluation of director candidates, our Board considers a diversity of backgrounds, experience, and area of expertise, as well as other individual qualities and attributes that contribute to the total diversity of viewpoints and experience represented on the Board. The Board also considers other factors, including issues of character, integrity, judgment, potential conflicts of interest, and other commitments, as described below.

Board Oversight of Risk

Our Board of Directors is responsible for overseeing our risk management process. The Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. The Board of Directors administers its oversight function directly as a whole and through the Audit Committee. For example, the full Board of Directors is generally responsible for overseeing the Company’s legal, regulatory and ethical compliance, including the procedures in place to enforce the Code of Conduct, as well as risks relating to data privacy, technology and information security, including cybersecurity. Our Audit Committee is responsible for overseeing risks relating to financial reporting, accounting, and auditing matters.

Board Meetings

Our Board of Directors met 8 times during fiscal year 2025. Each current director attended at least 75% of the total number of fiscal year 2025 meetings of the Board of Directors and of each Committee on which he or she served, which were held during the period in which that director served. We encourage all directors and director nominees to attend the Annual Meeting; however, attendance is not mandatory. All of our directors then serving, except for Ms. Beth Kaplan, attended our 2025 Annual Meeting of Stockholders.

Director Independence

Our Board of Directors assesses the independence of each director at least annually and has determined that each of Mr. Giangiacomo and Mr. Rosensweig meets all of the applicable standards of independence for members of the Board established by (i) the laws, rules and regulations of the SEC and (ii) the listing standards of Nasdaq. Ms. Bariquit is not considered independent due to her role as our interim Chief Executive Officer and President and due to her Consulting Services Agreement (as defined below). There are no arrangements or understandings between Ms. Bariquit, Mr. Comisar, Mr. Fonseca, Mr. Giangiacomo or Mr. Rosensweig and any other persons pursuant to which they were selected as directors, except as described herein with respect to the

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Exchange Agreement and the Investor Rights Agreement. In addition, each of our former directors, Tim Bixby, Jennifer Fleiss, Scott Friend, Beth Kaplan, Gwyneth Paltrow and Michael Roth were also determined to be independent while serving on our Board of Directors during 2025. Ms. Hyman was not independent while she served on our Board of Directors due to her former role as our Chief Executive Officer.

In addition, our Board of Directors has determined that each member of our Audit Committee is independent and, in the case of the Nominating and ESG Committee and Compensation Committee, was independent during their existence, and meets (or met, as applicable) the heightened independence requirements applicable to such Committee in accordance with the listing standards of Nasdaq and the applicable rules and regulations of the SEC.

Board Committees

Currently, our Board has an Audit Committee. During fiscal year 2025, our Board had the following additional standing committees: a Compensation Committee and a Nominating and ESG Committee. In addition, in fiscal year 2025, the Board had a Finance Committee, consisting of independent directors, Scott Friend, Beth Kaplan, Tim Bixby and Daniel Rosensweig, to review, direct and oversee potential financing and strategic transactions. Members of these committees served until their resignation or until otherwise determined by our Board.

The charter of the Audit Committee, our Corporate Governance Guidelines, and our Code of Conduct are available on our investor website (investors.renttherunway.com) under “Governance-Governance Documents” or by writing to our offices at 10 Jay Street, Brooklyn, New York 11201.

Audit Committee

Prior to the completion of the Recapitalization Transactions, the Audit Committee consisted of Tim Bixby (Chair), Beth Kaplan, and Mike Roth (the “Pre-Transaction Audit Committee”). Following the completion of the Recapitalization Transactions, the Audit Committee consists of Dan Rosensweig (Chair) and Damian Giangiacomo (the “Post-Transaction Audit Committee”).

As a result of the Resignations, the Post-Transaction Audit Committee consists of two members. On October 28, 2025, we notified Nasdaq of our noncompliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be comprised of three independent directors, and our intent to rely on the cure period provided by Nasdaq Rule 5605(c)(4)(B). We intend to appoint an independent director to the Audit Committee no later than the Annual Meeting, as provided by Nasdaq Rule 5605(c)(4)(B).

Our Board of Directors has determined that Mr. Rosensweig qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Pre-Transaction Audit Committee met three (3) times during fiscal year 2025 and the Post-Transaction Audit Committee met one time during fiscal year 2025.

We have adopted an Audit Committee charter that outlines the principal functions of the Audit Committee, which include:

•	overseeing our corporate accounting and financial reporting processes;

•	managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting, when required;

•	discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year end results of operations;

•	developing procedures for the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls, or auditing matters and for employees to submit concerns anonymously about questionable accounting or auditing matters;

•	reviewing and approving related party transactions;

•	pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm; and

•	preparing the audit committee report that the SEC requires in our annual proxy statement.

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Compensation Committee

Following the Recapitalization Transactions, the Board dissolved the Compensation Committee effective October 28, 2025. The Compensation Committee held four meetings in 2025 prior to its dissolution. Upon the dissolution of the Compensation Committee, the full Board absorbed the Compensation Committee’s duties and responsibilities to the extent required by Nasdaq Listing Rule 5605(d). The Board currently believes that all directors should be responsible for oversight of these matters.

Prior to its dissolution, our Compensation Committee consisted of Beth Kaplan (Chair), Scott Friend, and Mike Roth and had a Compensation Committee charter that outlined the principal functions of the Compensation Committee, which included:

•	reviewing and recommending to our Board of Directors the compensation of our Chief Executive Officer and other executive officers;

•	reviewing and recommending to our Board of Directors the compensation of our directors;

•	administering our equity incentive plans and other benefit programs;

•	reviewing and approving employment agreements and severance arrangements for our executive officers;

•	administering our compensation recovery policy; and

•	overseeing our talent and employee development programs and our strategy, efforts, and results regarding diversity, equity, and inclusion.

Prior to its dissolution, our Board of Directors determined that each member of our Compensation Committee was a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Prior to its dissolution, the Compensation Committee, and, following the Recapitalization Transactions, the Board, generally considered our Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, the Compensation Committee had the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. In fiscal year 2025, the Compensation Committee engaged Compensia, Inc. (“Compensia”) a compensation consulting firm, to advise on executive and director compensation. The Compensation Committee considered the adviser independence factors required under SEC rules as they relate to Compensia and determined that Compensia’s work does not raise a conflict of interest.

In addition, the Compensation Committee engaged Willis Towers Watson (“WTW”), a compensation consulting firm, to advise on executive and director compensation in connection with the Recapitalization Transactions. The Compensation Committee considered the adviser independence factors required under SEC rules as they relate to WTW and determined that WTW’s work did not raise a conflict of interest.

Nominating and ESG Committee

Following the Recapitalization Transactions, the Board dissolved the Nominating and ESG Committee effective October 28, 2025. The Nominating and ESG Committee did not meet in 2025 prior to its dissolution. Upon the dissolution of the Nominating and ESG Committee, the full Board absorbed the Nominating and ESG Committee’s duties and responsibilities to the extent required by Nasdaq Listing Rule 5605(e). The Board currently believes that all directors should be responsible for oversight of these matters.

Prior to dissolution, our Nominating and ESG Committee included Jennifer Fleiss (Chair) and Gwyneth Paltrow and had a Nominating and ESG Committee charter.

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Code of Conduct

Our Code of Conduct describes the standards of conduct expected of everyone at RTR. The code applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. A copy of the code is available on our Investor Relations website at investors.renttherunway.com in the “Governance” section. In addition, we intend to post on our website all disclosures that are required by law or by Nasdaq rules concerning any amendments to, or waivers from, any provision of our Code of Conduct.

Compensation Committee Interlocks and Insider Participation

Beth Kaplan, Scott Friend, and Mike Roth served on our Compensation Committee during the portion of fiscal year 2025 before the completion of the Recapitalization Transactions. None of these individuals is currently, or has been within the past three years, an officer or an employee of RTR. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or, prior to the completion of the Recapitalization Transactions, our Compensation Committee.

Director Nomination Process

The Board of Directors is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board of Directors those candidates to be nominated for election to the Board of Directors, subject to any obligations and procedures governing the designation of directors to the Board of Directors that are included in the Investor Rights Agreement.

Identifying and Evaluating Nominees

When identifying and evaluating potential director nominees, including current members of the Board of Directors who are eligible for re-election, the Board of Directors seeks a balance of knowledge, experience, and capability and may consider the following (see also “The Board and Corporate Governance – Investor Rights Agreement” below):

•	experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•	personal and professional integrity;

•	experience as a board member of another publicly held company;

•	professional and academic experience relevant to our industry, operations, and target markets;

•	ability to exercise mature business judgment, including, but not limited to, the ability to make independent analytical inquiries;

•	leadership skills;

•	experience in finance and accounting and/or executive compensation practices;

•	sufficiency of time for preparation, participation, and attendance at Board of Directors meetings and committee meetings; and

•	diversity of background and perspective as well as diversity of expertise and experience in substantive matters pertaining to our business relative to other members of the Board of Directors.

To facilitate the search process for director candidates, the Board of Directors may solicit our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. Teri Bariquit, a director nominee, was recommended for election by an investor pursuant to the Investor Rights Agreement. Dan Rosensweig, a director nominee, was recommended for election by Ms. Hyman pursuant to the Investor Rights Agreement. The Board of Directors may also consult with outside advisors or retain search firms to assist in the search for qualified

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candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Board of Directors reviews the backgrounds of those candidates, evaluates candidates’ independence from us and potential conflicts of interest, and determines if candidates meet the qualifications desired by the Board of Directors of candidates for election as director.

Stockholder Recommendations and Nominees

The Board of Directors will consider stockholder recommendations, so long as they comply with applicable law, our Bylaws, and the procedures described below. Stockholder recommendations for candidates to the Board of Directors must be received in writing and emailed to corporatesecretary@renttherunway.com or sent to our headquarters, Rent the Runway, Inc., 10 Jay Street, Brooklyn, NY 11201, to the attention of our Chief Legal & Administrative Officer and Secretary. The recommendation must be received sufficiently in advance of our consideration of our director nominees for the next annual meeting and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and RTR within the last three years, and evidence of the recommending person’s ownership of RTR stock. Recommendations must also include a statement from the recommending stockholder in support of the candidate that addresses the criteria for Board of Directors membership, personal references, and the consent of the candidate to serve.

The Board of Directors will review the qualifications of any candidate recommended by stockholders in accordance with the criteria described above. In addition, in the Board of Directors’ discretion, its review may include interviewing references, performing background checks, direct interviews with the candidate, or other actions it deems necessary or proper. Stockholders may also nominate candidates for election to our Board of Directors by following the procedures described in “Additional Information – Stockholder Proposals” below.

Investor Rights Agreement

In connection with the Recapitalization Transactions, on August 20, 2025, the Company entered into the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, the Company was required to prepare and file with the SEC, within 20 days following the Closing, a shelf registration statement registering the resale of Class A common stock held by Ms. Hyman and the Investor Group, and grant certain demand, piggyback and shelf registration rights to Ms. Hyman and the Investor Group.

The Investor Rights Agreement also provided for certain Board designation rights of the Investor Group and Ms. Hyman. Pursuant to the Investor Rights Agreement, for so long as they meet certain minimum ownership thresholds, each of Nexus and STORY3 will be entitled to designate one director to the Board, and the Board will designate three directors to the Board, subject to the approval of the Investor Majority and after considering in good faith Ms. Hyman’s views in connection therewith. In addition, the Investor Rights Agreement provided that, so long as Ms. Hyman served as Chief Executive Officer of the Company, she would be designated as a member of the Board, and, for so long as she continued to own a specified minimum number of Class A common stock, Ms. Hyman would be entitled to appoint one additional director to the Board, subject to the reasonable approval of the Investor Majority. Subject to certain minimum ownership thresholds, Nexus and STORY3 would also be entitled to each appoint a non-voting Board observer, and the Lender would be entitled to appoint two non-voting Board observers pursuant to the Investor Rights Agreement and the New Credit Agreement. Furthermore, subject to certain minimum ownership thresholds, Ms. Hyman would also be entitled to appoint a non-voting Board observer pursuant to the Investor Rights Agreement.

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The description of the terms of the Investor Rights Agreement and the Side Letter does not purport to be complete and is qualified in its entirety by the full text of the respective agreements. A copy of the Investor Rights Agreement was filed and incorporated by reference as Exhibit 10.27 in our Annual Report on Form 10-K. A copy of the Side Letter was filed as Exhibit 10.2 in our Current Report on Form 8-K, filed with the SEC on May 13, 2026.

Communications with the Board

Stockholders or other interested parties may contact the Board of Directors or one or more of our directors with issues or questions about RTR, by emailing corporatesecretary@renttherunway.com or mailing correspondence to our Chief Legal & Administrative Officer and Secretary at our Brooklyn headquarters, Rent the Runway, Inc., 10 Jay Street, Brooklyn, NY 11201. Our legal team will review incoming communications directed to the Board of Directors and, if appropriate, will forward such communications to the appropriate member(s) of the Board of Directors or, if none is specified, to the chair of the Board of Directors. For example, we will generally not forward a communication that is primarily commercial in nature, is improper or irrelevant, or is a request for general information about RTR.

Policy for Recovery of Erroneously Awarded Compensation

Our Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) is intended to comply with SEC and Nasdaq listing standards and maintain a culture of focused, diligent, and responsible management that discourages conduct detrimental to the growth of the Company. Accordingly, as set forth in the Clawback Policy, the Company is required to recover certain erroneously paid incentive-based compensation, including cash incentive or performance-vesting equity compensation, of its current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement. A copy of the Clawback Policy was filed as Exhibit 97.1 to our 2025 Annual Report.

Insider Trading Policy

We have adopted an Insider Trading Policy and procedures applicable to our directors, officers, and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Under our Insider Trading Policy, our directors and employees, including our executive officers, are prohibited from pledging our securities or using such securities as collateral for a loan. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our 2025 Annual Report.

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Director Compensation

The following table discloses compensation earned by our non-employee directors during fiscal year 2025.


Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	All Other Compensation	Total Compensation ($)
Teri Bariquit	19,565	141,446	30,000⁽²⁾	191,011
Tim Bixby	123,573	8,543	—	132,116
Peter Comisar⁽³⁾	—	—	—	—
Jennifer Fleiss	59,348	8,543	—	67,891
Scott Friend⁽⁴⁾	—	—	—	—
Damian Giangiacomo⁽³⁾	—	—


	Summary Compensation Table			46
	Equity Compensation Plan Information			53
	Certain Relationships and Related Person Transactions			54
	Security Ownership of Certain Beneficial Owners, Directors, and Management			56
	Delinquent Section 16(a) Reports			58
	Additional Information			59
	Stockholder Proposals			59
	Information Requests			59
	Other Business			59
	Forward-Looking Statements			60
	Annex A			A-1
	Annex B-1			B-1
	Annex B-2			B-2
	Annex B-3			B-3
	Annex B-4			B-4
	Annex B-5			B-5
	Annex B-6			B-6
	Annex B-7			B-7
	Annex B-8			B-8
	Annex B-9			B-9
	Annex B-10			B-0
	Annex C-1			C-1
	Annex C-2			C-16

SEC Form PRE 14A filed by Rent the Runway Inc.