Rent the Runway (RENT) aligns bylaws with new charter after 2026 meeting

Rhea-AI Filing Summary

Rent the Runway, Inc. reports that, after stockholder approval at its 2026 Annual Meeting, it filed a Thirteenth Amended and Restated Certificate of Incorporation in Delaware, which became effective upon filing. On August 11, 2026, the Board approved related changes to the company’s bylaws.

The new Third Amended & Restated Bylaws make technical, conforming amendments so the bylaws match the new charter regarding (i) stockholders’ rights to call special meetings, (ii) stockholder actions by written consent, (iii) Board quorum requirements, (iv) director and officer indemnification, and (v) the process to amend the bylaws.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaw approval date: August 11, 2026

1 metrics

Bylaw approval date August 11, 2026 Date the Board approved the Third Amended & Restated Bylaws

Key Terms

Thirteenth Amended and Restated Certificate of Incorporation, Third Amended & Restated Bylaws, indemnification, stockholder actions that can be taken by written consent, +1 more

5 terms

Thirteenth Amended and Restated Certificate of Incorporation regulatory

"filed the Thirteenth Amended and Restated Certificate of Incorporation of the Company"

Third Amended & Restated Bylaws regulatory

"the Company’s amended and restated bylaws (as amended, the “Third Amended & Restated Bylaws”)"

indemnification regulatory

"director and officer indemnification rights, and (v) the ability to amend"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

stockholder actions that can be taken by written consent regulatory

"stockholder actions that can be taken by written consent, (iii) Board quorum"

special meetings regulatory

"stockholders’ rights with to call special meetings, (ii) stockholder actions"

A special meeting is an out-of-schedule gathering of a company’s shareholders or board called to decide one or a few specific, often urgent, matters such as a merger, change to bylaws, or removal of directors. These meetings matter to investors because they can quickly alter control, rights, or the company’s direction — like an emergency town hall where a single vote can change the rules or leadership and affect the stock’s value.

FAQ

What governance changes did Rent the Runway (RENT) report on August 11, 2026?

Rent the Runway’s Board approved Third Amended & Restated Bylaws on August 11, 2026, making technical changes. These conform the bylaws to the new Thirteenth Amended and Restated Certificate of Incorporation that stockholders previously approved at the 2026 Annual Meeting.

How do the new bylaws affect Rent the Runway (RENT) stockholders’ ability to call special meetings?

The Third Amended & Restated Bylaws align stockholders’ rights to call special meetings with the new charter. Specific thresholds and mechanics are set out in the full bylaw text, which is incorporated by reference as Exhibit 3.1 to the current report.

What did Rent the Runway (RENT) change regarding stockholder action by written consent?

The updated bylaws conform provisions on stockholder actions by written consent to the Thirteenth Amended and Restated Certificate of Incorporation. This coordination ensures the company’s charter and bylaws treat written-consent actions consistently under Delaware corporate law.

How are Rent the Runway (RENT) Board quorum requirements impacted by the new bylaws?

The Third Amended & Restated Bylaws revise Board quorum requirements to match the recently adopted charter. The filing notes these as technical conforming amendments, with the detailed quorum standards contained in the full bylaw document attached as Exhibit 3.1.

What does Rent the Runway (RENT) say about director and officer indemnification in the new bylaws?

The amended bylaws update director and officer indemnification rights to be consistent with the Thirteenth Amended and Restated Certificate of Incorporation. This coordination clarifies how the company may advance expenses or indemnify directors and officers under Delaware law.

Where can investors see the complete text of Rent the Runway’s (RENT) updated bylaws?

The complete Third Amended & Restated Bylaws are filed as Exhibit 3.1 to the current report. The company’s brief description in the body is expressly qualified by reference to that full bylaw text incorporated into the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 04:31 PM Accepted by SEC EDGAR 08/13/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

Rent the Runway, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40958

80-0376379

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

Rent the Runway, Inc.

10 Jay Street

Brooklyn, New York 11201

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (212) 524-6860

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value per share

RENT

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced, following stockholder approval at the 2026 Annual Meeting of Stockholders, Rent the Runway (the “Company”) filed the Thirteenth Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing.

On August 11, 2026, the Company’s Board of Directors (the “Board”) approved conforming amendments to the Company’s amended and restated bylaws (as amended, the “Third Amended & Restated Bylaws”), effective immediately. Among other technical amendments, the conforming amendments align the Third Amended & Restated Bylaws with the Amended and Restated Certificate with respect to (i) stockholders’ rights with to call special meetings, (ii) stockholder actions that can be taken by written consent, (iii) Board quorum requirements, (iv) director and officer indemnification rights, and (v) the ability to amend the Third Amended & Restated Bylaws.

The foregoing description of the conforming amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended & Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Third Amended & Restated Bylaws
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RENT THE RUNWAY, INC.

Date: August 13, 2026

By:

/s/ Cara Schembri

Cara Schembri Chief Legal & Administrative Officer; Secretary

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 EX-3.1 266.1 KB