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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):
May 12, 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Jennifer Hyman Resignation
On May 12, 2026, Jennifer Hyman
resigned as Chief Executive Officer and President of Rent the Runway, Inc. (the “Company”) and as a member of the Company’s
board of directors (the “Board”), effective as of May 15, 2026 (the “Separation Date”). In connection with Ms.
Hyman’s resignation, the Company entered into a Separation, Advisor and Release Agreement with Ms. Hyman on May 12, 2026 (the “Separation,
Advisor and Release Agreement”) and a side letter agreement (the “Side Letter”).
Ms. Hyman’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies
or practices.
The Separation, Advisor and Release
Agreement provides that, following the Separation Date, Ms. Hyman will provide advisory services to the Company as an independent contractor
through January 31, 2027, in exchange for a monthly advisory fee of $62,500 (pro-rated for any partial months). In addition, subject
to her compliance with certain restrictive covenants and her execution of a general release of claims in favor of the Company and its
affiliates, Ms. Hyman will be eligible for the following payments and benefits: (i) the “Closing Payment” of $1,587,500, which
was paid to Ms. Hyman on or about October 28, 2025, pursuant to the Company’s Transaction Bonus Plan, as amended, will vest and
no longer be subject to clawback by the Company, (ii) 103,047 restricted stock units will accelerate
and vest as of the Separation Date, (iii) a number of the restricted stock units granted to Ms. Hyman on December 16, 2025, having an
aggregate value of $375,000 (the “Retained RSUs”) will remain outstanding and eligible to vest on January 31, 2027, subject
to Ms. Hyman’s continued service with the Company through January 31, 2027 (with all other equity awards held by Ms. Hyman on the
Separation Date automatically forfeiting as of the Separation Date), (iv) subsidized continuation coverage under the Company’s medical,
dental and/or vision plans, at the same pre-tax cost as applicable to the Company’s senior-most executives from June 1, 2026, through
November 30, 2027 (or, if earlier, the date upon which Ms. Hyman becomes eligible for comparable group welfare benefits from a
subsequent employer), and (v) a lifetime subscription to the Company’s wardrobe rental service for as long as such services are
offered by the Company. In the event of certain events, including Ms. Hyman’s termination without cause by the Company or upon a
change in control, any unpaid portion of the advisory fee that would have otherwise been earned through January 31, 2027, will accelerate
and the Retained RSUs will accelerate and vest, in each case, as of the date of such event. In addition, on May 12, 2026, Ms. Hyman and
her affiliates entered into the Side Letter pursuant to which, among other things, they agreed to terminate any and all of their respective
rights under the Investor Rights Agreement, dated as of August 20, 2025, including rights to designate a director and a board observer
to the Board.
Appointment of Teri Bariquit as Interim Chief Executive Officer
and President
On May 12, 2026 Teri Bariquit, age 65, who is a member of our
Board, was appointed as the interim Chief Executive Officer and President of the Company, effective as of the Separation Date until
the Board appoints a permanent Chief Executive Officer and President to succeed Ms. Hyman.
Ms. Bariquit has served as a member of our Board since October 2025.
Ms. Bariquit is a seasoned fashion retail executive and advisor with more than 37 years of experience at Nordstrom, Inc. (JWN), where
she most recently served as Chief Merchandising Officer from 2019 to 2023. From December 2023 to October 2025, Ms. Bariquit served as
an independent advisor and consultant.
In connection with her appointment as our interim Chief Executive Officer
and President, on May 12, 2026, we entered into a Statement of Work No. 2 (the “SOW”) under that certain Consulting Services
Agreement, by and between the Company and Ms. Bariquit, dated as of November 1, 2025 (the “Consulting Agreement”). Pursuant
to the SOW, Ms. Bariquit will provide consulting services to the Company as its interim Chief Executive Officer and President and will
be eligible to receive a monthly consulting fee of $50,000 (pro-rated for any partial months) during her service as our interim Chief
Executive Officer and President, an annual bonus of up to $125,000 (subject to her continued service as our interim Chief Executive Officer
and President or as a member of the Board through the payment date), a performance stock unit award comprising 100,000 shares (assuming
maximum performance is achieved) of the Company’s Class A common stock (which will be subject to satisfaction of certain performance-
and service-based vesting requirements), and reimbursement of travel and business-related expenses in connection with her service as our
interim Chief Executive Officer and President. The SOW will automatically terminate on the date that Ms. Bariquit stops providing services
to the Company as its interim Chief Executive Officer and President.
In addition, on May 12, 2026, we entered into a Statement of Work No.
3 under the Consulting Services Agreement with Ms. Bariquit, which will be effective on the date that she no longer provides services
as our interim Chief Executive Officer and President and provides that Ms. Bariquit will render consulting services to the Company in
exchange for a monthly consulting fee of $10,000 (pro-rated for any partial months).
The foregoing summaries of the terms of the Separation, Advisor
and Release Agreement, the Side Letter, Statement of Work No. 2 and Statement of Work No. 3 are each qualified in their entirety by
reference to the complete texts of the Separation, Advisor and Release Agreement, the Side Letter, Statement of Work No. 2 and
Statement of Work No. 3, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current
Report on Form 8-K (“Form 8-K”) respectively, and incorporated by reference herein.
Other than as disclosed above, there is no other arrangement or understanding
between Ms. Bariquit and any other person pursuant to which she was appointed as the interim Chief Executive Officer and President. There
are no family relationships between Ms. Bariquit and any director or executive officer of the Company, and she is not a party to any transaction
that is required to be reported pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation
FD Disclosure |
On May 13, 2026, the Company issued a press release reporting Ms. Hyman’s
resignation and Ms. Bariquit’s appointment as our interim Chief Executive Officer and President. A copy of the press release is
included in this Form 8-K as Exhibit 99.1 and is furnished herewith. The information in Item 7.01 above, including Exhibit
99.1 attached to this Form 8-K, is being furnished under Item 7.01 of Form 8-K. Such information shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
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| 10.1 |
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Separation, Advisor and Release Agreement, by and between the Company and Ms. Hyman, dated as of May 12, 2026. |
| |
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|
| 10.2 |
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Side Letter, by and between the Company, Ms. Hyman and her affiliates, dated as of May 12, 2026. |
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| 10.3 |
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Statement of Work No. 2 under the Consulting Services Agreement, by and between the Company and Ms. Bariquit dated as of May 12, 2026. |
| |
|
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| 10.4 |
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Statement of Work No. 3 under the Consulting Services Agreement, by and between the Company and Ms. Bariquit dated as of May 12, 2026. |
| |
|
|
| 99.1 |
|
Press Release announced by Rent the Runway, Inc., dated May 13, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
Forward-Looking Statements
This Current Report on Form 8-K (“Form 8-K”) contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that
do not relate to matters of historical fact should be considered forward-looking statements. These statements include, but are not limited
to, statements regarding statements regarding the transition of the Company’s executive leadership and the expected benefits thereof.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some
cases, you can identify forward-looking statements because they contain words such as “aim,” “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions.
You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future
performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will
be achieved, if at all. Forward-looking statements are based on information available at the time those statements are made and were based
on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management as of that time with
respect to future events. These statements are subject to risks and uncertainties, many of which involve factors or circumstances that
are beyond the Company’s control, that could cause actual performance or results to differ materially from those expressed in or
suggested by the forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed
in this Form 8-K may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
These risks and uncertainties include risks related to our chief executive officer search process and our ability to manage the transition
to a new chief executive officer; failure to manage the transition of our Board of Directors; and our reliance on the experience and expertise
of our senior management and other key personnel. Additional information regarding these and other risks and uncertainties that could
cause actual results to differ materially from the Company’s expectations is included in its most recent Annual Report on Form 10-K
for the year ended January 31, 2026, and in other documents that it files or furnishes with the Securities and Exchange Commission. Except
as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future developments, or otherwise.
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: May 13, 2026 |
By: |
/s/ Cara Schembri |
| |
|
Cara Schembri
Chief Legal and Administrative Officer
|
Exhibit 99.1
Rent
the Runway, Inc. Announces CEO Transition
Co-Founder Jennifer Hyman to Step Down as CEO
37-Year Retail Veteran and Rent the Runway Board
Member Teri Bariquit Appointed Interim CEO
Company Continues to Accelerate Its Diversification
Strategy with Momentum Across AI Investments and Marketplace, Media, and B2B platforms
Company Reaffirms Full Year 2026 Financial Guidance
NEW YORK, May 13, 2026 (GLOBE NEWSWIRE) – Rent the Runway, Inc.
(“Rent the Runway” or "RTR") (NASDAQ: RENT), the company transforming the way women get dressed, today announced
that Co-Founder Jennifer Hyman will step down as Chief Executive Officer, President, and Board member, effective May 15, 2026. She will
remain an advisor to the company through January 2027 to ensure a seamless transition. Teri Bariquit, current Board member of Rent the
Runway and a 37-year retail veteran, including serving as former Chief Merchandising Officer at Nordstrom, has been appointed Interim
CEO and President. She brings decades of experience understanding the evolving needs of customers and serving as a trusted partner to
brands. Bariquit will lead the company alongside the Executive Leadership Team and with the support of Executive Chairman Dhiren Fonseca
and the Board of Directors, who will conduct a thorough search for the company’s next CEO.
When Jennifer Hyman co-founded Rent the Runway in 2009, she set out
to disrupt the trillion-dollar fashion industry and change the way women get dressed forever. She pioneered the "Closet in the Cloud,"
inventing the clothing rental category while normalizing secondhand clothing, and building one of the most beloved brands in the consumer
space. Rent the Runway has served millions of women, forged enduring partnerships with the world's leading designers, and in 2021 became
one of a small group of companies led by a woman founder to complete an IPO. Hyman helped build a company culture defined by conviction,
creativity, and care — one that has held true for nearly two decades and powered Rent the Runway through every cycle.
“Building Rent the Runway has been one of the greatest privileges
of my life,” said Hyman. “What has made it meaningful was never just what we built — it was the people who built it
with me, the partners who trusted us, and the customers who let us be part of the moments that mattered most. Rent the Runway is stronger
today than it has ever been, and that is exactly why this is the right moment for me to step down so Rent the Runway can write its next
chapter.”
“Rent the Runway is a business that has fundamentally reshaped
how our customers think about, access, and experience fashion,” said Bariquit. “The company is in its strongest financial
position in years, with clear momentum across key initiatives, including our online marketplace, advertising and media platform, and B2B
services. As I step into this role, I am focused on supporting our team and executing against our clear roadmap as we continue to scale
a robust, multi-faceted platform and chart the next era of fashion discovery, creating new ways to power women to feel their best every
day.”
“On behalf of the Board, we want to thank Jennifer for her visionary
leadership in guiding Rent the Runway’s evolution from a disruptive startup into a category-defining fashion technology platform.
Today, the business is uniquely positioned to further transform how women experience fashion, powered by proprietary data, AI-driven technology,
scaled logistics, and a highly engaged customer base,” said Dhiren Fonseca, Executive Chairman of the Board for Rent the Runway.
“We are privileged to have a Board member with Teri’s operational expertise who brings the right skillset and more than three
decades of industry experience lead the business as we search for a permanent CEO and build on our strong foundation.”
“We have tremendous confidence in Rent the Runway’s business,
which has established a powerful and trusted brand, loyal customer base, and strong demand for rental,” said Damian Giangiacomo,
Managing Partner at Nexus Capital Management and member of the Board. “The company continues to unlock meaningful growth opportunities
by evolving its inventory strategy with expanded product offerings across categories such as handbags and jewelry, while further strengthening
engagement through investment in AI and strategic growth initiatives.”
“We also see significant tailwinds for the business from ‘re-dressing’
demand and sizing flexibility, the continued expansion of rental as a service, and the company’s ability to deepen relationships
with both customers and brand partners,” said Peter Comisar, Founder and Managing Partner of STORY3 Capital Partners and member
of the Board. “We believe Rent the Runway is well-positioned to scale its multi-faceted platform and drive long-term value creation,
and we are fully supportive of Teri and the management team as they execute on the company’s strategic vision.”
Rent the Runway also today reaffirmed the guidance it presented on April
14, 2026, with respect to its full year 2026 results.
About Teri Bariquit
Bariquit is a veteran fashion retail executive and advisor recognized
for her leadership in large-scale enterprise transformation, technology enablement, and business turnaround initiatives. She has been
a member of the Rent the Runway Board of Directors since October 2025. Bariquit has more than 37 years of industry experience, having
held various leadership positions at Nordstrom, Inc. (NYSE: JWN), where she most recently served as Chief Merchandising Officer from 2019
to 2023. Over her career, Bariquit played a key role in expanding Nordstrom’s revenue while increasing profit margins through digital
transformation, product assortment optimization, and enhanced brand partnerships. She led a team of more than 1,200 professionals across
Buying, Planning, Product Development, and Inventory Management, managing a large P&L and a significant inventory investment.
About Rent the Runway, Inc.
Founded in 2009, Rent the Runway is disrupting the trillion-dollar fashion
industry and changing the way women get dressed through the Closet in the Cloud. RTR’s mission has remained the same since its founding:
powering women to feel their best every day. Through RTR, customers can subscribe, rent items a-la-carte, and shop resale from hundreds
of designer brands. The Closet in the Cloud offers a wide assortment of millions of items for every occasion, from evening wear and accessories
to ready-to-wear, workwear, denim, casual, maternity, outerwear, blouses, knitwear, loungewear, jewelry, handbags, activewear, and ski
wear. RTR has built a two-sided discovery engine, which connects deeply engaged customers and differentiated brand partners on a powerful
platform built around its brand, data, logistics, and technology.
Media Contact
Press
press@renttherunway.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters
of historical fact should be considered forward-looking statements. These statements include, but are not limited to, guidance for fiscal
year 2026 and statements regarding the transition of Rent the Runway’s executive leadership and the expected benefits thereof. Forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can
identify forward-looking statements because they contain words such as “aim,” “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“toward,” “will,” or “would,” or the negative of these words or other similar
terms or expressions. You should not put undue reliance on any forward-looking
statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be
accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements
are based on information available at the time those statements are made and were based on current expectations, estimates, forecasts,
and projections as well as the beliefs and assumptions of management as of that time with respect to future events. These statements are
subject to risks and uncertainties, many of which involve factors or circumstances that are beyond our control, that could cause actual
performance or results to differ materially from those expressed in or suggested by the forward-looking statements. In light of these
risks and uncertainties, the forward-looking events and circumstances discussed in this press release may not occur and actual results
could differ materially from those anticipated or implied in the forward-looking statements. These risks and uncertainties include our
ability to drive future growth or manage our growth effectively; the highly competitive and rapidly changing nature of the global fashion
industry; risks related to the macroeconomic environment, including war in the Middle East and fuel surcharges; changes in global trade
policies, tariffs, and other measures that could restrict international trade; our ability to cost-effectively grow our customer base;
any failure to attract or retain customers; our ability to accurately forecast customer demand, acquire and manage our offerings effectively
and plan for future expenses; risks arising from the restructuring of our operations; our chief executive officer search process, and
our ability to manage the transition to a new chief executive officer; our reliance on the effective operation of proprietary technology
systems and software as well as those of third-party vendors and service providers; risks related to shipping, logistics and our supply
chain; risks related to AI technology; our failure to realize all of the anticipated benefits of the recapitalization transactions, or
that those benefits may be short-lived or insufficient for our future needs; failure to manage the transition of our Board of Directors;
our failure to comply with the covenants under our credit agreement; our ability to remediate our material weaknesses in our internal
control over financial reporting; our ability to comply with laws and regulations applicable to our business; our reliance on the experience
and expertise of our senior management and other key personnel; our ability to adequately obtain, maintain, protect and enforce our intellectual
property and proprietary rights; compliance with data privacy, data security, data protection and consumer protection laws and industry
standards; risks associated with our brand and manufacturing partners; our reliance on third parties to provide payment processing infrastructure
underlying our business; our dependence on online sources to attract consumers and promote our business which may be affected by third-party
interference or cause our customer acquisition costs to rise; failure by us, our brand partners, or third party manufacturers to comply
with our vendor code of conduct or other laws; risks related to our debt; our noncompliance with Nasdaq Marketplace Rule 5606(c)(2)(A),
which requires listed companies to have at least three audit committee members; and risks related to our Class A capital stock and ownership
structure.
Additional information regarding these and other risks and uncertainties
that could cause actual results to differ materially from the expectations is included in our Annual Report on Form 10-K for the year
ended January 31, 2026. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future developments, or otherwise.
