Welcome to our dedicated page for Rent the Runway SEC filings (Ticker: RENT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Rent the Runway filings document the company’s Nasdaq-listed Class A common stock, operating results and capital-structure activity for its apparel rental, subscription and resale business. Recent 8-K disclosures include quarterly and annual financial results, material agreements, amendments to its credit agreement, recapitalization records and related exhibits.
The filing record also covers Securities Act registration statements, shelf and at-the-market equity offering materials, prospectus supplements, governance matters, emerging growth company status and smaller reporting company status. These documents describe formal financing arrangements, common-stock issuance mechanics, debt terms and public-company reporting events tied to Rent the Runway’s operating platform.
Rent the Runway reported strong top-line growth but remains unprofitable in the first quarter of fiscal 2026. Revenue rose to $89.9 million, up 29.2% year-over-year and above guidance, driven by higher subscriber engagement and 70.4% growth in add-on revenue.
Active subscribers grew to 155,692 and total subscribers to 196,147, though gross margin compressed to 25.9% from 31.5% as rental product depreciation and revenue share increased. Net loss improved to $18.9 million from $26.1 million, and Adjusted EBITDA was a modest loss of $0.8 million.
The company ended the quarter with $37.1 million of cash and cash equivalents and negative free cash flow of $13.6 million. Management reaffirmed full-year 2026 guidance for double-digit revenue growth, positive Adjusted EBITDA margin between 4% and 7%, and lower rental product acquired of $45 million to $50 million versus $74.9 million in fiscal 2025.
Rent the Runway, Inc. is asking stockholders to vote at its July 14, 2026 virtual annual meeting on director elections, auditor ratification, major charter changes, and an equity plan increase. Two Class II directors, including interim CEO Teri Bariquit, are up for three-year terms, and PricewaterhouseCoopers LLP is proposed as auditor for fiscal 2026.
The Board seeks to eliminate unused Class B common stock and preferred stock authorizations, remove supermajority voting, add explicit board quorum rules, allow 40% holders to call special meetings, and permit stockholder action by written consent. It also proposes officer exculpation, embedding investor board designation rights, and tightening corporate opportunity provisions. A separate proposal would add 3,899,439 shares of Class A common stock to the 2021 Incentive Award Plan, raising its limit to 10,171,225 shares.
The proxy describes 2025 recapitalization transactions under a new credit agreement, where $100 million of debt was exchanged into new term loans and remaining debt into 26,175,193 Class A shares, plus $20 million of new term loans and $12.5 million from a rights offering. As of May 20, 2026, 33,483,382 Class A shares are entitled to vote. The company is now a Nasdaq “controlled company,” has reconstituted its Board and committees, and outlines director compensation, governance policies, and how to vote electronically, by phone, or mail.
Rent the Runway, Inc. is soliciting proxies for its 2026 Annual Meeting to be held virtually on July 14, 2026. Holders of record of Class A common stock on May 20, 2026 may vote. The board recommends approval of 12 proposals, including director elections, ratification of PwC as auditor, multiple charter amendments (eliminating Class B and preferred stock, removing supermajority provisions, permitting written consent and limited officer exculpation), investor board designation rights, and an increase of 3,899,439 shares under the 2021 Incentive Award Plan.
The filing describes prior recapitalization transactions completed on October 28, 2025, including an exchange of debt and new term loans, governance changes that produced a controlled-company structure, recent board resignations and appointments, the resignation of former CEO Jennifer Hyman effective May 15, 2026, and appointment of Teri Bariquit as interim CEO. There were approximately 33,483,382 shares of Class A common stock outstanding as of the record date.
Rent the Runway, Inc. announced that Chief Financial Officer Siddharth Thacker has tendered his resignation, effective on or about June 3, 2026, following the company’s first-quarter fiscal 2026 earnings announcement. He is leaving to pursue other opportunities, and the company states his departure does not arise from any disagreement over operations, financial statements, or accounting practices.
The company has begun a search for a new Chief Financial Officer. Rent the Runway also reaffirmed the full-year 2026 guidance it previously presented on April 14, 2026, indicating that its financial outlook for the year remains unchanged despite the leadership transition.
Rent the Runway, Inc. large shareholders have amended their Schedule 13D to update their position and respond to leadership changes. S3 RR Aggregator, LLC and its affiliated reporting persons each report beneficial ownership of 4,274,394 shares of Class A common stock, representing 12.8% of the company’s outstanding Class A shares, based on 33,419,413 shares outstanding as of April 2, 2026.
The filing notes that on May 13, 2026 the company announced that Jennifer Hyman will resign as Chief Executive Officer, President, and director effective May 15, 2026, and an interim CEO has been appointed. A Separation, Advisor and Release Agreement and a Side Letter govern her transition, advisory services, separation benefits, and mutual non-disparagement obligations. In the Side Letter, Hyman and her affiliates agreed to terminate their rights under an Investor Rights Agreement, including rights to designate a director and board observer. The reporting persons state they may engage with the board, management, and other stockholders regarding the selection of a permanent CEO and report no share transactions in the past 60 days.
Gateway Runway and affiliated Nexus entities filed an amended Schedule 13D reporting beneficial ownership of 4,274,394 Rent the Runway Class A shares, or 12.8% of the class. This amendment follows Rent the Runway’s announcement that Jennifer Hyman will resign as Chief Executive Officer, President and director effective May 15, 2026, with an interim CEO appointed.
The filing describes a Separation, Advisor and Release Agreement and a related Side Letter with Hyman. She will provide advisory services and receive separation benefits, and both sides agreed to mutual non-disparagement and other restrictive covenants. Hyman and her affiliates agreed to terminate all rights under an Investor Rights Agreement, including rights to designate a director and board observer. The reporting persons state they may engage with the board, management and other stockholders regarding identifying and appointing Hyman’s successor and report that no reporting person has traded the stock in the past 60 days.
CHS US Investments and affiliated entities report beneficial ownership of 19,983,656 Rent the Runway Class A shares, or 59.8% of the company, based on 33,419,413 shares outstanding as of April 2, 2026.
The filing also notes that founder Jennifer Hyman will resign as Chief Executive Officer, President, and director effective May 15, 2026, with an interim CEO appointed. A Separation, Advisor and Release Agreement and a Side Letter govern her transition, advisory role, separation benefits, restrictive covenants, and mutual non-disparagement provisions. Under the Side Letter, Hyman and her affiliates terminate all rights under the Investor Rights Agreement, including the ability to designate a director or board observer. The reporting holders say they may engage with the board, management, and other stockholders on identifying her successor.
Rent the Runway, Inc. announced that co‑founder Jennifer Hyman will resign as Chief Executive Officer, President, and board member effective May 15, 2026. She will serve as an advisor through January 31, 2027 under a Separation, Advisor and Release Agreement.
Hyman will receive a $62,500 monthly advisory fee, continued subsidized health coverage, accelerated vesting of 103,047 restricted stock units, and will retain RSUs granted December 16, 2025 with an aggregate value of $375,000, subject to service and other conditions.
Board member Teri Bariquit, a 37‑year retail veteran and former Nordstrom Chief Merchandising Officer, is appointed interim CEO and President. She will receive a $50,000 monthly consulting fee, an annual bonus opportunity of up to $125,000, and a performance stock unit award for 100,000 shares, plus a follow‑on consulting arrangement. The company reaffirmed its full‑year 2026 financial guidance in the related press release.
Rent the Runway, Inc. established an at-the-market equity program allowing sales of up to $40,000,000 of its Class A common stock. The company entered into an At-the-Market Sales Agreement with BTIG, LLC, which may act as agent or principal for these sales under an effective Form S-3 shelf registration.
Under General Instruction I.B.6 of Form S-3, public primary offerings are limited to no more than one-third of the aggregate market value of common stock held by non-affiliates, or $9,964,551 in any twelve-month period while that market value remains below $75,000,000. BTIG will use commercially reasonable efforts to execute sales and may receive a commission of up to 3.0% of the gross sales price.