Rent the Runway, Inc.

S-11 dp253177_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on September 11, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

Teri Bariquit Interim Chief Executive Officer Rent the Runway, Inc. 10 Jay Street Brooklyn, New York 11201 (212) 524-6860

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Nicole Brookshire

Paul Scrivano

Pedro J. Bermeo

Davis Polk & Wardwell LLP

450 Lexington Avenue

**New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2026

PRELIMINARY PROSPECTUS

Class A Common Stock

Subscription Rights to Purchase up to 4,225,352 Shares of

Class A Common Stock at $ per Share

We are distributing, at no charge, to the holders of our Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) transferable subscription rights to purchase up to an aggregate of 4,225,352 shares of our Class A Common Stock, at a subscription price equal to the greater of (i) $3.55, which represents the volume weighted average price of our Class A Common Stock for the 15-day trading period ending on the second trading day preceding the date of the Backstop Agreement (as defined below) and (ii) the volume weighted average price of our Class A Common Stock for the 15-day trading period through and including the Record Date (as defined below), in each case, per whole share of Class A Common Stock. We are offering to each of our stockholders one right for each share of Class A Common Stock owned by such stockholder as of 5:00 p.m., New York City time, on , 2026 (the “Record Date”). Each right will entitle its holder to purchase additional shares of Class A Common Stock on a pro rata basis relative to their ownership interest in us as of the Record Date. As of , 2026, we had outstanding shares of Class A Common Stock. As a result, each right would have entitled its holder to approximately shares of our Class A Common Stock as of such date, which is subject to change as of the Record Date.

Rights holders who fully exercise their rights will be entitled to subscribe for additional shares of our Class A Common Stock to the extent that other rights holders do not exercise their rights in full (the “oversubscription privilege”), subject to certain limitations described herein. The oversubscription privilege allows a rights holder to subscribe for additional shares of our Class A Common Stock at the subscription price.

The total purchase price of shares of our Class A Common Stock offered hereby will be up to $15 million. To the extent a stockholder properly exercises its oversubscription privilege for an amount of shares of Class A Common Stock that exceeds the number of the unsubscribed shares of Class A Common Stock available, Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”) will return any excess subscription payments, without interest or penalty, as soon as practicable following the expiration of this offering. We are not requiring a minimum individual or overall subscription to complete this offering. The Subscription Agent will hold in escrow the funds we receive from subscribing stockholders until we complete or terminate this offering.

Rights may only be exercised in aggregate whole numbers of our Class A Common Stock, and no fractional shares of Class A Common Stock will be issued. Any fractional shares of Class A Common Stock resulting from the exercise of the rights will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer up to 4,225,352 shares of Class A Common Stock.

This offering will commence on , 2026 and we will not distribute any rights prior to such date. The rights will expire if they are not exercised by 5:00 p.m., New York City time, on , 2026, unless extended as described herein (the “Expiration Date”). Any exercise of rights by a holder may not be revoked. The rights are transferable, subject to the conditions described herein. Rights that are not exercised prior to the Expiration Date will expire and have no value. There is no minimum number of shares of Class A Common Stock that we must sell to complete this offering. The completion of this offering is subject to certain conditions. See “Description of the Rights Offering-Conditions, Amendment, Withdrawal and Termination.”

We have entered into a rights offering backstop agreement, dated September 11, 2026 (the “Backstop Agreement”), with CHS US Investments LLC (“CHS”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with CHS and Nexus, the “Investor Group”). Pursuant to the Backstop Agreement, the Investor Group has agreed to purchase from us, at a price per share equal to the subscription price, all unsubscribed shares of Class A Common Stock in this offering for cash. The Investor Group will be entitled to exercise its own subscription rights that it receives pursuant to this offering, and it will not receive any fee for acting as the backstop purchaser for this offering.

Neither we nor our board of directors makes any recommendation to holders regarding whether they should exercise or sell their rights. As a result of the terms of this offering, stockholders who do not fully exercise their rights will own, upon completion of this offering, a smaller proportional interest in our Class A Common Stock than otherwise would be the case had they fully exercised their rights.

Our Class A Common Stock is traded on the Nasdaq Global Market (the “Nasdaq”) under the symbol “RENT.” The rights will not be listed for trading on Nasdaq or any other exchange or market. On , 2026, the last reported sale price of our shares of Class A Common Stock on the Nasdaq was $ per share.

Investing in our Class A Common Stock involves significant risks. See “Risk Factors” beginning on page 8 of this prospectus and those identified under “Risk Factors” in our Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2026, and incorporated by reference herein.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

, 2026

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC. The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Because these summaries may not contain all the information that you may find important in deciding whether to subscribe for shares of our Class A Common Stock, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the section entitled “Where You Can Find More Information.”

In this prospectus, “Rent the Runway,” “RTR,” the “company,” “we,” “us” and “our” refer to Rent the Runway, Inc. and its consolidated subsidiaries. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the securities.

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