Rent the Runway, Inc.

For the period ended Oct 21, 2025. Filed Sep 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 21, 2025 · Filed Sep 29, 2025

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RENT$2.19-3.5%Stored close · as of Nov 6, 2026

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Contents

Proxy Overview

PROXY STATEMENT

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, par value $0.001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). We have made rounding adjustments to some of the figures included in this proxy statement. Accordingly, numerical figures shown as totals in this proxy statement may not be an arithmetic aggregation of their respective parts. All references in this Proxy Statement to the amount of indebtedness outstanding under the Existing Credit Agreement and the corresponding amount of such indebtedness that will be exchanged pursuant to the Recapitalization Transactions are stated as of July 31, 2025 for illustrative purposes. The actual amount of indebtedness that will be exchanged at the closing of the Recapitalization Transactions will be higher as a result of interest that accrues under the Existing Credit Agreement during the period between July 31, 2025 and the closing date of the Recapitalization Transactions.

This Proxy Statement will be released on or about September 29, 2025 to our stockholders on the Record Date (as defined below). On the same date, we will mail to our stockholders a copy of this Proxy Statement and a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to vote online. Instructions regarding how to vote are also included in the proxy card in the printed copy of the materials delivered by mail.

Meeting Date: October 21, 2025

Record Date: September 23, 2025

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

Virtual Meeting Only: www.virtualshareholdermeeting.com/RENT2025SM

Agenda:

Proposal Description · Board Recommendation · Reference Page
1	The approval, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rule 5635(b), of the issuance of shares of Class A Common Stock upon the Term Loan Conversion (the “Term Loan Conversion Proposal”)	For	14
2	The approval, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rules 5635(b) and (d), of the issuance of shares of Class A Common Stock pursuant to the Rights Offering Backstop Agreement (the “Backstop Proposal”)	For	30

Proposal Description · Board Recommendation · Reference Page
3	The approval, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rule 5635(c), of the amendment and restatement of our Amended and Restated 2021 Incentive Award Plan (the “2021 Plan”) to increase the maximum number of shares of Class A Common Stock authorized for issuance under the 2021 Plan and extend the expiration date of the 2021 Plan (the “Plan Amendment Proposal”)	For	32
4	The approval of the amendment and restatement of our Twelfth Amended and Restated Certificate of Incorporation in connection with the entry into the Exchange Agreement, in the form of the Thirteenth Amended and Restated Certificate of Incorporation attached hereto as Exhibit E (the “Charter Amendment Proposal”)	For	43
5	The approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the foregoing proposals (the “Adjournment Proposal”)	For	45

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