Rent the Runway Inc
For the period ended Jan 31, 2024. Filed Apr 11, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 11, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
- Financial Statements
Our consolidated financial statements are listed in the “Financial Statements and Supplementary Data” under Part II, Item 8, of this Annual Report on Form 10-K.
- Financial Statement Schedules
All financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in our consolidated financial statements or the notes thereto.
- Exhibits
| Incorporated by Reference · Filed / Furnished Herewith | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Description of Exhibit · Form · File No. · Exhibit · Filing date | ||||||
| 3.1 | Twelfth Amended & Restated Certificate of Incorporation | 8-K | 001-40958 | 3.1 | 10/29/2021 | |
| 3.2 | Certificate of Amendment to Twelfth Amended & Restated Certificate of Incorporation | 8-K | 001-40958 | 3.1 | 04/02/2024 | |
| 3.3 | Amended & Restated Bylaws | 8-K | 001-40958 | 3.2 | 10/29/2021 | |
| 4.1 | Specimen Class A common stock certificate | S-1 | 333-260027 | 4.1 | 10/04/2021 | |
| 4.2 | Eighth Amended and Restated Investors’ Rights Agreement (the “IRA”) by and among the Company and certain of its stockholders, dated April 30, 2020, as amended by that amendment No. 1 to the IRA, dated October 26, 2020 and that amendment No. 2 to the IRA, dated April 30, 2021 | S-1 | 333-260027 | 4.2 | 10/04/2021 | |
| 4.3 | Description of Capital Stock | * | ||||
| 10.1+ | 2009 Stock Incentive Plan | S-1/A | 333-260027 | 10.2 | 10/18/2021 | |
| 10.2+ | Form of Incentive Stock Option Agreement (2009 Plan) | S-1/A | 333-260027 | 10.3 | 10/18/2021 | |
| 10.3+ | Form of Nonstatutory Stock Option Agreement (2009 Plan) | S-1/A | 333-260027 | 10.4 | 10/18/2021 | |
| 10.4+ | 2019 Stock Incentive Plan | S-1/A | 333-260027 | 10.5 | 10/18/2021 | |
| 10.5+ | Form of Incentive Stock Option Agreement (2019 Plan) | S-1/A | 333-260027 | 10.6 | 10/18/2021 | |
| 10.6+ | Form of Nonstatutory Stock Option Agreement (2019 Plan) | S-1/A | 333-260027 | 10.7 | 10/18/2021 | |
| 10.7+ | Form of Restricted Stock Unit Agreement (2019 Plan) | S-1/A | 333-260027 | 10.8 | 10/18/2021 | |
| 10.8+ | Amended and Restated 2021 Incentive Award Plan | S-1/A | 333-260027 | 10.9 | 10/22/2021 | |
| 10.9+ | Form of Stock Option Agreement (2021 Plan) | S-1/A | 333-260027 | 10.10 | 10/18/2021 | |
| 10.10+ | Form of Restricted Stock Unit Agreement (2021 Plan) | S-1/A | 333-260027 | 10.11 | 10/18/2021 |
| 10.11+ | Form of Restricted Stock Unit Agreement (2021 Plan) (Mandatory Sell-to-Cover Election) | S-1/A | 333-260027 | 10.12 | 10/18/2021 |
| 10.12+ | Form of Indemnification Agreement between the Company and each of its directors and executive officers | S-1/A | 333-260027 | 10.1 | 10/18/2021 |
| 10.13+ | Non-Employee Director Compensation Program | S-1/A | 333-260027 | 10.13 | 10/18/2021 |
| 10.14+ | 2021 Employee Stock Purchase Plan | S-1/A | 333-260027 | 10.14 | 10/22/2021 |
| 10.15+ | Amended and Restated Employment Agreement, by and between the Company and Jennifer Y. Hyman, dated October 5, 2021 | S-1/A | 333-260027 | 10.15 | 10/18/2021 |
| 10.16 | Amendment to Amended and Restated Employment Agreement by and between the Company and Jennifer Y. Hyman | 10-Q | 001-40958 | 10.1 | 6/10/2022 |
| 10.17+ | Offer Letter, by and between the Company and Scarlett O’Sullivan, dated September 4, 2015. | S-1/A | 333-260027 | 10.16 | 10/18/2021 |
| 10.18+ | Offer Letter, by and between the Company and Anushka Salinas, dated January 20, 2017. | S-1/A | 333-260027 | 10.17 | 10/18/2021 |
| 10.19†X | Seventh Amendment to the Credit Agreement dated as of July 23, 2018, dated as of October 18, 2021 (as previously amended on December 21, 2018, April 24, 2019, November 26, 2019, June 2, 2020, August 18, 2020, and October 26, 2020), and as may be further amended, restated, supplemented or otherwise modified in accordance with the terms thereof), by and among the Company, the lenders from time to time party thereto and Double Helix Pte Ltd, as administrative agent. | S-1/A | 333-260027 | 10.20 | 10/18/2021 |
| 10.20 | Stockholders Agreement, dated October 29, 2021, by and among the Company, Jennifer Y. Hyman, entities affiliated with Bain Capital Ventures and entities affiliated with Highland Capital Partners and certain related parties | 8-K | 001-40958 | 10.1 | 10/29/2021 |
| 10.21†X | Lease, dated as of July 7, 2014 as amended by the certain Lease Modification Agreements, dated April 28, 2020 and August 9, 2020, each by and between Hartz Metro Leasehold I LLC and the Company. | S-1 | 333-260027 | 10.21 | 10/04/2021 |
| 10.22†X | Industrial Lease, dated March 31, 2018, as amended by that certain First Amendment to Industrial Lease, dated August 31, 2020, by and between CPF BARDIN JV LP and the Company. | S-1 | 333-260027 | 10.23 | 10/04/2021 |
| 10.237†X | Lease, dated as of April 1, 2019, as amended by that certain First Amendment of Lease, dated December 10, 2020, by and between 10 Jay Master Tenant LLC and the Company. | S-1 | 333-260027 | 10.24 | 10/04/2021 |
| 10.24† | Partial Termination and Second Amendment of Lease, dated February 16, 2022, by and between 10 Jay Master Tenant LLC and the Company. | 10-K | 001-40958 | 10.27 | 4/14/2022 |
| 10.25 | Eighth Amendment to the Credit Agreement dated as of August 15, 2022 (as previously amended on July 23, 2018, December 21, 2018, April 24, 2019, November 26, 2019, June 2, 2020, August 18, 2020, October 26, 2020, and October 18, 2021), and as may be further amended, restated, supplemented or otherwise modified in accordance with the terms thereof), by and among the Company, the lenders from time to time party thereto and Double Helix Pte Ltd. as administrative agent | 10-Q | 001-40958 | 10.1 | 9/13/2022 | |||
| 10.26 | Ninth Amendment to the Credit Agreement, dated as of January 31, 2023, by and among the Company, the lenders from time to time party thereto and Double Helix Pte Ltd., as administrative agent. | 10-K | 001-40958 | 10.3 | 4/13/2023 | |||
| 10.27†X | Tenth Amendment to the Credit Agreement, dated as of December 1, 2023, (as previously amended on July 23, 2018, December 21, 2018, April 24, 2019, November 26, 2019, June 2, 2020, August 18, 2020, October 26, 2020, October 18, 2021 and January 31, 2023), by and among the Company, the lenders from time to time party thereto and Double Helix Pte Ltd., as administrative agent. | * | ||||||
| 10.28+ | Transition Agreement between the Company and Anushka Salinas, dated January 8, 2024 | 8-K | 001-40958 | 10.1 | 1/09/2024 | |||
| 10.29+ | Form of Retention Bonus Letter | 10-Q | 001-40958 | 10.1 | 10.1 | 12/06/2023 | 45266 | |
| 10.30+ | Offer Letter Amendment, between the Company and Siddharth Thacker, dated April 11, 2023 | 8-K | 001-40958 | 10.1 | 4/12/2023 | |||
| 10.31+ | Transition Agreement, between the Company and Scarlett O’Sullivan, dated April 11, 2023 | 8-K | 001-40958 | 10.2 | 4/12/2023 | |||
| 10.32† | Third Lease Modification, dated as of January 29, 2024 by and between Hartz Metro Leasehold I LLC and the Company. | * | ||||||
| 10.33+ | Amended and Restated Executive Severance Plan | * | ||||||
| 21.1 | List of subsidiaries | * | ||||||
| 23.1 | Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm | * | ||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) | * | ||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) | * | ||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | ** | ||||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | ** | ||||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | * | ||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * |
- Filed herewith
** Furnished herewith
- Indicates management contract or compensatory plan
† Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10) because the omitted information (i) is not material and (ii) is treated as confidential by the Company
X Certain schedules (or similar attachments) to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant agrees to furnish a copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.