Rent the Runway, Inc.
For the period ended Jan 31, 2026. Filed Apr 14, 2026.
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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.
FY2026 · Filed Apr 14, 2026
RENT$2.20-2.7%Stored close · as of Nov 10, 2026
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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 | Second Amended & Restated Bylaws | 8-K | 001-40958 | 3.1 | 10/28/2025 | |
| 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 | 2019 Stock Incentive Plan | S-1/A | 333-260027 | 10.5 | 10/18/2021 | |
| 10.3+ | Amended and Restated 2021 Incentive Award Plan | S-1/A | 333-260027 | 10.9 | 10/22/2021 | |
| 10.4+ | Second Amended and Restated 2021 Incentive Award Plan | S-8 | 33-291155 | 99.1 | 10/29/2025 | |
| 10.5+ | First Amendment to Second Amended and Restated 2021 Incentive Award Plan | S-8 | 33-291155 | 99.2 | 12/15/2025 | |
| 10.6+ | 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 | |
| 10.7+ | Non-Employee Director Compensation Program | * | ||||
| 10.8+ | 2021 Employee Stock Purchase Plan | S-1/A | 333-260027 | 10.14 | 10/22/2021 | ||
| 10.9+ | Offer Letter between the Company and Sarah Tam, dated January 12, 2015 | 10-Q | 001-40958 | 10.1 | 06/06/2025 | ||
| 10.10+ | 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 | ||
| 10.11+ | Amendment to Amended and Restated Employment Agreement by and between the Company and Jennifer Y. Hyman, dated May 18, 2022 | 10-Q | 001-40958 | 10.1 | 6/10/2022 | ||
| 10.12+ | Amendment to Amended and Restated Employment Agreement by and between the Company and Jennifer Y. Hyman, dated February 25, 2025 | 10-K | 001-40958 | 10.17 | 4/15/2025 | ||
| 10.13X | Amendment to Amended and Restated Employment Agreement, by and between Rent the Runway, Inc. and Jennifer Hyman, dated August 20, 2025 | S-1/A | 333-290358 | 10.38 | 09/29/2025 | ||
| 10.14 | 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 | ||
| 10.15†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 | ||
| 10.16†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 | ||
| 10.17†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 | ||
| 10.18† | 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 | ||
| 10.19+ | Form of Retention Bonus Letter | 10-Q | 001-40958 | 10.1 | 10.1 | 12/06/2023 | 45266 |
| 10.20+ | Offer Letter Amendment, between the Company and Siddharth Thacker, dated April 11, 2023 | 8-K | 001-40958 | 10.1 | 4/12/2023 | ||
| 10.21† | Third Lease Modification, dated as of January 29, 2024 by and between Hartz Metro Leasehold I LLC and the Company. | 10-K | 001-40958 | 10.32 | 4/11/2024 | ||
| 10.22+ | Amended and Restated Executive Severance Plan | 10-K | 001-40958 | 10.33 | 4/11/2024 | ||
| 10.23+ | Transaction Bonus Plan | 8-K | 001-40958 | 10.1 | 5/21/2024 | ||
| 10.24+ | Amendment No. 1 to Rent the Runway, Inc. Transaction Bonus Plan | 10-Q | 001-40958 | 10.1 | 9/12/2025 | ||
| 10.25+ | Amendment No. 2 to Rent the Runway, Inc. Transaction Bonus Plan | 8-K | 001-40958 | 10.5 | 8/21/2025 | ||
| 10.26 | Exchange Agreement, dated August 20, 2025, by and between Rent the Runway, Inc. and CHS US Investments LLC | 8-K | 001-40958 | 10.1 | 8/21/2025 |
| 10.27 | Investor Rights Agreement, dated August 20, 2025, by and among Rent the Runway, Inc., CHS US Investments LLC, Gateway Runway, LLC, S3 RR Aggregator, LLC and entities affiliated with Jennifer Hyman | 8-K | 001-40958 | 10.2 | 8/21/2025 | |
| 10.28 | Rights Offering Backstop Agreement, dated August 20, 2025, by and among Rent the Runway, Inc. and CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC | 8-K | 001-40958 | 10.3 | 8/21/2025 | |
| 10.29 | Executive Chair Letter, by and between Rent the Runway, Inc. and Dhiren Fonseca | 10-Q | 001-40958 | 10.7 | 12/12/2025 | |
| 10.30 | Amended and Restated Credit Agreement, dated October 28, 2025, by and among Rent the Runway, Inc., as borrower, CHS (US) Management LLC, as administrative agent, and CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC, as lenders | 8-K | 001-40958 | 10.1 | 10/28/2025 | |
| 10.31 | First Amendment to Amended and Restated Credit Agreement, dated January 28, 2026, by and among the Company, CHS (US) Management LLC, as the administrative agent, and the lenders party thereto | 8-K | 001-40958 | 10.1 | 2/3/2026 | |
| 10.32+ | Consulting Services Agreement, between the Company and Teri Bariquit, dated November 1, 2025 | * | ||||
| 10.33+ | Form of Performance Stock Unit Award (Second Amended and Restated 2021 Incentive Award Plan) (Hyman) | * | ||||
| 10.34+ | Form of Restricted Stock Unit Award (Second Amended and Restated 2021 Incentive Award Plan) (Hyman) | * | ||||
| 10.35+ | Form of Performance Stock Unit Award (Second Amended and Restated 2021 Incentive Award Plan) (Executive) | * | ||||
| 10.36+ | Form of Restricted Stock Unit Award (Second Amended and Restated 2021 Incentive Award Plan) (Executive) | * | ||||
| 10.37+ | Form of Restricted Stock Unit Award (Second Amended and Restated 2021 Incentive Award Plan) (Non-Employee Director) | * | ||||
| 10.38+ | Employment Agreement between Rent the Runway, Inc. and Dhiren Fonseca, dated February 24, 2026 | * | ||||
| 10.39+ | Form of Performance Stock Unit Award (Second Amended and Restated 2021 Incentive Award Plan) (Fonseca) | * | ||||
| 10.40+ | Form of Restricted Stock Inducement Award (Fonseca) | S-8 | 33-291155 | 99.1 | 2/27/2026 | |
| 10.41+ | Form of Performance Stock Unit Award Amendment (Second Amended and Restated 2021 Incentive Award Plan (Executive) | * | ||||
| 10.42+ | Thacker One-Time Bonus Letter, dated March 20, 2026 | * | ||||
| 10.43+ | Tam One-Time Bonus Letter, dated March 23, 2026 | * | ||||
| 10.44 | Second Amendment to Amended and Restated Credit Agreement, dated April 1, 2026, by and among the Company, CHS (US) Management LLC, as the administrative agent, and the lenders party thereto | 8-K | 001-40958 | 10.1 | 4/6/2026 | |
| 19.1 | Insider Trading Policy | 10-K | 001-40958 | 19.1 | 4/15/2025 | |
| 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.
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.