Rent the Runway, Inc.

10. Stockholders’ Equity

ATM Offering

On April 15, 2026, the Company entered into an at-the-market sales agreement for the sale of shares of the Company’s Class A common stock (the “ATM offering”). During the six months ended July 31, 2026, the Company sold 45,358 shares of Class A common stock at a weighted average price of $5.52 per share for proceeds of $0.2 million, net of commissions of 3% and allocated equity issuance costs. The Company soldno shares during the three months ended July 31, 2026. The Company may sell shares up to an aggregate offering price of $40 million. As of the date of this Form 10-Q, the Company’s public float was less than $75 million. As a result, the Company is subject to the limitations of General Instruction I.B.6 to Form S-3 until such time as the Company’s public float exceeds $75 million, which means the Company only has the capacity to sell shares up to one-third of its public float under its registration statement on Form S-3, including the ATM offering, in any 12-month period.

Rights Offering

See “Note 6 - Long-Term Debt” and “Note 12 - Net Loss per Share Attributable to Common Stockholders” for information regarding the rights offering.

Common Stock

Holders of Class A common stock are entitled toone vote per share, as well as dividends if and when declared by the Board and, upon liquidation, dissolution, winding up or other liquidation event of the Company, all assets available for distribution to common stockholders. There are no redemption provisions with respect to common stock.

In connection with the closing of the Recapitalization Transactions, all outstanding shares of the Company’s Class B common stock were converted into shares of Class A common stock on aone-for-one basis, such thatno shares of Class B common stock remain outstanding. See “Note 6 - Long-Term Debt”and “Note 11 — Share-based Compensation Plans” in the Notes to the Condensed Consolidated Financial Statements for more information.

In July 2026, the Company’s stockholders approved the elimination of the Company’s authorized shares of Class B common stock. Prior to the elimination, the Company had 50,000,000 authorized shares of Class B common stock andno shares were issued or outstanding. See “Note 2 - Summary of Significant Accounting Policies” for more information.

RENT THE RUNWAY, INC.Notes to Condensed Consolidated Financial Statements

Preferred Stock

In July 2026, the Company’s stockholders approved the elimination of the Company’s authorized shares of preferred stock. Prior to the elimination, the Company had 10,000,000 authorized shares of preferred stock andno shares were issued or outstanding. See “Note 2 - Summary of Significant Accounting Policies” for more information.

Warrants

As of July 31, 2026 and January 31, 2026, the Company had the following outstanding warrants:

As of July 31, 2026 and January 31, 2026, all outstanding warrants were equity-classified and recorded as additional paid-in capital. Equity-classified contracts are not subsequently remeasured unless reclassification is required from equity to liability classification.

The fair value was estimated using the Black-Scholes option pricing model. The fair value is subjective and is affected by changes in inputs to the valuation model including the fair value per share of the underlying stock, the expected term of each warrant, volatility of the Company’s stock and peer company stock, and risk-free rates based on the U.S. Treasury yield curves.