Rent the Runway, Inc.

Rent the Runway has filed its Thirteenth Amended and Restated Certificate of Incorporation, which became effective upon filing. Subsequently, the company's Board of Directors approved conforming amendments to the Third Amended & Restated Bylaws. These amendments align the bylaws with the certificate regarding several key areas, including stockholder rights, Board quorum requirements, and director and officer indemnification.

Rent the Runway's stockholders approved significant amendments to its Certificate of Incorporation, including eliminating supermajority voting provisions and allowing stockholders holding at least 40% of voting power to call special meetings. The company also increased the maximum number of shares authorized for issuance under its 2021 Incentive Award Plan by 3,899,439 to 10,171,225. Additionally, Suchi Sastri was appointed as an independent director to the Board and Audit Committee, which restored the company's compliance with Nasdaq listing rules.

Rent the Runway reported a 29% increase in total revenue to $89.9 million for the three months ended April 30, 2026, compared to $69.6 million in the prior year. The company's net loss narrowed to $18.9 million from $26.1 million year-over-year, with net loss per share significantly improving to $(0.57) from $(6.26). However, the company disclosed non-compliance with Nasdaq Listing Rule 5605(c)(2)(A) regarding audit committee composition and highlighted risks related to leadership transitions and material weaknesses in internal controls.

Rent the Runway, Inc. announced its first quarter 2026 financial results, reporting a 29.2% year-over-year increase in revenue to $89.9 million, with add-on revenue growing 70.4%. The company also saw its net loss narrow to $(18.9) million and Adjusted EBITDA improve to $(0.8) million. Key leadership changes were announced, including the appointment of Teri Bariquit as Interim CEO and President. Rent the Runway reaffirmed its full-year 2026 guidance.

Rent the Runway, Inc. announced its 2026 Annual Meeting of Stockholders to be held virtually on July 14, 2026, where shareholders will vote on 11 significant Charter Amendment Proposals and an increase in the 2021 Incentive Award Plan shares. These amendments aim to enhance corporate governance, including eliminating Class B and preferred stock, removing supermajority voting, and enabling stockholders holding at least 40% of voting power to call special meetings. The company also reported that Jennifer Hyman resigned as CEO and President, with Teri Bariquit appointed as interim CEO. For fiscal year 2025, Rent the Runway achieved 7.7% revenue growth to $329.8 million and a net income of $22.6 million, a significant improvement from the prior year's loss, alongside a 20.1% increase in active subscribers.

Rent the Runway announced that Chief Financial Officer Siddharth Thacker tendered his resignation on May 18, 2026, effective on or about June 3, 2026. Mr. Thacker is departing to pursue other opportunities, and his resignation is not due to any disagreement with the company regarding its operations or financial practices. The company has initiated a search for a new Chief Financial Officer and also reaffirmed its full-year 2026 guidance.

Rent the Runway, Inc. announced it will release its first quarter 2026 financial results for the period ended April 30, 2026, on Wednesday, June 3, 2026, before market open. The company will host a conference call and live webcast for the investment community at 8:30 a.m. Eastern Time on the same day to discuss the results and provide a business update. Details for accessing the webcast and conference call will be available on the company's investor relations website.

Jennifer Hyman, Co-Founder, CEO, and President of Rent the Runway, resigned effective May 15, 2026, and will transition to an advisory role through January 2027. Teri Bariquit, a current board member and former Nordstrom executive, has been appointed Interim CEO and President. The company reaffirmed its full-year 2026 financial guidance and highlighted its ongoing diversification strategy across AI, marketplace, media, and B2B platforms.

Rent the Runway, Inc. announced that Co-Founder Jennifer Hyman will step down as CEO, President, and Board member, effective May 15, 2026. She will continue as an advisor until January 2027. Teri Bariquit, a 37-year retail veteran and current Board member, has been appointed Interim CEO and President. The company also reaffirmed its full-year 2026 financial guidance and highlighted momentum in its diversification strategy across AI investments and Marketplace, Media, and B2B platforms.

Rent the Runway, Inc. has entered into an At-the-Market Sales Agreement with BTIG, LLC, allowing the company to sell up to $40,000,000 of its Class A common stock. Sales will be made through BTIG, LLC, acting as agent, with a commission rate of up to 3.0% of the gross sales price. The offering is pursuant to an effective shelf registration statement and is subject to a limitation of one-third of the aggregate market value of common stock held by non-affiliates, or $9,964,551, if the non-affiliate market value is below $75,000,000.