Rent Runway : 2024 Proxy Statement

10 Jay Street

Brooklyn, NY 11201

May 23, 2024

To our stockholders:

I am pleased to invite you to attend Rent the Runway, Inc.'s 2024 Annual Meeting of Stockholders to be held on Thursday, July 11, 2024 at 8:30 a.m., Eastern Time. Our Annual Meeting will be a ''virtual meeting'' of stockholders, which will be conducted exclusively online via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote. Voting instructions can be found on page 4 of the proxy statement.

On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Rent the Runway.

Sincerely,

Jennifer Hyman

Co-Founder, Chair, CEO & President

Rent the Runway, Inc.

Notice of 2024 Annual Meeting of Stockholders

Date: July 11, 2024

Time: 8:30 a.m. Eastern Time

Place: www.virtualshareholdermeeting.com/RENT2024

Record Date: May 16, 2024

Meeting Agenda:

• Elect Jennifer Y. Hyman, Beth Kaplan, Emil Michael and Gwyneth Paltrow as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;
• Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025; and
• Transact any other business that may properly come before the Annual Meeting.

Holders of record of our outstanding shares of capital stock, composed of Class A common stock and Class B common stock, at the close of business on May 16, 2024, are entitled to notice of and to vote at the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Annual Meeting for a purpose relevant to the meeting by sending an email to [e-mail] and stating the purpose of the request and providing proof of ownership of Rent the Runway stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16 digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and to submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or nominee and you wish to vote during the Annual Meeting, you must follow the instructions from such broker, bank, trustee, or nominee.

Cara Schembri

Chief Legal & Administrative Officer

May 23, 2024

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on July 11, 2024: The proxy statement and the annual report to stockholders are available at www.proxyvote.com.

Table of Contents

Proxy Overview	1
About Rent the Runway	2
Fiscal Year 2023 Business Highlights	2
Corporate Governance	3
Voting and Meeting Information	4
Proposal No. 1 - Election of Directors	8
Information About Board Nominees and Continuing Directors	9
Nominees to our Board of Directors - Class III Directors	9
Class I Directors Whose Terms Expire at the 2025 Annual Meeting	10
Class II Directors Whose Terms Expire at the 2026 Annual Meeting	11
The Board and Corporate Governance	12
Board Leadership Structure	12
Board Diversity	13
Board Oversight of Risk	13
Director Independence	13
Board Meetings	14
Board Committees	14
Code of Conduct	16
Compensation Committee Interlocks and Insider Participation	16
Director Nomination Process	16
Stockholders Agreement	17
Communications with the Board	18
Policy for Recovery of Erroneously Awarded Compensation	18
Director Compensation	19
Audit Committee Report	22
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm	23
Fees and Services	23
Pre-Approval Policies and Procedures	24
Executive Officers	25
Executive Compensation	27
Equity Compensation Plan Information	36
Certain Relationships and Related Person Transactions	37
Security Ownership of Certain Beneficial Owners, Directors, and Management	39
Delinquent Section 16(a) Reports	42
Additional Information	43
Stockholder Proposals	43
Information Requests	43
Other Business	43
Forward-Looking Statements	44
Annex A	A-1

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 and Class B common stock.

This proxy statement and the Company's Annual Report to Stockholders for the fiscal year ended January 31, 2024 (the ''2023 Annual Report'') will be released on or about May 23, 2024 to our stockholders on the Record Date. On the same date, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the ''Internet Notice'') containing instructions on how to access this proxy statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2023 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Meeting Date: July 11, 2024

Record Date: May 16, 2024

Meeting Time: 8:30 am Eastern Time

Virtual Meeting Only: www.virtualshareholdermeeting.com/RENT2024

Agenda:

	Proposal	Board Recommendation	Reference Page
Proposal 1	The election of Jennifer Y. Hyman, Beth Kaplan, Emil Michael	For all nominees	8
	and Gwyneth Paltrow as Class III Directors to serve until the
	2027 Annual Meeting of Stockholders and until their respective
	successors shall have been duly elected and qualified
Proposal 2	The ratification of the appointment of PricewaterhouseCoopers	For	23
	LLP as our independent registered public accounting firm for
	the fiscal year ending January 31, 2025

Important Note Regarding the 2024 Reverse Stock Split: In March 2024, following stockholder approval, we effected a 1-for-20 reverse stock split of our outstanding shares of Class A common stock and Class B common stock (the ''Reverse Stock Split''). The Reverse Stock Split became effective on April 2, 2024 and our shares began trading on a post-split basis on April 3, 2024. Accordingly, all share and per share amounts for all periods presented in this Proxy Statement have been retroactively adjusted to reflect the Reverse Stock Split. In addition, all equity awards and warrants outstanding immediately prior to the Reverse Stock Split were proportionately adjusted.

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About Rent the Runway

Our mission is to power women to feel their best every day.

Since our founding in November 2009, we have built the world's first and largest shared designer closet with thousands of styles by hundreds of brand partners. We give customers access to our ''Unlimited Closet'' through our subscription offering (''Subscription'') or the ability to rent a-la-carte through our reserve offering (''Reserve''). We also give our subscribers and customers the ability to buy our products through our Resale offering. Our Closet in the Cloud offers a wide assortment of items for every occasion, from evening wear and accessories to ready-to-wear, workwear, denim, casual, maternity, outerwear, blouses, knitwear, loungewear, jewelry, handbags, activewear and ski wear. We have served approximately 3 million lifetime customers across all of our offerings and we had 173,247 total subscribers (active and paused) as of January 31, 2024. We had

125,954 active subscribers as of January 31, 2024. In fiscal year 2023, 88% of our total revenue was generated by subscribers, compared to 86% in fiscal year 2022.

We have created a two-sided discovery engine: customers find new brands they love and brand partners find new customers they need. For customers, we unlock freedom of self-expression through access to our ''Unlimited Closet'' that has a constantly rotating supply of styles for all occasions, seasons, moods and price points. This leads to deep engagement with our platform as customers discover new brands they love. Brand partners are able to tap into our large, engaged community to discover new customers and get unparalleled data insights. All of this helps them grow their businesses and encourages them to partner more closely with us over time.

Fiscal Year 2023 Business Highlights

We have achieved the following operating and financial results for the years ended January 31, 2024 and 2023, respectively:

• Revenue was $298.2 million and $296.4 million, respectively, representing a 0.6% growth year-over- year;
• 125,954 and 126,712 ending Active Subscribers (excluding paused subscribers), representing a change of (1)% year-over-year;
• 135,211 and 128,586 Average Active Subscribers, representing 5% growth year-over-year;
• 173,247 and 171,998 ending Total Subscribers (including paused subscribers), respectively, representing 1% growth year-over-year;
• Gross Profit was $119.7 million and $120.0 million, respectively, representing a gross margin of 40.1% and 40.5%, respectively;
• Net Loss was $(113.2) million and $(138.7) million, respectively. Net Loss as a percentage of revenue was (38.0)%, and (46.8)%, respectively, and included $3.1 million and $7.7 million of restructuring and related charges, respectively;
• Adjusted EBITDA was $26.9 million and $6.7 million, respectively, representing an Adjusted EBITDA margin of 9.0% and 2.3%, respectively (See Annex A for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP);
• Net cash used in operating activities plus net cash used in investing activities was $(70.3) million and $(92.0) million, respectively;
• Net cash used in operating activities plus net cash used in investing activities as a percentage of revenue was (23.6)% and (31.0)%, respectively; and
• Cash and Cash Equivalents was $84.0 million and $154.5 million, respectively.

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Corporate Governance

Key Highlights

We carefully consider our corporate governance practices and believe that they are appropriately tailored to our business and promote the long-term interests of our stockholders. Our corporate governance practices include:

• All directors on the Board are independent, except for our CEO
• All of our committee members are independent
• Regular executive sessions of independent directors
• Board comprised of sophisticated, engaged directors with diverse relevant expertise
• Board and committees with an active role in risk management oversight
• Robust code of conduct applicable to directors, officers, and employees
• Periodic Board and committee self-evaluations
• Periodic reviews of our corporate governance structure, including committee charters, corporate governance guidelines, and code of conduct, to ensure they are appropriate for a company of our stage of development and market size
• Policy of no pledging without prior Board approval and no hedging of RTR shares for current employees and directors

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Voting and Meeting Information

What is the purpose of this proxy statement?

We are sending you this proxy statement because the Board of Directors of Rent the Runway is inviting you to vote (by soliciting your proxy) at our Annual Meeting of Stockholders on July 11, 2024 at 8:30 a.m., Eastern Time. This proxy statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this proxy statement.

Who is entitled to vote at the Annual Meeting?

Stockholders as of the close of business on May 16, 2024, the record date, are entitled to attend and vote at the Annual Meeting. There were approximately 3,566,441 shares of Class A common stock and 155,333 shares of Class B common stock outstanding on May 16, 2024 entitled to vote.

The meeting webcast will begin promptly at 8:30 a.m., Eastern Time, and will be accessible at www.virtualshareholdermeeting.com/RENT2024. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

How many votes per share do I have?

Each share of our Class A common stock has one vote per share and each share of our Class B common stock has twenty votes per share. Our Class A and Class B common stock will vote together as a single class on all matters to be voted upon at the Annual Meeting.

How do I vote in advance of the meeting?

If, on May 16, 2024, your Rent the Runway shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record and you can vote your shares in one of two ways: either by proxy or during the virtual Annual Meeting electronically.

If, on May 16, 2024, your shares were held in ''street name'' through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers.

Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are held in ''street name,'' you may visit www.proxyvote.com and enter the 16-digit control number included in the Internet Notice or voting instruction card provided to you by your bank or brokerage firm. If you hold your shares in street name and you did not receive a 16-digit control number, you may need to log in to your bank or brokerage firm's website to access the meeting and vote. Instructions should also be provided on the Internet Notice or voting instruction card provided by your bank or brokerage firm.

If you choose to vote by proxy, you may do so:

By Internet	You can vote over the internet at www.proxyvote.com by following the instructions on the Internet
	Notice or proxy card;
By Telephone	You can vote by telephone by calling toll-free1-800-690-6903 and following the instructions on the
	Internet Notice or proxy card; or
By Mail	You can vote by mail by signing, dating, and mailing the proxy card (if you received one by mail) to Vote
	Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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Can I ask questions at the Annual Meeting?

In order to ensure stockholders are afforded the same rights and opportunities to participate in the Annual Meeting as an in-person meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during the meeting that are pertinent to the Company and the meeting matters.

Only stockholders of record as of the record date for the Annual Meeting and their proxy holders who have logged in using a 16-digit control number may submit questions or comments.

You will be able to ask questions by joining the virtual Annual Meeting at www.virtualshareholdermeeting.com/RENT2024 and typing your question in the box in the Annual Meeting portal.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask that you limit your remarks to one brief question or comment that is relevant to the Annual Meeting or Rent the Runway's business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by Rent the Runway's management with a representative question read aloud and answered. In addition, questions may be deemed to be out of order if they are, among other things, irrelevant to our business, repetitious of statements already made, or in furtherance of the speaker's own personal, political, or business interests. Questions will be addressed in the Q&A portion of the Annual Meeting.

What if I need technical assistance accessing or participating in the virtual Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log in page. Technical support will be available starting at 8:15 a.m. Eastern Time on July 11, 2024.

What is the deadline for voting?

If you are a stockholder of record, your ability to vote by proxy by internet or telephone will end at 11:59 p.m. Eastern Time on July 10, 2024. If you prefer to vote by mail, you should complete and return the proxy card as soon as possible. You will also be able to vote by attending and voting at the virtual Annual Meeting on July 11, 2024. However, we recommend that you submit your proxy in advance in the event your plans change or you are unable to attend the Annual Meeting.

If your Rent the Runway shares are held in an account with a broker, bank, trustee, or nominee, you should vote in accordance with the instructions from your broker, bank, trustee, or nominee.

What happens if I do not vote?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet, or online during the meeting, your shares will not be voted.

If your Rent the Runway shares are held in an account with a broker or other nominee, and you do not instruct your broker or other nominee how to vote your shares, your broker or other nominee may still be able to vote your shares in its discretion. In this regard, brokers and other securities intermediaries may use their discretion to vote your ''uninstructed'' shares with respect to matters considered under applicable exchange rules to be ''routine,'' but not with respect to ''non-routine'' matters. Proposal No. 1 (Election of Directors) is considered to be ''non- routine'' under applicable exchange rules, meaning that your broker may not vote your shares on this proposal in the absence of your voting instructions, which would result in a ''broker non-vote.'' Proposal No. 2 (Ratification of Auditors), however, is considered to be a ''routine'' matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 2. See ''How many votes are required to approve each proposal?'' below for more information. Please instruct your broker, bank, trustee, or nominee to ensure that your vote will be counted.

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What is a ''vote withheld'' and an ''abstention'' and how will votes withheld and abstentions be treated?

A ''vote withheld,'' in the case of the proposal regarding the election of directors, or an ''abstention,'' in the case of the proposal regarding the ratification of the appointment of our auditors, represents a stockholder's affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of our auditors.

What if I return a proxy card but do not make specific choices?

If you submit a properly signed proxy card but do not provide any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board, which are indicated above and with each proposal in this proxy statement. We know of no other business that will be presented at the Annual Meeting. However, if any other matter is properly presented at the meeting, the persons named as proxies will vote your shares using his or her best judgment.

Can I change my vote or revoke my proxy?

Yes. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you may change your vote or revoke your proxy at any time prior to the final vote at the virtual Annual Meeting on July 11, 2024 by:

• providing a new proxy bearing a later date (which automatically revokes the earlier proxy) by internet, telephone, or mail (and until the applicable deadline for each method);
• by submitting written notice of revocation to the Secretary of the Company prior to the Annual Meeting; or
• attending and voting at the virtual Annual Meeting.

Your most recent proxy submitted by proxy card, internet, or telephone is the one that will count. Your attendance at the virtual Annual Meeting by itself will not revoke your proxy if you do not also vote at the virtual Annual Meeting.

If you hold shares in an account with a broker, bank, trustee, or nominee, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee in accordance with the instructions they provide to you. If you have obtained a valid proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, you may change your vote by attending the virtual Annual Meeting and voting.

How many votes are required to approve each proposal?

		Effect of Votes
Proposal	Vote Required for Approval	Withheld or	Effect of Broker Non-Votes*
Abstentions, as
		applicable
1. Election of Directors	Directors are elected by a plurality of the	Votes withheld have no	No effect. Brokers may not vote the
	votes cast. The four director nominees	effect	shares if not instructed by the beneficial
	receiving the highest number of ''FOR''		owner, as this matter is considered
	votes will be elected.		''non-routine.''
2. Ratification of	Decided by a majority of the votes cast.	Abstentions have no	No effect. Brokers may vote the shares if
Auditors	This proposal will be approved if the	effect	not instructed by the beneficial owner,
	number of votes cast ''FOR'' the		as this matter is considered ''routine.''
	proposal exceeds the number of votes		Therefore, we would not expect broker
	cast ''AGAINST'' the proposal.		non-votes to result from this proposal.

*A ''broker non-vote'' occurs when a beneficial owner of shares held by a broker or nominee does not give voting instructions to his or her broker or other securities intermediary as to how to vote on matters deemed to be ''non-routine'' and, as a result, the broker, bank, or other securities intermediary may not vote the shares on those matters.

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