Material Agreement, Private Placement (Form 8-K)

On September 11, 2026, Rent the Runway, Inc. (the "Company") entered into a rights offering backstop agreement (the "Rights Offering Backstop Agreement"), by and among the Company, CHS US Investments LLC ("CHS"), Gateway Runway, LLC ("Nexus") and S3 RR Aggregator, LLC ("STORY3" and, collectively with CHS and Nexus, the "Investor Group"), in connection with a $15,000,000 rights offering by the Company (the "Rights Offering") to enhance the Company's financial position and financial flexibility. Pursuant to the Rights Offering, the Company will distribute to all eligible holders of record of its Class A common stock, par value $0.001 per share (the "Class A Common Stock"), as of 5:00 p.m., New York City time on the record date to be determined at a later date by the Board of Directors of the Company (the "Record Date"), at no cost and on a pro rata basis, transferable subscription rights to purchase shares of Class A Common Stock at a subscription price equal to the greater of (i) $3.55, which represents the volume weighted average price of our Class A Common Stock for the 15-day trading period ending on the second trading day preceding the date of the Rights Offering Backstop Agreement and (ii) the volume weighted average price of our Class A Common Stock for the 15-day trading period through and including the Record Date (the "Subscription Price").

In connection with the Rights Offering, the Company will prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1. Under the Rights Offering Backstop Agreement, the Investor Group agreed to purchase from the Company, at the Subscription Price, all unsubscribed shares of the Class A Common Stock (the "Unsubscribed Shares") to be issued in connection with the Rights Offering, on the terms and subject to the conditions set forth in the Rights Offering Backstop Agreement. The completion of the Rights Offering, as well as the Investor Group's obligations to complete the purchase of shares pursuant to the Rights Offering Backstop Agreement, are subject to certain customary conditions, including among others, that a registration statement with respect to the Rights Offering has been declared and remains effective.

The description of the terms of the Rights Offering Backstop Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Rights Offering Backstop Agreement and the issuance of the Unsubscribed Shares, if any, is incorporated by reference into this Item 3.02.