Material Event (Form 8-K)

Item 8.01 Other Events.

On April 15, 2026, Rent the Runway, Inc. (the "Company") entered into an At-the-Market Sales Agreement (the "Agreement") with BTIG, LLC, as agent and/or principal (the "Agent"), under which the Company may issue and sell through the agent, from time to time, shares of its Class A common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $40,000,000 (the "Offering"), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-279757), filed with the Securities and Exchange Commission (the "SEC") on May 28, 2024. The Company filed a prospectus supplement with the SEC on April 15, 2025 in connection with the Offering. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the Common Stock in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of the Company's Common Stock held by non-affiliates in any twelve (12)-month period, or $9,964,551, so long as the aggregate market value of the Company's outstanding common stock held by non-affiliates remains below $75,000,000.

Sales of the Common Stock, if any, will be made by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Subject to the terms of the Agreement, the Agent is not required to sell any specific amount, but will act as the Company's agent using commercially reasonable efforts consistent with its normal trading and sales practices. The Company will pay the Agent a commission rate of up to 3.0% of the gross sales price of any share of Common Stock sold under the Agreement.

The Agreement contains customary representations, warranties and agreements by the Company and the Agent, indemnification rights and obligations of the Company and the Agent, other obligations of the parties and termination provisions. The representations, warranties and agreements contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties to such agreement.

The foregoing description of the 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 filed as Exhibit 1.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

A copy of the opinion of Davis Polk & Wardwell LLP regarding the validity of the shares of the Common Stock that may be issued and sold in the Offering is filed as Exhibit 5.1 hereto.