RENT THE RUNWAY, INC.

Up to $40,000,000
Class A common stock

 

 

We have entered into an at-the-market sales agreement, or the Sales Agreement, with BTIG, LLC (the "Agent"), dated April 15, 2026, relating to the sale of shares of our Class A common stock, $0.001 par value per share, offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $40,000,000 from time to time through the Agent, acting as our sales agent.

As of April 14, 2026, the aggregate market value of our outstanding Class A common stock held by non-affiliates, or the public float, was $29,893,655, which was calculated based on 4,649,091 shares of our outstanding Class A common stock held by non-affiliates at a price of $6.43 per share, the closing price of our Class A common stock on February 24, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our Class A common stock held by non-affiliates in any 12-month period, or $9,964,551, so long as the aggregate market value of our Class A common stock held by non-affiliates is less than $75,000,000. During the prior 12-months as of the date of this prospectus supplement, we have sold no shares of our Class A common stock, leaving $9,964,551 that could be sold under this prospectus supplement.

Sales of shares of our Class A common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through The Nasdaq Global Market, or Nasdaq, or any other existing trading market for our Class A common stock, in block transactions, or as otherwise agreed upon by us and the Agent or any other method permitted by applicable law. The Agent is not required to sell any specific number or dollar amount of shares of our Class A common stock, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Agent will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the Sales Agreement. See "Plan of Distribution" beginning on page S-14 for additional information regarding the compensation to be paid to the Agent.

In connection with the sale of shares of our Class A common stock on our behalf, the Agent may be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act.

Shares of our Class A common stock trade on Nasdaq under the symbol "RENT." On April 14, 2026, the last sale price of our Class A common stock as reported on Nasdaq was $5.22 per share.