UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11 24, 2025

Rent the Runway, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40958

80-0376379

~~001-40958~~

~~80-0376379~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification Number)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Rent the Runway, Inc.

10 Jay Street

Brooklyn, New York 11201

(Address of principal executive offices, including ~~Zip~~zip ~~Code~~code)

~~Registrant’s telephone number, including area code:~~ (212) 524-6860

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~ of the Securities Exchange Act ~~(17~~of ~~CFR 240.14a-12)~~1934:

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		RENT		NASDAQ

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

TradingSymbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

RENT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.0201 ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

On September 11 24, 2025, Rent the Runway, Inc. (the “Company”) ~~issued~~announced a ~~press~~record ~~release~~date ~~announcing~~of ~~its~~October ~~financial~~6, ~~results~~2025 ~~for~~ (the ~~quarter~~“Record ~~ended~~Date”) ~~July 31~~in connection with the previously announced $12,500,000 ~~2025~~rights offering. AUnder ~~copy~~the terms of the ~~press~~rights ~~release~~offering, isthe ~~furnished~~Company intends to distribute at no charge to holders of its Class A common stock and Class B common stock as ~~Exhibit~~of 99the close of business on the Record Date, transferable subscription rights to purchase up to an aggregate of 3,063,725 shares of the Company’s Class A common stock, par value $0.1001 per share, at a subscription price of $4.08 per share. More details of the rights offering will be included in a prospectus supplement to ~~this~~be ~~Form~~filed ~~8-K~~with the U.S. Securities and isExchange ~~incorporated~~Commission bywhen ~~reference.~~the offering is launched.

~~Information~~This inCurrent ~~Exhibit~~Report ~~99.1 of this Form 8-K~~ shall not beconstitute ~~deemed~~an ~~“filed”~~offer to ~~for~~sell or the ~~purposes~~solicitation of ~~Section~~an 18offer ofto ~~the~~buy ~~Securities~~any ~~Exchange Act of 1934~~securities, asnor ~~amended~~shall ~~(the~~there ~~“Exchange~~be ~~Act”)~~any offer, solicitation or ~~otherwise~~sale ~~incorporated~~of bysecurities ~~reference~~in ~~into~~ any state ~~filing~~in ~~pursuant~~which tosuch ~~the~~offer, ~~Securities~~solicitation ~~Act~~or ofsale ~~1933,~~would asbe ~~amended,~~unlawful orprior ~~the~~to ~~Exchange~~registration ~~Act,~~or ~~except~~qualification asunder ~~otherwise~~the ~~expressly~~securities ~~stated~~laws inof any such ~~filing~~state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release issued by Rent the Runway, Inc. on September 11, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RENT THE RUNWAY, INC.

Date: September 11, 2025

By:

/s/ Siddharth Thacker

Name: Siddharth ThackerChief Financial Officer

	RENT THE RUNWAY, INC.


	By:	/s/ Cara Schembri
		Name: Cara Schembri
		Title: Chief Legal & Administrative Officer; Secretary

Dated: September 24, 2025

Filing Compare · Rent the Runway, Inc.