S-1 1 ny20055620x1_s1.htm S-1

As filed with the Securities and Exchange Commission on September 18, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RENT THE RUNWAY, INC.

(Exact Name of Registrant as Specified in Its Charter)

10 Jay Street

Brooklyn, New York 11201

(212) 524-6860

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jennifer Y. Hyman

Co-Founder, Chief Executive Officer and Chair

Rent the Runway, Inc.

10 Jay Street

Brooklyn, New York 11201

(212) 524-6860

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Nicole Brookshire

Paul Scrivano

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			Page
SUMMARY			1
RISK FACTORS			8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			12
USE OF PROCEEDS			13
CAPITALIZATION			14
DILUTION			15
DESCRIPTION OF THE RIGHTS OFFERING			16
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			27
PLAN OF DISTRIBUTION			33
LEGAL MATTERS			34
EXPERTS			34
WHERE YOU CAN FIND MORE INFORMATION			35


	Six months ended July 31,		Year ended January 31,
	2025	2024	2025	2024	2023
(in millions, except share and per share data)	(unaudited)
Revenue:
Subscription and Reserve rental revenue	$131.2	$134.6	$265.5	$264.9	$268.6
Other revenue	19.3	19.3	40.7	33.3	27.8
Total revenue, net	150.5	153.9	306.2	298.2	296.4
Costs and expenses:
Fulfillment	42.9	41.2	82.8	86.0	92.2
Technology	19.4	18.3	35.7	49.1	55.4
Marketing	16.0	16.8	28.2	31.2	35.1
General and administrative	45.3	45.0	86.8	101.6	109.0
Rental product depreciation and revenue share	61.4	51.9	107.5	92.5	84.2
Other depreciation and amortization	5.3	6.6	12.5	14.7	16.4
Restructuring charges	—	0.2	0.2	2.0	2.4
Loss on asset impairment related to restructuring	—	—	—	1.1	5.3
Total costs and expenses	190.3	180.0	353.7	378.2	400.0
Operating loss	(39.8)	(26.1)	(47.5)	(80.0)	(103.6)
Interest income / (expense), net	(13.2)	(11.6)	(24.2)	(33.7)	(36.8)
Other income / (expense), net	0.7	0.2	2.1	0.7	1.5
Net loss before benefit from income tax benefit / (expense)	(52.3)	(37.5)	(69.6)	(113.0)	(138.9)
Income tax benefit / (expense)	(0.2)	(0.1)	(0.3)	(0.2)	0.2
Net loss	$(52.5)	$(37.6)	$(69.9)	$(113.2)	$(138.7)
Net loss per share attributable to common stockholders, basic and diluted	$(13.12)	$(10.18)	$(18.51)	$(33.12)	$(43.17)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	4,000,887	3,692,025	3,776,633	3,418,382	3,212,746


	As of July 31,	As of January 31,
	2025	2025	2024
(in millions)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$43.6	$77.4	$84.0
Restricted cash, current	4.7	4.7	5.2
Prepaid expenses and other current assets	15.0	11.8	13.0
Total current assets	63.3	93.9	102.2
Restricted cash	3.9	4.4	4.8
Rental product, net	86.7	73.3	94.0
Fixed assets, net	25.2	28.3	35.7
Intangible assets, net	2.4	2.4	3.4
Operating lease right-of-use assets	30.7	32.1	33.9
Other assets	6.8	5.6	4.5
Total assets	$219.0	$240.0	$278.5
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$9.2	$6.2	$5.8
Accrued expenses and other current liabilities	36.4	20.3	21.7
Deferred revenue	11.5	10.2	10.9
Customer credit liabilities	6.0	6.0	6.3
Operating lease liabilities	5.2	4.7	3.4
Total current liabilities	68.3	47.4	48.1
Long-term debt, net	343.9	333.7	306.7
Operating lease liabilities	38.3	41.0	45.3
Other liabilities	0.6	0.4	0.7
Total liabilities	451.1	422.5	400.8
Additional paid-in capital	943.4	940.5	930.8
Accumulated deficit	(1,175.5)	(1,123.0)	(1,053.1)
Total stockholders’ equity (deficit)	(232.1)	(182.5)	(122.3)
Total liabilities and stockholders’ equity	$219.0	$240.0	$278.5


	As of July 31, 2025
(in millions, except share and per share data, unaudited)	Actual	As Adjusted	As Further Adjusted
Cash and cash equivalents⁽¹⁾	$43.6	$	$
Debt:
Current liabilities	$68.3	$	$
Long-term debt, net:
Existing Credit Agreement	343.9
New Credit Agreement⁽²⁾	—
Other liabilities⁽³⁾	38.9
Total debt	$451.1	$	$
Stockholders’ deficit:
Class A Common Stock, par value $0.001 per share, 300,000,000 shares authorized, 3,899,124 shares issued and outstanding, actual; 300,000,000 shares authorized, 6,962,849 shares issued and outstanding, as adjusted; 300,000,000 shares authorized, shares issued and outstanding, as further adjusted	—
Class B Common Stock, par value $0.001 per share, 50,000,000 shares authorized, 155,699 shares issued and outstanding, actual; 50,000,000 shares authorized, 155,699 shares issued and outstanding, as adjusted; no shares authorized, no shares issued and outstanding, as further adjusted	—
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding, actual; 10,000,000 shares authorized, no shares issued and outstanding, as adjusted; no shares authorized, no shares issued and outstanding, as further adjusted	—
Additional paid-in capital	943.4
Accumulated deficit	(1,175.5)
Total stockholders’ deficit	$(232.1)
Total capitalization	$219.0


Subscription price for one share of Common Stock			$4.08
Net tangible book value per share as of July 31, 2025			$
As adjusted net tangible book value per share as of July 31, 2025			$
As further adjusted net tangible book value per share as of July 31, 2025			$
Increase in net tangible book value per share after giving effect to the completion of the Recapitalization Transactions			$
Dilution in net tangible book value per share to purchasers in the Rights Offering			$


Event	Calendar Date	Significance
Record Date	5:00 p.m., New York City time, on , 2025.	Only holders of record of our Common Stock as of the close of business on this date, as determined by the Subscription Agent based on the book-entry facilities of DTC and the register maintained by Equiniti in its capacity as our transfer agent, will be entitled to receive rights.

Subscription Period Commences	, 2025.	Holders of rights may begin to subscribe for new shares of Class A Common Stock.

Last Day to Transfer Rights	, 2025.	Holders of rights who wish to transfer or sell their rights must do so on or prior to this date.

Expiration Date; Subscription Period Ends	5:00 p.m., New York City time, on , 2025.	Deadline to exercise outstanding rights and to request additional new shares of Class A Common Stock under the oversubscription privilege. Holders of rights may no longer subscribe for new shares of Class A Common Stock after this time.

Backstop Commitment	, 2025.	Sales of shares of Class A Common Stock that are unsubscribed in this offering (if any) are expected to be purchased by the Investor Group.


By Mail			By Overnight Carrier
Broadridge Corporate Issuer Solutions, LLC			Broadridge Corporate Issuer Solutions, LLC
Attention: BCIS Re-Organization Dept.			Attention: BCIS IWS
P.O. Box 1317			51 Mercedes Way
Brentwood, New York 11717-0693			Edgewood, New York 11717


			Amount to Be Paid
SEC registration fee			$1,913.75
Transfer agent’s fees			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Subscription agent and information agent fees			*
Miscellaneous			*
Total			$*


RENT THE RUNWAY, INC.

By:	/s/ Jennifer Y. Hyman
	Name:	Jennifer Y. Hyman
	Title:	Chief Executive Officer


Signature	Title	Date

/s/ Jennifer Y. Hyman	Chief Executive Officer and Director (principal executive officer)	September 18, 2025
Jennifer Y. Hyman		September 18, 2025

/s/ Sid Thacker	Chief Financial Officer (principal financial officer and principal accounting officer)	September 18, 2025
Sid Thacker		September 18, 2025

/s/ Tim Bixby	Director	September 18, 2025
Tim Bixby	Director	September 18, 2025

/s/ Jennifer Fleiss	Director	September 18, 2025
Jennifer Fleiss	Director	September 18, 2025

/s/ Scott Friend	Director	September 18, 2025
Scott Friend	Director	September 18, 2025

/s/ Beth Kaplan	Director	September 18, 2025
Beth Kaplan	Director	September 18, 2025

/s/ Mike Roth	Director	September 18, 2025
Mike Roth	Director	September 18, 2025

/s/ Daniel Rosensweig	Director	September 18, 2025
Daniel Rosensweig	Director	September 18, 2025


		Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit	Date
3.1	Twelfth Amended and Restated Certificate of Incorporation	8-K	001-40958	3.1	10/29/2021
3.2	Certificate of Amendment to Twelfth Amended & Restated Certificate of Incorporation	8-K	001-40958	3.1	04/02/2024
3.3	Amended & Restated By-Laws	8-K	001-40958	3.2	10/29/2021
4.1*	Form of Rights Certificate	—	—	—	—
4.2	Specimen Class A Common Stock Certificate	S-1	333-260027	4.1	10/04/2021
4.3	Eighth Amended and Restated Investors’ Rights Agreement, dated April 30, 2020, by and among Rent the Runway, Inc. and certain of its stockholders, as amended	S-1	333-260027	4.2	10/04/2021
5.1*	Opinion of Davis Polk & Wardwell LLP	—	—	—	—
8.1*	Opinion of Davis Polk & Wardwell LLP	—	—	—	—
10.1	Exchange Agreement, dated August 20, 2025, by and between Rent the Runway, Inc. and CHS US Investments LLC	8-K	001-40958	10.1	08/21/2025
10.2	Investor Rights Agreement, dated August 20, 2025, by and among Rent the Runway, Inc., CHS US Investments LLC, Gateway Runway, LLC, S3 RR Aggregator, LLC and entities affiliated with Jennifer Hyman	8-K	001-40958	10.2	08/21/2025
10.3	Rights Offering Backstop Agreement, dated August 20, 2025, by and among Rent the Runway, Inc. and CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC	8-K	001-40958	10.3	08/21/2025
10.4	Tenth Amendment to the Credit Agreement, dated December 1, 2023, by and among Rent the Runway, Inc., the lenders from time to time party thereto and Double Helix Pte Ltd., as administrative agent	10-K	001-40958	10.26	04/15/2025
10.5	Eleventh Amendment to the Credit Agreement, dated March 31, 2025, by and among Rent the Runway, Inc., the lenders from time to time party thereto and CHS (US) Management LLC, as administrative agent	10-Q	001-40958	10.3	06/06/2025
10.6	Twelfth Amendment to the Credit Agreement, dated May 29, 2025, by and among Rent the Runway, Inc., the lenders from time to time party thereto and CHS (US) Management LLC, as administrative agent	10-Q	001-40958	10.3	09/12/2025
10.7	Thirteenth Amendment to the Credit Agreement, dated July 31, 2025, by and among Rent the Runway, Inc., the lenders from time to time party thereto and CHS (US) Management LLC, as administrative agent	10-Q	001-40958	10.4	09/12/2025
10.8	Fourteenth Amendment to the Credit Agreement, dated August 20, 2025, by and among Rent the Runway, Inc., the lenders from time to time party thereto and CHS (US) Management LLC, as administrative agent	8-K	001-40958	10.4	08/21/2025
10.9	Stockholders Agreement, dated October 29, 2021, by and among Rent the Runway, Inc., Jennifer Hyman, entities affiliated with Bain Capital Ventures, entities affiliated with Highland Capital Partners and certain related parties	8-K	001-40958	10.1	10/29/2021
10.10	Lease, dated July 7, 2014, by and between Hartz Metro Leasehold I LLC and Rent the Runway, Inc.	S-1	333-260027	10.21	10/04/2021
10.11	Industrial Lease, dated March 31, 2018, by and between CPF BARDIN JV LP and Rent the Runway, Inc.	S-1	333-260027	10.23	10/04/2021

(State or Other Jurisdiction of
Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

SEC Form S-1 filed by Rent the Runway Inc.