{"url_path":"/sec/rent/8-k/2026-05-13/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1468327/0000950103-26-007131-index.html","accession_number":"0000950103-26-007131","cik":"0001468327","ticker":"RENT","issuer_name":"Rent the Runway, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1468327/0000950103-26-007131-index.html","primary_entity_key":"0001468327","primary_entity_name":"Rent the Runway, Inc."},"word_count":1079,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nJennifer Hyman Resignation\n\n \n\nOn May 12, 2026, Jennifer Hyman\nresigned as Chief Executive Officer and President of Rent the Runway, Inc. (the “Company”) and as a member of the Company’s\nboard of directors (the “Board”), effective as of May 15, 2026 (the “Separation Date”). In connection with Ms.\nHyman’s resignation, the Company entered into a Separation, Advisor and Release Agreement with Ms. Hyman on May 12, 2026 (the “Separation,\nAdvisor and Release Agreement”) and a side letter agreement (the “Side Letter”).\nMs. Hyman’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies\nor practices.\n\n \n\nThe Separation, Advisor and Release\nAgreement provides that, following the Separation Date, Ms. Hyman will provide advisory services to the Company as an independent contractor\nthrough January 31, 2027, in exchange for a monthly advisory fee of $62,500 (pro-rated for any partial months). In addition, subject\nto her compliance with certain restrictive covenants and her execution of a general release of claims in favor of the Company and its\naffiliates, Ms. Hyman will be eligible for the following payments and benefits: (i) the “Closing Payment” of $1,587,500, which\nwas paid to Ms. Hyman on or about October 28, 2025, pursuant to the Company’s Transaction Bonus Plan, as amended, will vest and\nno longer be subject to clawback by the Company, (ii) 103,047 restricted stock units will accelerate\nand vest as of the Separation Date, (iii) a number of the restricted stock units granted to Ms. Hyman on December 16, 2025, having an\naggregate value of $375,000 (the “Retained RSUs”) will remain outstanding and eligible to vest on January 31, 2027, subject\nto Ms. Hyman’s continued service with the Company through January 31, 2027 (with all other equity awards held by Ms. Hyman on the\nSeparation Date automatically forfeiting as of the Separation Date), (iv) subsidized continuation coverage under the Company’s medical,\ndental and/or vision plans, at the same pre-tax cost as applicable to the Company’s senior-most executives from June 1, 2026, through\nNovember 30, 2027 (or, if earlier, the date upon which Ms. Hyman becomes eligible for comparable group welfare benefits from a\nsubsequent employer), and (v) a lifetime subscription to the Company’s wardrobe rental service for as long as such services are\noffered by the Company. In the event of certain events, including Ms. Hyman’s termination without cause by the Company or upon a\nchange in control, any unpaid portion of the advisory fee that would have otherwise been earned through January 31, 2027, will accelerate\nand the Retained RSUs will accelerate and vest, in each case, as of the date of such event. In addition, on May 12, 2026, Ms. Hyman and\nher affiliates entered into the Side Letter pursuant to which, among other things, they agreed to terminate any and all of their respective\nrights under the Investor Rights Agreement, dated as of August 20, 2025, including rights to designate a director and a board observer\nto the Board.\n\n \n\nAppointment of Teri Bariquit as Interim Chief Executive Officer\nand President\n\n \n\nOn May 12, 2026 Teri Bariquit, age 65, who is a member of our\nBoard, was appointed as the interim Chief Executive Officer and President of the Company, effective as of the Separation Date until\nthe Board appoints a permanent Chief Executive Officer and President to succeed Ms. Hyman.\n\n \n\nMs. Bariquit has served as a member of our Board since October 2025.\nMs. Bariquit is a seasoned fashion retail executive and advisor with more than 37 years of experience at Nordstrom, Inc. (JWN), where\nshe most recently served as Chief Merchandising Officer from 2019 to 2023. From December 2023 to October 2025, Ms. Bariquit served as\nan independent advisor and consultant.\n\n \n\nIn connection with her appointment as our interim Chief Executive Officer\nand President, on May 12, 2026, we entered into a Statement of Work No. 2 (the “SOW”) under that certain Consulting Services\nAgreement, by and between the Company and Ms. Bariquit, dated as of November 1, 2025 (the “Consulting Agreement”). Pursuant\nto the SOW, Ms. Bariquit will provide consulting services to the Company as its interim Chief Executive Officer and President and will\nbe eligible to receive a monthly consulting fee of $50,000 (pro-rated for any partial months) during her service as our interim Chief\nExecutive Officer and President, an annual bonus of up to $125,000 (subject to her continued service as our interim Chief Executive Officer\nand President or as a member of the Board through the payment date), a performance stock unit award comprising 100,000 shares (assuming\nmaximum performance is achieved) of the Company’s Class A common stock (which will be subject to satisfaction of certain performance-\nand service-based vesting requirements), and reimbursement of travel and business-related expenses in connection with her service as our\ninterim Chief Executive Officer and President. The SOW will automatically terminate on the date that Ms. Bariquit stops providing services\nto the Company as its interim Chief Executive Officer and President.\n\n \n\nIn addition, on May 12, 2026, we entered into a Statement of Work No.\n3 under the Consulting Services Agreement with Ms. Bariquit, which will be effective on the date that she no longer provides services\nas our interim Chief Executive Officer and President and provides that Ms. Bariquit will render consulting services to the Company in\nexchange for a monthly consulting fee of $10,000 (pro-rated for any partial months).\n\n \n\nThe foregoing summaries of the terms of the Separation, Advisor\nand Release Agreement, the Side Letter, Statement of Work No. 2 and Statement of Work No. 3 are each qualified in their entirety by\nreference to the complete texts of the Separation, Advisor and Release Agreement, the Side Letter, Statement of Work No. 2 and\nStatement of Work No. 3, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current\nReport on Form 8-K (“Form 8-K”) respectively, and incorporated by reference herein.\n\n \n\nOther than as disclosed above, there is no other arrangement or understanding\nbetween Ms. Bariquit and any other person pursuant to which she was appointed as the interim Chief Executive Officer and President. There\nare no family relationships between Ms. Bariquit and any director or executive officer of the Company, and she is not a party to any transaction\nthat is required to be reported pursuant to Item 404(a) of Regulation S-K."}