{"url_path":"/sec/rent/8-k/2026-07-16/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1468327/0001468327-26-000044-index.html","accession_number":"0001468327-26-000044","cik":"0001468327","ticker":"RENT","issuer_name":"Rent the Runway, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1468327/0001468327-26-000044-index.html","primary_entity_key":"0001468327","primary_entity_name":"Rent the Runway, Inc."},"word_count":447,"has_tables":true,"body_markdown":"Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nDirector Appointment\n\nOn July 14, 2026, the Board of Directors (the “Board”) of Rent the Runway, Inc. (the “Company”) appointed Suchi Sastri to serve as a Class III director, effective July 14, 2026. Concurrent with her appointment, Ms. Sastri was appointed to the Audit Committee of the Board.\n\nThe Board determined that Ms. Sastri qualifies as an independent director under the listing rules of the Nasdaq Stock Market LLC. There are no arrangements or understandings between Ms. Sastri and any other persons pursuant to which she was selected as a director. There are no family relationships between Ms. Sastri and any director or executive officer of the Company, and she is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K. Ms. Sastri has waived all compensation for her service as a non-employee director. Following Ms. Sastri’s appointment to the Audit Committee of the Board, the Company has regained compliance with the listing rules of the Nasdaq Stock Market LLC, which require that the Audit Committee be comprised of three independent directors.\n\nFirst Amendment to the Second Amended and Restated 2021 Incentive Plan\n\nOn July 14, 2026, at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of the Company approved the First Amendment (the ‘‘First Amendment’’) to the Second Amended and Restated 2021 Incentive Award Plan (the ‘‘2021 Plan’’ and as amended by the First Amendment, the ‘‘Amended Plan’’) to increase the maximum number of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”) authorized for issuance under the 2021 Plan by 3,899,439 to 10,171,225. The Board previously approved the adoption of the First Amendment on December 15, 2025, subject to approval by the Company’s stockholders at the Annual Meeting of Stockholders.\n\nThe principal features of the Amended Plan are described in detail under “Proposal No. 12 – The Plan Amendment Proposal” of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 1, 2026 (the “Proxy Statement”), which descriptions are incorporated herein by reference.\n\nThe foregoing summary of the Amended Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the 2021 Plan and the First Amendment, which are filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed on October 22, 2021 and Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on December 15, 2025, respectively, and are incorporated herein by reference."}