Form 8-K Rent the Runway, Inc. For: Aug 11

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August 13, 2026 4:31 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2026
Rent the Runway, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4095880-0376379
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (212) 524-6860

N/A
(Former Name or Former Address, if Changed Since Last Report)
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 registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.001 par value per shareRENTNASDAQ
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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, following stockholder approval at the 2026 Annual Meeting of Stockholders, Rent the Runway (the “Company”) filed the Thirteenth Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing.

On August 11, 2026, the Company’s Board of Directors (the “Board”) approved conforming amendments to the Company’s amended and restated bylaws (as amended, the “Third Amended & Restated Bylaws”), effective immediately. Among other technical amendments, the conforming amendments align the Third Amended & Restated Bylaws with the Amended and Restated Certificate with respect to (i) stockholders’ rights with to call special meetings, (ii) stockholder actions that can be taken by written consent, (iii) Board quorum requirements, (iv) director and officer indemnification rights, and (v) the ability to amend the Third Amended & Restated Bylaws.

The foregoing description of the conforming amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended & Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
3.1
104Cover 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: August 13, 2026
By:/s/ Cara Schembri
Cara Schembri
Chief Legal & Administrative Officer; Secretary


ATTACHMENTS / EXHIBITS

EX-3.1


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