As filed with the Securities and Exchange Commission on December 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rent the Runway, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 80-0376379 |
(State or other jurisdiction of
Incorporation or organization) | | (I.R.S. Employer
Identification No.) |
10 Jay Street
Brooklyn, New York 11201
Telephone: (212) 524-6860
(Address of principal executive offices) (Zip code)
Rent the Runway, Inc. Second Amended and Restated 2021 Incentive Award Plan, as Amended
(Full title of the plans)
Jennifer Y. Hyman, Co-Founder, Chief Executive Officer and President
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(Name and address of agent for service)
Telephone: (212) 524-6860
(Telephone number, including area code, of agent for service)
With copies to:
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Jennifer S. Conway
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 | | Cara Schembri
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(212) 524-6860 |
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.
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| 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 Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,899,439 shares of the Registrant’s Class A common stock that may become issuable pursuant to the Rent the Runway, Inc. Second Amended and Restated 2021 Incentive Award Plan, as amended (the “2021 Plan”) if the First Amendment to the 2021 Plan is approved by the Registrant’s stockholders at the Company’s next regular annual meeting and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
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| Exhibit Number | | Description |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | |
| 24.1* | | |
| 99.1 | | |
| 99.2* | | |
| 107.1* | | |
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*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 15, 2025.
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| RENT THE RUNWAY, INC. |
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| Date: December 15, 2025 | By: | /s/ Jennifer Y. Hyman |
| | Jennifer Y. Hyman |
| | Co-Founder, Chief Executive Officer and President |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Jennifer Y. Hyman and Siddharth Thacker, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| /s/ Jennifer Y. Hyman | | Co-Founder, Chief Executive Officer, President and Director (Principal Executive Officer) | | December 15, 2025 |
| Jennifer Y. Hyman | | |
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| /s/ Siddharth Thacker | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | December 15, 2025 |
| Siddharth Thacker | | |
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| /s/ Dhiren Fonseca | | Executive Chair and Director | | December 15, 2025 |
| Dhiren Fonseca | | |
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| /s/ Teri Bariquit | | Director | | December 15, 2025 |
| Teri Bariquit | | |
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| /s/ Peter Comisar | | Director | | December 15, 2025 |
| Peter Comisar | | |
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| /s/ Damian Giangiacomo | | Director | | December 15, 2025 |
| Damian Giangiacomo | | |
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| /s/ Daniel Rosensweig | | Director | | December 15, 2025 |
| Daniel Rosensweig | | |
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Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Rent the Runway, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1
Newly Registered Securities
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Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
Equity | Class A common stock, $0.001 par value per share | Rule 457(c) and Rule 457(h) | 3,899,439 (2) | $5.295 (3) | $20,647,529.51 | $138.10 per $1,000,000 | $2,851.42 |
Total Offering Amounts | | $20,647,529.51 | | $2,851.42 |
Total Fee Offsets (4) | | | | — |
Net Fee Due | | | | $2,851.42 |
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| (1) | | In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
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(2) | | Consists of an additional 3,899,439 shares of Class A common stock that may become issuable under the Second Amended and Restated 2021 Incentive Award Plan, as amended (the “2021 Plan”) of Rent the Runway, Inc. (the “Registrant”) pursuant to the terms of the 2021 Plan if the Registrant’s stockholders approve the First Amendment to the Second Amended and Restated 2021 Incentive Award Plan at the Registrant’s next regular annual meeting. |
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(3) | | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrant’s Class A common stock as reported on The Nasdaq Stock Market LLC on December 8, 2025. |
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(4) | | The Registrant does not have any fee offsets. |
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| Davis Polk & Wardwell llp 450 Lexington Avenue
New York, NY 10017 davispolk.com |
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Exhibit 5.1 and 23.2
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
Ladies and Gentlemen:
We have acted as counsel for Rent the Runway, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering under the Securities Act 3,899,439 shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”) issuable pursuant to the Rent the Runway, Inc. Second Amended and Restated 2021 Incentive Award Plan (the “Plan”), as amended by the First Amendment to the Plan (the “First Amendment”), provided that the First Amendment is approved by the stockholders of the Company at the Company’s next regular annual meeting of stockholders (the “Annual Meeting”). As such counsel, we have made such legal and factual examination and inquiries as we have deemed necessary or appropriate for purposes of this opinion and have made such additional assumptions as are set forth below. This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.
We, as the Company’s counsel, have examined originals or copies of such documents, corporate records and other instruments and such matters of fact and law as we have deemed necessary or advisable for the purposes of rendering the opinion expressed herein.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate
Upon the basis of the foregoing, we are of the opinion that, if the First Amendment is approved by the Company’s stockholders at the Annual Meeting, then the Shares that may become issuable pursuant to the Plan, as amended by the First Amendment (the “Amended Plan”), will be duly authorized and, when and to
the extent issued in accordance with the terms of the Amended Plan, will be legally and validly issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.
This opinion letter is provided to the Securities and Exchange Commission for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without express written consent.
We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rent the Runway, Inc.
of our report dated April 15, 2025 relating to the financial statements, which appears in Rent the Runway, Inc. Annual Report on Form 10-K for the year ended January 31, 2025.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 15, 2025
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RENT THE RUNWAY, INC. FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED 2021 INCENTIVE AWARD PLAN |
This First Amendment (this “Amendment”) to the Second Amended and Restated 2021 Incentive Award Plan (the “Plan”) of Rent the Runway, Inc. a Delaware corporation, or any successor (the “Company”), is effective as of December 15, 2025 (the “Effective Date”), subject to approval by the Company’s stockholders at the first annual meeting of the Company’s stockholders that is after the Effective Date (the “Annual Meeting”). This Amendment will not be effective unless this Amendment is approved by the Company’s stockholders at the Annual Meeting. All capitalized terms used but not defined in this Amendment shall have the meaning given to such terms in the Plan.
RECITALS
WHEREAS, on September 15, 2025, the Board approved and adopted the Plan, subject to approval by the Company’s stockholders and, on October 21, 2025, the Company’s stockholders approved the Plan;
WHEREAS, pursuant to Section 10.4 of the Plan, the Board may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent; and
WHEREAS, the Board desires to amend Sections 4.1 and 11.30 of the Plan, subject to approval by the Company’s stockholders at the Annual Meeting.
NOW, THEREFORE, BE IT RESOLVED, effective as of the Effective Date, subject to approval by the Company’s stockholders at the Annual Meeting, the Plan is hereby amended as follows:
1. As of the Effective Date, the first sentence of Section 4.1 of the Plan is hereby deleted in its entirety and replaced with the following:
“Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number of Shares that may be issued pursuant to Awards under the Plan following the Closing (including Awards outstanding as of the Closing and those granted thereafter) shall be equal to the Overall Share Limit.”
2. As of the Effective Date, Section 11.30 of the Plan is hereby deleted in its entirety and replaced with the following:
“‘Overall Share Limit’ means 10,171,225 Shares.”
3. Except as expressly provided for in this Amendment, the Plan and its terms and conditions shall remain in full force and effect and unchanged by this Amendment. This Amendment is to be governed by and construed in accordance with the laws of the State of Delaware without regard to the choice of law principles thereof.
