As filed with the Securities and Exchange Commission on October 29, 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)
| 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
(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:
| 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.
| 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 6,130,499 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 (“2021 Plan”) 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
The contents of the Registration Statement on Form S-8 (File Nos. 333-260564, 333-264295, 333-271241, 333-278623, and 333-286549), filed with the Securities and Exchange Commission, relating to the 2021 Plan, are incorporated herein by reference.
| Exhibit Number | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 99.1* | ||||||||
| 107.1* | ||||||||
*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 October 29, 2025.
RENT THE RUNWAY, INC. | ||||||||
| Date: October 29, 2025 | By: | /s/ Jennifer Y. Hyman | ||||||
Jennifer Y. Hyman | ||||||||
| Chief Executive Officer | ||||||||
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.
| Signature | Title | Date | ||||||||||||
| /s/ Jennifer Y. Hyman | Chief Executive Officer and Director (Principal Executive Officer) | October 29, 2025 | ||||||||||||
| Jennifer Y. Hyman | ||||||||||||||
| /s/ Siddharth Thacker | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | October 29, 2025 | ||||||||||||
| Siddharth Thacker | ||||||||||||||
| /s/ Dhiren Fonseca | Executive Chair and Director | October 29, 2025 | ||||||||||||
| Dhiren Fonseca | ||||||||||||||
| /s/ Teri Bariquit | Director | October 29, 2025 | ||||||||||||
| Teri Bariquit | ||||||||||||||
| /s/ Peter Comisar | Director | October 29, 2025 | ||||||||||||
| Peter Comisar | ||||||||||||||
| /s/ Damian Giangiacomo | Director | October 29, 2025 | ||||||||||||
| Damian Giangiacomo | ||||||||||||||
| /s/ Daniel Rosensweig | Director | October 29, 2025 | ||||||||||||
| Daniel Rosensweig | ||||||||||||||