NASDAQ: RENT

When our customers use Rent the Runway, they experience the magic of accessing an “Unlimited Closet” while saving money and time and reducing clothing waste. We deliver significant financial value to customers, with our average subscriber wearing clothes worth more than 24 times what she pays for a monthly RTR Subscription on an annualized basis (more than $48,000 in designer retail value in fiscal year 20251).

Our evolving selection of products is enabled by our designer brand partnerships. We source virtually all of our products directly from or in partnership with our brand partners that include many of the most renowned and relevant names in the fashion industry. The nature of our customer value proposition means our customers are typically younger and/or different from other audiences our brands are exposed to. For example, many of our brand partners work with us because we introduce them to new, desirable customers and deepen awareness of their brands. Over the last 16 years, we have fostered strong relationships with our brand partners and have experienced limited voluntary attrition. Our Closet in the Cloud connects our deeply engaged customers and our differentiated brand partners on a powerful platform built around our brand, data, logistics and technology advantages.

•Brand Partner Advantage. Our assortment contains thousands of new, current season styles that luxury competitors simultaneously carry - all available for Subscription, Reserve, and/or Resale at much lower prices. We believe our engaged and loyal customer base paired with the data that we offer to our brand partners makes us an essential destination for many of the world’s most important brands. Over time, our commercial relationships with our brand partners have evolved towards more capital efficient forms of rental product acquisition.

•Data Advantage. We capture a vast amount of unique, actionable data on our customers and products. We leverage this data to create benefits for our customers (deep personalization of styles and fit), brand partners (understanding of customer demand patterns and garment lifecycle) and our business (higher subscriber lifetime value and better product return on investment).

1 We calculate designer retail values using original retail and/or comparable value prices. An original retail price is the price at which the manufacturer suggested that retailers in the marketplace, including department stores and specialty retailers, sell the item in new condition. A comparable value price is used for our Exclusive Designs and is based on an evaluation of prices for new comparable merchandise sold elsewhere in the marketplace.

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•Technology and Logistics Advantage. We have developed a proprietary operating system that pairs proprietary software with differentiated infrastructure and hardware. Our expertise in vertically integrated just-in-time reverse logistics and garment science allows us to achieve multi-year monetization on our garments. We have also built a custom platform that supports all of our consumer-facing offerings on our website and app.

How It Works

We offer customers three ways to access our closet: monthly subscription or “Subscription”, a-la-carte rentals or “Reserve” and purchasing through our Resale offering.

Subscription

Pick a Plan. When customers subscribe, they select from a menu of entry plans. Each plan starts with five items, or “spots,” per shipment, and varies based on how often the subscriber wishes to receive new shipments, each a “swap.” Today, our subscribers onboard into plans that offer one or more shipments with pricing ranging from $109 to $275 per month.

Customize. Subscribers can customize their plans to adapt to their changing lifestyles, needs and budgets by adding spots at a prorated price of up to $31 or $33 per item per month and shipments for up to $35 - $60 per shipment per month, as they see fit (plus applicable taxes and fees).

Choose Items. After picking a plan, subscribers browse our broad assortment of items to build their first shipment.

Wear, Repeat. When subscribers place an order, we aim to deliver their order within three business days of shipping from our fulfillment centers in our reusable garment bags, cleaned and ready to wear.

Subscribers keep items for as long as they would like and may choose to return some or all of their items with each new shipment. When subscribers select the items they want to return on our app, we allow them to immediately start building their next shipment, maximizing their time with items at home. After a grace period, we typically charge a modest late fee for delayed returns.

Subscribers typically visit our app multiple times per week to browse our offering, build their next shipment, and plan for their upcoming occasions. They are asked to give us real-time feedback on the size, fit and quality of the items they rent. The structured data we collect from customer feedback allows us to both improve her experience as well as optimize our garment care and, therefore, our return on investment of the items returned. Our customers also have the option of leaving photo reviews of items they rented to share their experience with the Rent the Runway community, including fit information, occasions they rented for and styling tips. Once subscribers confirm their new shipment, they can return their items in RTR’s reusable garment bag to the nearest preferred shipping partner location using a prepaid return label. In addition, a majority of our subscribers have the option to return their items via our at-home pickup offering that we introduced in 2021. As of January 31, 2026, our at-home pickup offering covered 91% of our subscriber base.

Reserve

When customers want to rent items a-la-carte for an upcoming event, they book styles for four or eight days through our Reserve offering. After selecting pieces, they typically select a delivery date one to two days before their event. We provide a free backup size of the customer’s choosing and the option to rent a backup style at a discount. At the end of the four- or eight-day rental period, customers simply return their items in the reusable garment bag using the prepaid shipping label included with their rental. Just like our Subscription offering, our customers have the option of leaving a review, and we clean and care for items when they are returned.

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Resale

In addition to renting, customers also shop pre-loved styles from our closet at a discount to retail price, up to 90% off of designer retail value (which we calculate using original retail and/or comparable value prices). A Subscription is not required for purchase. Our subscribers also have the option to purchase items they already have at home.

Our Customer Value Proposition

Through our platform, we have helped approximately 3.5 million lifetime customers discover the transformative power of utilizing our Closet in the Cloud across all of our offerings. Our customer base is diverse and spans age, household income distribution and U.S. geography.

Subscribers are customers who access our Closet in the Cloud via our monthly Subscription offering. The portion of our customers who are subscribers accounted for 90% of our revenue in fiscal year 2025. As of January 31, 2026, we had 143,796 Active Subscribers and 183,552 total subscribers including paused subscribers, and during fiscal year 2025, we had 143,558 Average Active Subscribers. Many of our subscribers started as customers in Reserve and/or Resale and we continue to see conversion from Reserve and Resale customers into subscribers for many years.

•Variety and Discovery. With thousands of styles across hundreds of brands in our Closet in the Cloud, Rent the Runway gives customers the ability to always wear something new to them and inspires customers to expand their fashion tastes without risk of buyer’s remorse.

•Value. Rent the Runway makes thousands of designer styles accessible through our Subscription offering for a flat monthly price or through our Reserve offering on a per item basis. We deliver significant financial value to customers, with our average subscriber wearing clothes worth more than 24 times what she pays for a monthly RTR Subscription on an annualized basis.

•Self-Confidence. According to our March 2023 Subscriber Survey, 83% of our subscribers say RTR makes them the most confident version of themselves at work or in social settings. Because there is no commitment to keep an item rented from RTR, we fuel greater self-expression for our customers.

•Personalization and Convenience. We use our rich customer data to create a personalized storefront for customers based on their style preferences, browsing history and past rentals. Our understanding of our customer improves with each interaction, and we use our personalization algorithms to provide size recommendations to each customer at the item level. By showing customers designs they will love that are attractively styled, and likely to fit, we continue to drive strong loyalty and monetization.

•Customer Experience and Community. Our customers are deeply engaged, as evidenced by the 68.0 million customer reviews posted as of January 2026. We continue to make enhancements to our review process designed to allow customers to make smarter choices and feel good about their selections. In addition, we introduced a subscriber loyalty program in fiscal year 2025. Rent the Runway has also benefited from virality and word-of-mouth marketing over the years and has focused on enhancing our social media and word-of-mouth channels in fiscal years 2025 and 2026.

Our Unique Brand Partner Approach

We acquire our products through three channels: Wholesale, Share by RTR and Exclusive Designs. The portion of our products sourced through Share by RTR and Exclusive Designs - our more capital-efficient sources - has grown from approximately 26% in fiscal year 2019 to approximately 69% in fiscal year 2025. We procure virtually 100% of our products directly from or in collaboration with brand partners and our business model has been built on shared success with brands. Through their relationships with us, they get access to unique data and exposure to a broad customer base, and our variety of sourcing channels provides brands with flexibility that is designed to meet their needs and ours. Our partnerships with brands have created a significant product and cost advantage. Because we source directly from brands, we also can control our assortment and acquire styles in the volumes and sizes we want, we have access to current season items and all of our items are guaranteed authentic without the cost or infrastructure of traditional authentication platforms. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Product Acquisition Strategy.”

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Wholesale

Wholesale includes products we acquire directly from our brand partners, typically at a discount to wholesale price based on our scale. We have observed that the original retail prices set by the brands are often at an approximately 2.5x mark-up to the wholesale price. As we continue to expand our selection and grow the share of our assortment acquired from a designer, we benefit from greater discounts on product acquisition. Wholesale represented 31% of our product acquisition in fiscal year 2025.

Share by RTR

Through Share by RTR, we acquire items directly from brand partners on consignment, at zero or a fraction of the Wholesale cost with performance-based revenue share payments to our brand partners over time. Since launching Share by RTR in 2018 with just seven partners, we have grown to over 400 brands that partner with us on Share by RTR across all categories. The revenue share fees are calculated net of a logistics fee charged to the brands for each rental. If a piece is in greater demand, it will drive higher revenue, which could result in brands earning more on the item over time than if it had been sold through Wholesale subject to a maximum cap. Share by RTR aligns incentives between brands and RTR and reduces product risk as it is largely a pay-for-performance model. Our Share by RTR arrangements with brands target delivering 75% to 100% of comparable Wholesale cost to the brand in the first twelve to eighteen months; however there is no minimum commitment other than the upfront payment, if applicable. Nearly all Share by RTR deals consummated after September 2020 include a cap on total potential payments to the brand partner. Share by RTR represented 57% of our product acquisition in fiscal year 2025. Increases (or decreases) in the proportion of total items acquired via Share by RTR as well as the usage of Share by RTR items will increase (or decrease) variable expenses recorded in the Rental product depreciation and revenue share line item on our consolidated statement of operations.

Exclusive Designs

We leverage our data to create highly desirable Exclusive Designs in collaboration with select brand partners that we manufacture through third-party partners to be more durable and at approximately 35% lower cost than Wholesale. For these collaborations, we provide a data blueprint to brands and, based on this data, they design new collections for us that carry their brand name. Beginning in fiscal year 2025, we introduced another approach to our Exclusive Designs in which certain brands design, source and manufacture the rental product directly in partnership with us.

Our Exclusive Designs collections enable our brand partners to innovate their businesses and enter into new product lines at reduced cost to them. All of the styles are exclusive to rent on RTR for a period of time, after which brands may monetize these exclusive designs through other channels, which in some cases is subject to a royalty fee payment to Rent the Runway (that we have not begun to earn to date). Increases (or decreases) in the proportion of total items acquired via Exclusive Designs as well as the usage of Exclusive Designs items may increase (or decrease) variable expenses recorded in the Rental product depreciation and revenue share line item on our consolidated statement of operations. We also have a small number of products bearing our trademarks, which are non-exclusive designs produced by third party partners at a significantly lower average cost than Wholesale to strategically fill assortment gaps. Exclusive Designs accounted for 12% of our product acquisition in fiscal year 2025.

Our Marketing Strategy

Our brand and deeply engaged consumer base have historically allowed us to acquire customers efficiently. Since our founding, we have spent less than 10% of total revenue on marketing, and our growth has been mostly organic. The majority of our customers over the last 16 years have been acquired organically. As we have scaled, we believe that our brand is a significant point of differentiation with consumers and brand partners and we believe we have a continued opportunity to increase brand awareness. As of February 2026, our unaided brand awareness was 35% among U.S. women ages 25 - 44 with a household income of $50,000 or more and 44% among U.S. women ages 25 - 44 with a household income of $100,000 or more.

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Many of our customers share a love of the Rent the Runway experience and value proposition, which starts conversations both online and offline and leads to word of mouth adoption. Our clothing often becomes a visual billboard and advertisement for our platform. Many women share their Rent the Runway experience on social media and in their personal lives, which helps drive our organic growth and brand awareness. When our customers are wearing RTR and someone compliments them or asks about what they are wearing, 97% of our subscribers share that it’s Rent the Runway as opposed to the designer brand name. According to our March 2023 Subscriber Survey, nearly half of our subscribers have posted themselves wearing RTR on their social media over five times. Renting from us is an inherently social behavior: 76% of our subscribers rent along with a friend or colleague. In fiscal year 2025, we implemented a brand refresh and focused on community and customer-centric marketing approaches, as well as, diversification of our marketing channels and optimizing our spend.

Our marketing strategy in fiscal year 2026 is aimed at continuing to unleash the power of community. We plan to continue to spotlight community and feature real members in an effort to build authentic consideration for our brand and customer offering. We’re focused on building a word-of-mouth engine that is intended to drive growth and reduce our reliance on paid marketing. Additionally, we expect to continue our focus on our search engine optimization (SEO) and answer engine optimization (AEO) channels to drive traffic and conversion. Although we focus on full funnel marketing, our marketing spend has prioritized, and is expected to continue to prioritize, paid marketing over upper funnel, brand marketing investments.

Our Data Approach

One of our significant differentiators is the vast amount of quality, actionable data that we are able to collect on our customers and our products. We leverage this data to create benefits for our customers, our brand partners and our business.

We capture thousands of unique data points per subscriber per year and over 20 unique data points per item each time it is rented across four channels including website data, post-wear data, operations data and customer data. We also identify and tag approximately 75 detailed attributes per style. By mapping our interactions with our products’ inherent attributes, we create a feedback loop which allows us to optimize the supply of products in ways we believe that would be difficult for traditional retailers to achieve or replicate. We believe this is one of our biggest competitive advantages.

We believe that our differentiated business model enables us to collect substantially more data than traditional fashion retailers and we use this data to improve the customer experience. Customers learn that providing data enhances their experience on the platform over time, which enables us to collect even more data from them. This flywheel helps propel the exponential growth of our post-wear, customer and operations data. We use our data to create what we believe are the most relevant assortments and personalized experiences for our customers, which in turn helps to drive loyalty. As we learn more about a customer, our personalized features give us greater ability to direct her towards the items that optimize both customer lifetime value and rental product return on investment for us.

Our data benefits brand partners in numerous ways:

•Understanding the Garment Life Cycle: We help partners grow their business through the data we provide. For example, product longevity data often help our brands increase the life of their garments, which can support their sustainability goals.

•Understanding Customer Demand: As our customers wear (or don’t wear) and review items, we can assess demand due to our robust attribution of products paired with customer interaction data. This data highlights growth opportunities for brands as well as areas for improvement.

Our data also allows us to optimize the return on investment on products and customer lifetime value, which are dependent on the following inputs, all of which continuously improve as our business scales.

•Scientific Product Acquisition: Our data provides a comprehensive picture of our products by bringing together customer feedback, operations data and inherent product attributes. Our teams utilize this data to optimize the styles we need and the quantity per style.

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•Price Optimization: We price our products across Subscription, Reserve and Resale by using data to take into account demand signals and the expected useful life and turns of each item. We have the flexibility to set prices based on the business needs and plan to assess additional opportunities in this area, including the use of new AI tools for dynamic pricing designed for even greater efficiency.

•Lower Cost Product: We leverage our data to create highly desirable Exclusive Designs in collaboration with our brand partners that we or our brand partners manufacture to be more durable at significantly lower cost. Since launching Exclusive Designs in 2018, we have developed over 45 collections.

•Longer Product Life: Our feedback to brands helps us customize for higher longevity of our products - we understand how to clean and care for garments to maximize multi-year monetization and incremental turns per unit.

Data Science

Data powers our technology and logistics operations, from recommender systems to forecasting. We have created data science algorithms that help us achieve better outcomes for the business.

Some of our most impactful proprietary algorithms include:

•Deep 1:1 Personalization: For each customer and item, we compute several scores that measure the affinity of item and customer through factorization machines and deep learning. We leverage these personalization scores across the business to: rank products on our subscriber personalized storefront and in search results, recommend a specific size within a style on product pages, compute general product relevance at the subscriber level and inform product acquisition, inform sizing of new apparel designs with our brand partners and more.

•Retention Predictive Model: We leverage a retention predictive model and analytics to identify and understand the relative importance of various drivers of loyalty and prioritize the interventions that have the highest probability of improving customer retention. We regularly leverage this data to experiment with different approaches to retain customers based on this model in a targeted and personalized way.

•Computer Vision for Products: For each style in our assortment, we generate an embedding with over 2,000 visual style dimensions using deep learning that capture color, pattern shape, sleeve length, etc. We leverage this data as a feature in our recommender systems, to cluster styles to inform product acquisition and provide product attributes in our product catalog amongst other uses.

Our Technology and Logistics Platform

We have built a cohesive platform that pairs proprietary and third-party software with differentiated infrastructure and hardware all tailored to the sharing economy of physical goods. Our proprietary software and key integrations with third-parties leverage our vast and unique dataset to optimize key outcomes for RTR.

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Proprietary and Third-Party Software and Systems

We have purpose-built technology to support three key areas of our business:

•Customer Facing e-Commerce (including 2-Way e-Commerce)

•Rental Reverse Logistics

•Merchandising & Products Control

In fiscal year 2026, we expect to continue to make improvements across our technology stack, including continued improvements to our cloud infrastructure, to enable greater scale, and enhanced resiliency. Additionally, we continue to enhance our core platforms to improve search, merchandising, and product discovery, aimed at creating a more seamless and personalized customer experience. We continue to focus on improving the performance of our website and mobile application, including increasing reliability to improve the customer experience and keep pace with industry standards. We have also significantly increased our investment in artificial intelligence (AI) driven solutions and features, focusing on applications that enhance both the customer and operational experience. These AI initiatives are designed to provide even more personalized product and fit recommendations, optimize rental product allocation and logistics planning, and ultimately improve developer velocity through advanced tooling and automation, designed to ensure that our platform remains at the forefront of the circular economy.

Customer Facing e-Commerce (including 2-Way e-commerce)

We have a 2-way relationship with our customers — in that nearly every item is returned and the customer provides feedback. We have built custom frontend platforms that support Subscription, Reserve and Resale in one cohesive experience for the customer, which allows us to optimize our product offering for the customer based on her needs.

Rental Reverse Logistics

We designed our technology and reverse logistics operations to support the processes in our fulfillment centers and ensure that we can process orders efficiently and extend the useful life of our products.

•Garment Science:

◦Cleaning Intelligence: We have over a decade of data and expertise in optimizing the life of a garment by leveraging different cleaning and care methods.

◦Cleaning Automation: Automation supports dynamic sorting of items into as many as 21 different cleaning programs.

◦Garment Care and Restoration: All units undergo one or more quality audits before being available to rent for the next customer.

•Intelligent Fulfillment Network: Our unified booking engine, the proprietary “brain” of our distribution capabilities, dynamically manages decisions such as which fulfillment center to ship a unit from or which transportation type to select to reduce cost. We are therefore able to maintain uptime throughout the year, such as during power or other outages by moving demand to another facility.

•Optimized Storage: Garments and accessories are stored in multi-story pick modules that utilize both on-hanger and flat pack storage solutions. All items are stored randomly, maximizing the utilization of cubic storage space. Random storage allows for efficient putaway of garments and dynamically created pick paths that save labor cost.

•RFID: We tag each unit of apparel and all reusable garment bags with RFID tags, which increases throughput, reduces cost, improves rental product control and enables new forms of automation. Since launching RFID tags in 2021, hundreds of thousands of scans each day are created by these tags in a fraction of a second, replacing manual barcode scans that took much longer.

•Fulfillment Efficiency: We have automated various parts of the fulfillment process including picking, order consolidation and packing. Our fulfillment engine dynamically prioritizes customer orders based on promised delivery date, transportation departure schedules and available capacity.

•Transportation Innovation: We have invested in an outbound and inbound network that allows our customers to receive packages and return items efficiently via national returns logistics providers, including through our convenient at-home pickup program.

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Merchandising and Product Control

Our proprietary product catalog system is the backbone of our rental product management. A flexible taxonomy supports myriad types of products, and allows us to ingest and manage items at the SKU level. This system uses a combination of manual and automated processes to assign product attributes per style, making the ingestion of new styles into the Rent the Runway catalog fast and easy without sacrificing valuable data collection. The catalog serves as the starting point for our products, and drives many areas of the Rent the Runway website and operation including quality control, search, navigation, and filtering. Our system allows us to customize controls around the availability of rentable items and is designed to enable us to optimize product utilization.

While we have built the majority of our circular platform, we strategically leverage third-party software for commodity functionality where our problems are not unique. These include pieces of the customer experience and service tools and enterprise resource planning capabilities.

Logistics Infrastructure

Within our warehouses, we have integrated superior garment care equipment, internally and externally developed software and proprietary cleaning programs to deliver high-end garment processing at massive scale. We have implemented large-scale, innovative automation and other processes for garment storage, picking, shipping, receiving and restoration of garments to excellent condition. We are also evaluating and investing in AI technologies to improve operational efficiencies within our fulfillment centers. These initiatives are intended to drive cost savings, while increasing our total shipment capacity and increasing the longevity of products, our biggest asset.

•Strategic Distribution: We have two fulfillment centers, in Arlington, Texas and Secaucus, New Jersey totaling approximately 486,000 square feet. We have the capacity to store more than two million garments and accessories on multiple floors across our fulfillment centers. We aim to deliver industry leading fulfillment promises with a goal of delivering subscription orders within two to three business days.

•Garment Care Hardware: Our facilities are equipped with a curated set of over 420 pieces of digitally integrated garment care hardware including wet cleaning, dry cleaning and spray cleaning machines; dryers, steam tunnels, pressers, spotting boards, auto-baggers and commercial sewing machines.

•Processing: Garments flow through the facility on both rail and belt-driven conveyance guided by RFID tags linked to a massive array of cleaning instructions set by our proprietary operating system. A variety of item types are sorted based on cleaning, storage and repair methods. After discrete processing, they fall back into continuous flow and random storage, which drives labor efficiency and maximizes use of physical space.

•Proven Scalability: Our infrastructure is highly scalable and we expect our weekly processing capacity to increase over time.

•Transportation Management: Since August 2023, we have partnered with a major national carrier to provide us with competitive shipping rates and consolidate the vast majority of our shipping needs. We believe this partnership enables us to continue serving our customers with premium delivery and return service, and to further expand our elevated returns and delivery experience like At-Home Pick Up and Saturday Delivery. We also partner with other service providers in certain markets in order to serve our customers effectively.

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Our 2026 Strategy

Our belief is that we can drive future growth by investing in and improving the customer experience. Unlike traditional e-commerce companies, we are an experience-based company that our subscribers engage with multiple times a week. Our goal is to make customers’ time spent with Rent the Runway as efficient and delightful as possible and to continue to invest in our customer experience. Overall, we are focused on unlocking new ways for our customers to engage with us to expand the value of our platform and increase revenue, while maintaining financial discipline and driving cost efficiencies. We continue to work towards our key business and financial goals via a cross-functional pod structure, with dedicated employee pods for rental product, growth, and retention initiatives, which are designed to be nimble and results-driven and are expected to incorporate new AI technologies into how we work to drive productivity, efficiency and scale. As in fiscal year 2025, our plans for fiscal year 2026 are focused on improving customer retention and acquisition by increasing the availability and desirability of our rental products and continuing to leverage non-Wholesale procurement channels. We also expect to utilize AI technologies to improve efficiencies in our operation, including rental product quality control and utilization rates. In addition, we are focused on enhancing discovery on our site to drive stronger acquisition and retention, including by leveraging AI technologies. We plan to scale product enhancements and features that enhance the customer experience and give our subscribers even greater flexibility in how they engage with us, such as tools to add additional items to a Subscription plan on the spot or in response to a “back in stock” notification.

In fiscal year 2026, our marketing efforts are expected to continue to focus on improving our organic social channels and scaling our “word of mouth” strategy. We plan to increase community-centric content featuring real members to drive authentic consideration of our brand and customer offering. Finally, we expect to focus on our SEO and AEO channels to drive traffic and conversion.

Finally, we are also exploring new revenue-generating initiatives that leverage our existing customer base and infrastructure, such as the recently launched pilots of our RTR marketplace and B2B cleaning services in our warehouse operations. We believe these are opportunities to diversify our revenue streams while testing and learning into complementary offerings for both our customers and brand partners. We also aim to expand our advertising and partnerships offerings that enable brands to market to our customers via sampling programs, sponsored content, and other channels.

Seasonality

We experience seasonality in our business, which has been impacted due to the effects of COVID-19, the macro environment, and business decisions and may in the future continue to evolve. For our Subscription rentals, we typically acquire the highest number of subscribers in March through May and September through November, as these are the times customers naturally think about changing over their wardrobes. We generally see a higher rate of subscribers pause in the summer, and in mid-December through the end of January. In prior periods, business decisions including, but not limited to, changes in prices for our Subscription programs, changes in timing and amounts of promotional spending, changes in timing and amounts of paid marketing spending, and changes in timing and quantity of rental product availability, have impacted typical seasonal trends. Given continued business changes, our future seasonality may not resemble historical trends.

We also experience seasonality in the timing of expenses and capital outlays. Transportation expense, and therefore fulfillment cost, is typically highest in the fourth fiscal quarter, given typical timing of carrier rate increases, higher service levels, such as more costly and expedited shipping, and competition during holidays. Our most significant receipt of rental product typically occurs in the first fiscal quarter and the third fiscal quarter, when we acquire product for the upcoming fall and spring seasons.

For additional information, see the section of Part I, Item 1A, “Risk Factors — Risks Related To Our Business and Industry — Our business is affected by seasonality.”

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Competition

The fashion industry is highly fragmented and competitive. Our competitors include other fashion rental companies and also a range of traditional and online retail and resale fashion companies. Our ability to remain competitive depends on the continued shift from an ownership to an access model. While other competitors may change their business models and endeavor to expand into the rental and resale space, online fashion rental and resale presents unique operational and technical challenges.

We compete primarily on the basis of brand recognition, customer and brand partner experience, product mix and quality, quality of our e-commerce experiences and services, and price. Additionally, we experience competition for consumer discretionary spending from other product and experiential categories. We believe we are able to compete effectively because there are numerous trends in our favor that support the continued growth and success of online fashion rental. For example, key trends include consumers prioritizing access over ownership, consumers increasingly seeking variety and newness, growth in online shopping, an increasingly female workforce, and consumers valuing sustainability as it relates to fashion choices. See the section of Part I, Item 1A titled “Risk Factors — Risks Related To Our Business and Industry — The global fashion industry is highly competitive and rapidly changing, and we may not be able to compete effectively.”

Government Regulation

We are subject to a wide variety of complex laws and regulations in the United States and other jurisdictions in which we operate. The laws and regulations govern many issues related to our business practices, including those regarding consumer protection, worker classification, wage and hour, sick pay and leaves of absence, anti-discrimination and harassment, whistleblower protections, background checks, data privacy, cybersecurity, intellectual property, health and safety, environmental, competition, import/export, fees and payments, pricing, product liability and disclosures, property damage, communications, employee benefits, taxation, unionization and collective bargaining, contracts, arbitration agreements, class action waivers, terms of service, and accessibility of our mobile app or website.

These laws and regulations are constantly evolving and may be interpreted, applied, created, superseded, or amended in a manner that could harm our business. These changes may occur immediately or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state and local administrative agencies. As we expand our business into new markets or introduce new features or offerings into existing markets, regulatory bodies or courts may claim that we are subject to additional requirements, or that we are prohibited from conducting business in certain jurisdictions.

Additionally, because we receive, use, store, transmit, and disclose personal data relating to customers on our platform, we are subject to numerous laws and regulations in the United States and other countries where we do business, as well as industry standards, relating to data privacy, data security and data protection, consumer protection, direct marketing, and online advertising. Such laws, regulations, and industry standards include, but are not limited to, Section 5(a) of the Federal Trade Commission Act, the Telephone Consumer Protection Act of 1991 and all regulations promulgated thereunder, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, the California Consumer Privacy Act of 2018, the California Privacy Rights Act of 2020, the California Online Privacy Protection Act, and the Payment Card Industry Data Security Standard.

See Part I, Item 1A, “Risk Factors — Risks Related to Our Legal and Regulatory Environment” for additional information about the laws and regulations we are subject to and the risks to our business associated with such laws and regulations.

Intellectual Property

Our intellectual property is an important component of our business. We rely on a combination of trademarks, copyrights, patents, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, employee non-disclosure and invention assignment agreements, and other legal and contractual rights, and policies and procedures, to establish and protect our proprietary rights.

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As of January 31, 2026, we had five issued patents in the United States that expire between 2031 and 2037, and one issued foreign patent. While we believe our patents in the aggregate generally enhance our competitive position, no single patent is material to us as a whole.

We register our brand names and product names, taglines and logos in the United States to the extent we determine appropriate and cost-effective. As of January 31, 2026, we had a total of 18 registered trademarks in the United States and 74 registered trademarks in non-U.S. jurisdictions, as well as certain pending trademark applications. As of January 31, 2026, we had also registered a total of 17 copyrights. We also register domain names for certain websites that we use in our business, such as www.renttherunway.com, as well as similar variations to protect our brands and marks from cybersquatters.

We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers, and partners. It is our practice to enter into confidentiality, work-for-hire, and/or invention assignment agreements (or similar agreements) with our employees, consultants, and contractors involved in the development of intellectual property on our behalf. We also typically enter into confidentiality agreements with other third parties in order to limit access to, and disclosure and use of, our confidential information and proprietary information. We also place limitations on the use of our proprietary technology and intellectual property through provisions in our terms of service. We intend to consider additional measures to establish and protect our intellectual property rights to the extent we believe it would be beneficial and cost effective.

Employees and Human Capital Resources

As of January 31, 2026, we had a total of 942 full-time employees and 73 part-time employees in the United States and Ireland, the majority of whom are based in our fulfillment centers in New Jersey and Texas. As of January 31, 2026, our technology team consisted of 112 employees, across engineering, data analytics, IT, product, software quality assurance, user experience and design, including a team of 60 in Galway, Ireland, primarily in engineering and data analytics. None of our employees are represented by a labor union or covered by collective bargaining agreements and we have not experienced any work stoppages.

We strive to make Rent the Runway an inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation and benefits programs. Our culture is underpinned by our Core Values, including that we are all founders of Rent the Runway, and we Dream BIG and go after it, adapt and learn from everything we do and debating, honest conversations and collaborating make the Company stronger.

Corporate Information

We were incorporated as Rent the Runway, Inc. in Delaware on March 3, 2009. We completed our initial public offering (“IPO”) in October 2021. Our Class A common stock trades on The Nasdaq Global Market (“Nasdaq”) under the symbol RENT. Our principal executive offices are located at 10 Jay Street, Brooklyn, New York 11201 and our website address is www.renttherunway.com.

We provide free access to various reports that we file with, or furnish to, the United States Securities and Exchange Commission (the “SEC”) through our website, as soon as reasonably practicable after they have been filed or furnished. These reports include, but are not limited to, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports. Our SEC reports can also be accessed through the SEC's website at www.sec.gov. Also available on our website are printable versions of our Code of Conduct, Corporate Governance Guidelines and charters of the standing committees of our board of directors.

Our Code of Conduct applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. A copy of the code is available on our Investor Relations website at investors.renttherunway.com in the “Governance” section. In addition, we intend to post on our website all disclosures that are required by law or by Nasdaq rules concerning any amendments to, or waivers from, any provision of our Code of Conduct.

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Information on our website does not constitute part of this Annual Report on Form 10-K or any other report we file or furnish with the SEC.

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