Run the Road Inc-U.S. stock prospectus (version 2025-09-30)

ClassA Common Stock Subscription Rights to Purchase up to 3,063,725 Shares ofClassA Common Stock at $4.08 per Share We are distributing, at no charge, to the holders of our ClassA Common Stock and ClassB Common Stock (together, the “CommonStock”) transferable subscription rights to purchase up to an aggregate of 3,063,725 shares of our ClassA common stock, par value $0.001per share (the “ClassA Common Stock”), at a subscription price of $4.08 per share. We are offering to each of our stockholders one rightfor each share of Common Stock owned by that stockholder as of 5:00 p.m., New York City time, on October6, 2025 (the “Record Date”).Each right will entitle its holder to purchase additional shares of Class A Common Stock on a pro rata basis relative to their ownershipinterest in us as of the Record Date. As of September 26, 2025, we had outstanding 3,964,092 shares of Class A Common Stock and155,699 shares of Class B Common Stock. As a result, each right would have entitled its holder to approximately 0.7437 shares of ourClassA Common Stock as of such date, which is subject to change as of the Record Date. Rights holders who fully exercise their rights will be entitled to subscribe for additional shares of our ClassA Common Stock to theextent that other rights holders do not exercise their rights in full (the “oversubscription privilege”), subject to certain limitations describedherein. The oversubscription privilege allows a rights holder to subscribe for additional shares of our ClassA Common Stock at thesubscription price. The total purchase price of shares of our ClassA Common Stock offered hereby will be up to $12.5million. To the extent astockholder properly exercises its oversubscription privilege for an amount of shares of ClassA Common Stock that exceeds the numberof the unsubscribed shares of ClassA Common Stock available, Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”)will return any excess subscription payments, without interest or penalty, as soon as practicable following the expiration of this offering.We are not requiring a minimum individual or overall subscription to complete this offering. The Subscription Agent will hold in escrowthe funds we receive from subscribing stockholders until we complete or terminate this offering. Rights may only be exercised in aggregate whole numbers of our ClassA Common Stock, and no fractional shares of ClassACommon Stock will be issued. Any fractional shares of ClassA Common Stock resulting from the exercise of the rights will be roundeddown to the nearest whole share, with such adjustments as may be necessary to ensure that we offer 3,063,725 shares of ClassA CommonStock. This offering will commence on October 7, 2025 and we will not distribute any rights prior to such date. The rights will expire if theyare not exercised by 5:00 p.m., New York City time, on October 21, 2025, unless extended as described herein (the “Expiration Date”).Any exercise of rights by a holder may not be revoked. The rights are transferable, subject to the conditions described herein. Rights thatare not exercised prior to the Expiration Date will expire and have no value. There is no minimum number of shares of ClassA CommonStock that we must sell to complete this offering. The completion of this offering is subject to certain conditions. See “Description of theRights Offering—Conditions, Amendment, Withdrawal and Termination.” We have entered into a rights offering backstop agreement, dated August20, 2025 (the “Backstop Agreement”), with CHS USInvestments LLC (“Lender”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with Lenderand Nexus, the “Investor Group”). Pursuant to the Backstop Agreement, the Investor Group has agreed to purchase from us, at a price pershare equal to the subscription price, all unsubscribed shares of ClassA Common Stock in this offering for cash. The Investor Group willbe entitled to exercise its own subscription rights that it receives pursuant to this offering, and it will not receive any fee for acting as thebackstop purchaser for this offering. Neither we nor our board of directors makes any recommendation to holders regarding whether they should exercise or sell theirrights. As a result of the terms of this offering, stockholders who do not fully exercise their rights will own, upon completion of thisoffering, a smaller proportional interest in our ClassA Common Stock than otherwise would be the case had they fully exercised theirrights. Our ClassA Common Stock is traded on the Nasdaq Global Market (the “Nasdaq”) under the symbol “RENT.” The rights will not belisted for trading on Nasdaq or any other exchange or market. On September 29, 2025, the last reported sale price of our shares of ClassACommon Stock on the Nasdaq was $4.98 per share. Investing in our ClassA Common Stock involves significant risks. See “Risk Factors” beginning on page9of this prospectusand those identified u