Run the Runway Inc-U.S. stock prospectus (2025-12-15 version)

28,532,444 Shares of Class A Common StockOffered by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the Selling Stockholders named in this prospectus (the “SellingStockholders”) of up to 28,532,444 shares of our Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any ofour shares of Class A Common Stock. We provide more information about how the Selling Stockholders may sell the shares in the We are registering the securities for resale pursuant to the Selling Stockholders’ registration rights under certain agreementsamong us, Jennifer Hyman and the Selling Stockholders. We will not receive any proceeds from the sale of shares of Class A Common Our Class A Common Stock is traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “RENT.” On November14, 2025, the last reported sale price of our shares of Class A Common Stock on Nasdaq was $4.43 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and Investing in our Class A Common Stock involves significant risks. See “Risk Factors” beginning on page 5 of thisprospectus and those identified under “Risk Factors” in any subsequent reports that we file with the Securities and Exchange Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. December 12, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC. The exhibits to the registration statementcontain the full text of certain contracts and other important documents we have summarized in this prospectus. Because thesesummaries may not contain all the information that you may find important in deciding whether to subscribe for shares of our Class A In this prospectus, “Rent the Runway,” “RTR,” the “company,” “we,” “us” and “our” refer to Rent the Runway, Inc. and itsconsolidated subsidiaries. Neither we nor the Selling Stockholders have authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus. We and the Selling Stockholders take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may provide you. Neither we nor the SellingStockholders are making offers to sell, or seeking offers to buy, securities in jurisdictions where offers and sales are not permitted. Youshould not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the “shelf” registration process.Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities offered by them described inthis prospectus. We will not receive any proceeds from the sale by such Selling Stockholders of the securities offered by this We may also provide a prospectus supplement or post-effective amendments to the registration statement to add information to, orupdate or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectussupplement or post-effective amendments to the registration statement together with the additional information to which we refer you SUMMARY This summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary may notcontain all the information that may be important to you, and we urge you to read this prospectus carefully, including the documents Business Overview Our mission is to power women to feel their best every day. Since our founding in November 2009, we have built the world’s first shared designer closet with thousands of styles by hundredsof brand partners. We give customers access to our “Unlimited Closet” through our subscription offering (“Subscription”) or the abilityto rent a-la-carte through our reserve offering (“Reserve”). We also give our subscribers and customers the ability to buy our productsthrough our Resale offering. Our “Closet in the Cloud” offers a wide assortment of items for every occasion, from evening wear andaccessories to ready-to-wear, workwear, denim, casual, maternity, outerwear, blouses, knitwear, loungewear, jewelry, handbags,activewear and ski wear. We have served approximately 3 million lifetime customers across all of our offerings, and we We have created a two-sided discovery engine: customers find new brands they love and brand p