Rent the Runway Inc-A 2026年季度报告

FORM 10-Q____________________________ (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended April 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to ________Commission file number 001-40958 RENT THE RUNWAY, INC.____________________________ (Exact name of registrant as specified in its charter) Delaware80-0376379 (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 10 Jay StreetBrooklyn, New York11201 (Address of Principal Executive Offices)(Zip Code) (212) 524-6860(Registrant's telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)____________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports); and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The registrant had outstanding 33,586,429 shares of Class A common stock and 0 shares of Class B common stock as ofMay29, 2026. Table of Contents Page Part I Item 1.Financial Statements (Unaudited)4Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations31Item 3.Quantitative and Qualitative Disclosures About Market Risk46Item 4.Controls and Procedures46 Item 1.Legal Proceedings48Item 1A.Risk Factors48Item 2.Unregistered Sales of Equity Securities and Use of Proceeds101Item 3.Defaults Upon Senior Securities101Item 4.Mine Safety Disclosures101Item 5.Other Information101Item 6.Exhibits103Signatures104 Unless the context otherwise requires, we use the terms the “Company,” “RTR,” “Rent the Runway,” “we,” “us” and “our” in thisQuarterly Report on Form 10-Q, or Quarterly Report, to refer to Rent the Runway, Inc. and, where appropriate, our consolidatedsubsidiaries. Risk Factor Summary Investing in our Class A common stock involves numerous risks, including the risks described in Part II, Item 1A. “Risk Factors”in this Quarterly Report on Form 10-Q. You should carefully consider these risks before making an investment. Below are someof these risks, any one of which could materially adversely affect our business, financial condition, results of operations, andprospects. •If we are unable to drive future growth or manage our growth effectively, our brand, Company culture, and financialperformance may suffer.•The global fashion industry is highly competitive and rapidly changing, and we may not be able to compete effectively.•We rely on consumer discretionary spending and have been, and may in the future be, adversely affected by economicdownturns and other macroeconomic conditions or trends and developments, including global trade policies and tariffs.•Our continued growth depends on our ability to attract new, and retain existing, customers, which may fluctuate basedon our level of investment and success in our marketing initiatives. If we are unable to cost-effectively grow ourcustomer base, our business, financial condition and results of operations would be harmed.•If we fail to retain customers, our business, financial condition, and results of operations would be harmed.•If we are unable to acquire and manage our products effectively and plan for future expenses, our operating resultscould be adversely affected.•Our use of AI may subject us to new or heightened legal, regulatory, ethical, operational or other challenges.•Failure to successfully recruit a permanent CEO and CFO and manage these leadership transitions could materiallyadversely affect our busine