Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  ☒       Filed by a Party other than the Registrant   ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

​

 

10 Jay Street

Brooklyn, NY 11201

May [ ], 2026

To our stockholders:

I am pleased to invite you to attend Rent the Runway, Inc.’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, July 14, 2026 at 8:30 a.m., Eastern Time. Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote. Voting instructions can be found on page 5 of the proxy statement.

On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Rent the Runway.

Sincerely,

Dhiren Fonseca

Executive Chairman

Rent the Runway, Inc.

Date: July 14, 2026

Time: 8:30 a.m. Eastern Time

Place: www.virtualshareholdermeeting.com/RENT2026

Record Date: May 20, 2026

Nexus rather than all directors, and eliminating the provision that no director shall be liable to the Company, its subsidiaries, or its stockholders for breach of any duty relating to compliance with such corporate opportunity provisions in the form attached hereto as Annex B-9 (the “Corporate Opportunity Proposal” and, along with the Class B Stock Elimination Proposal, the Preferred Stock Elimination Proposal, the Supermajority Voting Elimination Proposal, the Board Quorum Proposal, the Special Meeting Proposal, the Written Consent Proposal, the Officer Exculpation Proposal and the Board Designation Rights Proposal, the “Charter Amendment Proposals”);

Holders of record of our outstanding shares of Class A common stock at the close of business on May 20, 2026, are entitled to notice of and to vote at the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Annual Meeting for a purpose relevant to the meeting by sending an email to investors@renttherunway.com and stating the purpose of the request and providing proof of ownership of Rent the Runway stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued, adjourned or postponed from time to time without notice other than by announcement at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and to submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or other nominee and you wish to vote during the Annual Meeting, you must follow the instructions from such broker, bank, trustee, or other nominee.

 

Cara Schembri

Chief Legal & Administrative Officer

May [  ], 2026

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on July 14, 2026: The proxy statement and the annual report to stockholders are available at www.proxyvote.com.

This overview does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “RTR,” “Rent the Runway” and the “Company” refer to Rent the Runway, Inc. and its subsidiary and (ii) “stockholders” refers to holders of our Class A common stock.

This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended January 31, 2026 (the “2025 Annual Report”) will be released on or about May [ ], 2026 to our stockholders on the Record Date. On the same date, we will initiate mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Meeting Date: July 14, 2026

Record Date: May 20, 2026

Meeting Time: 8:30 a.m. Eastern Time

Virtual Meeting Only: www.virtualshareholdermeeting.com/RENT2026

Our mission is to power women to feel their best every day.

We give customers ongoing access to our “unlimited closet” — with thousands of styles by hundreds of designer brands — through our Subscription offering or the ability to rent a-la-carte through our Reserve offering. We also give our subscribers and customers the ability to buy our products through our Resale offering, which offers customers pre-loved styles from our closet at a discount to retail price, up to 90% off of designer retail value. These offerings allow us to engage and serve our subscribers and customers across diverse use cases from everyday life to special occasions. We have served approximately 3.5 million lifetime customers across all of our offerings, and we had 183,552 ending total subscribers¹ (active and paused) as of January 31, 2026. We had 143,796 Active Subscribers² as of January 31, 2026. The majority of our revenue is highly recurring and is generated by our subscribers. For both the years ended January 31, 2026 and 2025, 90% and 88% of our total revenue (including Reserve and Resale revenue) was generated by subscribers while they were active or paused.

We have created a two-sided discovery engine: customers find new brands they love and brand partners find new customers they need. For customers, we unlock freedom of self-expression through access to our “Unlimited Closet” that has a constantly rotating supply of styles for all occasions, seasons, moods and price points. This leads to deep engagement with our platform as customers discover new brands they love. Brand partners are able to tap into our large, engaged community to discover new customers and get unparalleled data insights. All of this helps them grow their businesses and encourages them to partner more closely with us over time.

We have achieved the following operating and financial results for the years ended January 31, 2026 and 2025, respectively:

On October 28, 2025 (the “Recapitalization Date”), we completed recapitalization transactions to enhance our financial position and financial flexibility by significantly reducing our existing indebtedness, improving our borrowing rate and extending the maturity of our remaining indebtedness (the “Recapitalization Transactions”). Upon the closing of the Recapitalization Transactions, we entered into an amended and restated credit agreement (the “New Credit Agreement”), by and among the Company, as borrower, CHS (US) Management LLC, as administrative agent (the “Agent”), and CHS US Investments LLC (“Lender”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC, as lenders (“STORY3” and, collectively with Lender and Nexus, the “Investor Group”). The Lender exchanged $100 million of existing outstanding indebtedness on a dollar-for-dollar cashless basis for new term loans under the New Credit Agreement and exchanged the remaining indebtedness for 26,175,193 newly issued shares of our Class A common stock pursuant to the exchange agreement dated August 20, 2025 (the “Exchange Agreement”). The Investor Group also provided an additional $20 million of new term loans under the New Credit Agreement, resulting in a total aggregate principal amount of $120 million. Our minimum liquidity maintenance covenant was also reduced from $30 million to $15 million until February 20, 2027 prior to its removal pursuant to the First Amendment to the New Credit Agreement on January 28, 2026 (the “First Amendment”). We also received $12.5 million in proceeds from a concurrent rights offering. On April 1, 2026, the Company entered into the Second Amendment to the New Credit Agreement. The Second Amendment provides the Company with the ability to capitalize interest in lieu of cash payments until May 3, 2027.

In connection with the Recapitalization Transactions, there were changes to our corporate governance structure and Board leadership, as further described below.

As a result of the Recapitalization Transactions described above, our Lender and its affiliates control a majority of the voting power of our outstanding Class A common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

We utilize, and intend to continue to utilize, certain of these exemptions. Following the Recapitalization Transactions, we do not have a compensation committee or a nominating and corporate governance committee, and do not have a board that is composed of a majority of independent directors.

We believe that our current corporate governance practices are appropriately tailored to our business and promote the long-term interests of our stockholders. Key corporate governance practices include:

We are sending you this proxy statement because the Board of Directors of Rent the Runway is inviting you to vote (by soliciting your proxy) at our Annual Meeting of Stockholders on July 14, 2026 at 8:30 a.m., Eastern Time. This proxy statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this proxy statement.

Stockholders as of the close of business on May 20, 2026, the record date, are entitled to attend and vote at the Annual Meeting. There were approximately 33,483,382 shares of Class A common stock outstanding on May 20, 2026 entitled to vote.

The meeting webcast will begin promptly at 8:30 a.m., Eastern Time, and will be accessible at www.virtualshareholdermeeting.com/RENT2026. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

Each share of our Class A common stock has one vote per share.

If, on May 20, 2026, your Rent the Runway shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record, and you can vote your shares in one of two ways: either by proxy or during the virtual Annual Meeting electronically.

If, on May 20, 2026, your shares were held in “street name” through a broker, bank, trustee or other nominee, you will receive instructions on how to vote from the broker, bank, trustee or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain brokers, banks, trustees and other nominees. If your shares are held in “street name,” you may visit www.proxyvote.com and enter the 16-digit control number included in the Internet Notice or voting instruction card provided to you by your broker, bank, trustee or other nominee. If you hold your shares in street name and you did not receive a 16-digit control number, you may need to log in to your broker’s, bank’s, trustee’s or other nominee’s website to access the meeting and vote. Instructions should also be provided on the Internet Notice or voting instruction card provided by your broker, bank, trustee or other nominee.

In order to ensure stockholders are afforded the same rights and opportunities to participate in the Annual Meeting as an in-person meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during the meeting that are pertinent to the Company and the meeting matters. Only stockholders of record as of the record date for the Annual Meeting and their proxy holders who have logged in using a 16-digit control number may submit questions.

You will be able to ask questions by joining the virtual Annual Meeting at www.virtualshareholdermeeting.com/RENT2026 and typing your question in the box in the Annual Meeting portal.

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask that you limit your remarks to one brief question that is relevant to the Annual Meeting or Rent the Runway’s business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by Rent the Runway’s management with a representative question read aloud and answered. In addition, questions may be deemed to be out of order if they are, among other things, irrelevant to our business, repetitious of statements already made, or in furtherance of the speaker’s own personal, political, or business interests. Questions will be addressed in the Q&A portion of the Annual Meeting.

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log in page. Technical support will be available starting at 8:15 a.m. Eastern Time on July 14, 2026.

If you are a stockholder of record, your ability to vote by proxy by internet or telephone will end at 11:59 p.m. Eastern Time on July 13, 2026. If you prefer to vote by mail, you should complete and return the proxy card as soon as possible. You will also be able to vote by attending and voting at the virtual Annual Meeting on July 14, 2026. However, we recommend that you submit your proxy in advance in the event your plans change or you are unable to attend the Annual Meeting.

If your Rent the Runway shares are held in an account with a broker, bank, trustee, or nominee, you should vote in accordance with the instructions from your broker, bank, trustee, or nominee.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet, or online during the meeting, your shares will not be voted.

If your Rent the Runway shares are held in an account with a broker, bank, trustee or other nominee, and you do not instruct your broker, bank, trustee or other nominee how to vote your shares, your broker, bank, trustee or other nominee may still be able to vote your shares in its discretion. In this regard, brokers and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered under applicable exchange rules to be “routine,” but not with respect to “non-routine” matters. Each of Proposal No. 1 (the Election of Directors), Proposal Nos. 3 - 10 (the Charter Amendment Proposals), and Proposal No. 11 (the Plan Amendment Proposal) are considered to be “non-routine” under applicable exchange rules, meaning that your broker may not vote your shares on this proposal in the absence of your voting instructions, which would result in a “broker non-vote.” Proposal No. 2 (the Ratification of Auditors), however, is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 2. Please instruct your broker, bank, trustee, or other nominee to ensure that your vote will be counted.

A “vote withheld” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of our auditors, any of the Charter Amendment Proposals, or the Plan Amendment Proposal, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of our auditors or the Plan Amendment Proposal and count as a vote against each of the Charter Amendment Proposals.

If you submit a properly signed proxy card but do not provide any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors, which are indicated above and with each proposal in this proxy statement. We know of no other business that will be presented at the Annual Meeting. However, if any other matter is properly presented at the meeting, the persons named as proxies will vote your shares using his or her best judgment.

Yes. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you may change your vote or revoke your proxy at any time prior to the final vote at the virtual Annual Meeting by:

Your most recent proxy submitted by proxy card, internet, or telephone is the one that will count. Your attendance at the virtual Annual Meeting by itself will not revoke your proxy if you do not also vote at the virtual Annual Meeting.

If you hold shares in an account with a broker, bank, trustee, or nominee, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee in accordance with the instructions they provide to you. If you have obtained a valid proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, you may change your vote by attending the virtual Annual Meeting and voting.

A representative of Broadridge Financial Services, Inc. will tabulate the votes and act as inspector of election.

A quorum is the minimum number of shares required to be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting of the holders of a majority of the voting power of outstanding shares of capital stock entitled to vote at the Annual Meeting, present electronically or represented by proxy, will constitute a quorum. If a quorum is not present, we will not be able to conduct any business, and the Annual Meeting will be adjourned, or postponed, by the chairperson of the meeting for a later date. Instructions to “withhold” authority to vote in the election of directors, abstentions, and broker non-votes will be counted as present for determining whether or not a quorum is present.

We plan to announce preliminary voting results at the Annual Meeting and will report the final voting results in a current report on Form 8-K within four business days of the Annual Meeting.

We are soliciting proxies on behalf of our Board of Directors and will pay the related costs. As part of this process, we reimburse brokers and other custodians, nominees, and fiduciaries for their out-of-pocket expenses for forwarding proxy materials to our stockholders. Our directors, officers, and employees may also solicit proxies in person, by telephone, or by other means of communication, and will not receive any additional compensation for soliciting proxies.

If you receive more than one set of materials, it means you hold your shares in more than one name or account. In order to vote all of your shares, you should sign and return all of the proxy cards you receive or follow the instructions for any alternative voting procedures on the proxy cards or the Internet Notices you receive.

We have adopted a practice approved by the Securities and Exchange Commission (the “SEC”) called “householding.” This means that stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees, and the environmental impact. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card.

If you prefer to receive a separate set of proxy materials or if you currently receive multiple copies and would like to request “householding” of your communications, please contact Broadridge by phone at 1 (866) 540-7095 or by mail to Broadridge, Householding Department, 51 Mercedes Way, Edgewod, New York 11717. If any stockholders in your household would like to receive a separate annual report or proxy statement, please send an email to investors@renttherunway.com. We will strive to promptly address your request.

In connection with the Recapitalization Transactions described above, Lender, Nexus, STORY3, Jennifer Y. Hyman, the former Chief Executive Officer of the Company, and certain other parties are party to an investor rights agreement, dated August 20, 2025 (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement and the Exchange Agreement, the Company and Lender agreed to take all commercially reasonable actions as may be necessary to cause, as of the closing of the Recapitalization Transactions, the board of directors of the Company (the “Board”) to consist of seven members, including Jennifer Hyman, a director selected by Ms. Hyman and approved by the Investor Group, a director designated by Nexus, a director designated by STORY3 and three directors designated by the Board (such three directors, the “Investor Directors”).

On August 20, 2025, Tim Bixby, Jennifer Fleiss, Scott Friend, Beth Kaplan, Daniel Rosensweig and Michael Roth tendered their resignation from the Board and all committees on which they serve, contingent upon the consummation of the Recapitalization Transactions and the Board accepting such resignations, to be effective upon acceptance (the “Resignations”). On October 28, 2025, the Board accepted the Resignations, effective immediately. The Resignations were not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, and were tendered solely to facilitate the Recapitalization Transactions and reconstitute the Board pursuant to the terms of the Exchange Agreement and Investor Rights Agreement, as described above. Gwyneth Paltrow voluntarily resigned from the Board on August 19, 2025.

On October 28, 2025, the Board appointed Teri Bariquit, Peter Comisar, Dhiren Fonseca, Damian Giangiacomo and Daniel Rosensweig to serve as directors pursuant to the Exchange Agreement and the Investor Rights Agreement, effective immediately. Mr. Comisar and Mr. Giangiacomo were appointed to serve as Class I directors, Ms. Bariquit and Mr. Rosensweig were appointed to serve as Class II directors and Mr. Fonseca was appointed to serve as a Class III director, with Ms. Hyman remaining on the Board as a Class III director. Upon the closing of the Recapitalization Transactions, the Board consisted of six directors. The Investor Group has advised the Company that it is continuing to use commercially reasonable efforts to identify and designate a third Investor Director to the Board. Concurrently with their appointments to the Board, Mr. Giangiacomo and Mr. Rosensweig were appointed to the Audit Committee, and Mr. Fonseca was appointed to serve as Executive Chair of the Board.

On May 12, 2026, Jennifer Hyman resigned as Chief Executive Officer and President of the Company and as a member of the Board, effective as of May 15, 2026 (the “Separation Date”). In connection with Ms. Hyman’s resignation, the Company entered into a side letter agreement (the “Side Letter”) with Ms. Hyman and her affiliates (the “Hyman Group”) pursuant to which, among other things, the Hyman Group agreed to terminate any and all of their respective rights under the Investor Rights Agreement, including rights to designate a director and a board observer to the Board. Ms. Bariquit was appointed as interim CEO and President effective as of the Separation Date and the Company plans to conduct a search for a permanent CEO and President.

Dhiren Fonseca is the Executive Chairman of our Board of Directors and Ms. Bariquit is our interim Chief Executive Officer and President. Our Board of Directors believes that our current leadership structure provides us with effective leadership and is in the best interest of us and our stockholders. Ms. Bariquit is a veteran fashion retail executive and advisor recognized for her leadership in large-scale enterprise transformation, technology enablement, and business turnaround initiatives. Her strategic vision and in-depth knowledge of our industry makes her well qualified to serve as our interim Chief Executive Officer and President until the Board appoints a permanent Chief Executive Officer and President to succeed Ms. Hyman. Mr. Fonseca is a seasoned business

leader with a distinguished track record of scaling high-growth technology and consumer companies. His extensive experience spans private equity, travel, and digital commerce, which the Board believes make him uniquely positioned to guide Rent the Runway as it continues to innovate its platform, deepen its supplier relationships, and explore strategic partnerships.

We believe having separate CEO and executive chairman positions is appropriate in light of our capital structure following the Recapitalization Transactions and the Investor Rights Agreement.

Our corporate governance guidelines provide the flexibility for our Board of Directors to modify our leadership structure in the future in a manner that it believes is in the best interest of the Company. The Board of Directors will continue to evaluate our leadership structure periodically and make changes in the future as it deems appropriate. The Board of Directors also believes that its approach to risk oversight, as more fully discussed below in “Board Oversight of Risk,” helps ensure that the Board of Directors is able to effectively perform its risk oversight responsibilities under various leadership structures.

Our Board of Directors is responsible for reviewing the appropriate characteristics, skills, and experience required for the Board of Directors as a whole and its individual members. In its evaluation of director candidates, our Board considers a diversity of backgrounds, experience, and area of expertise, as well as other individual qualities and attributes that contribute to the total diversity of viewpoints and experience represented on the Board. The Board also considers other factors, including issues of character, integrity, judgment, potential conflicts of interest, and other commitments, as described below.

Our Board of Directors is responsible for overseeing our risk management process. The Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. The Board of Directors administers its oversight function directly as a whole and through the Audit Committee. For example, the full Board of Directors is generally responsible for overseeing the Company’s legal, regulatory and ethical compliance, including the procedures in place to enforce the Code of Conduct, as well as risks relating to data privacy, technology and information security, including cybersecurity. Our Audit Committee is responsible for overseeing risks relating to financial reporting, accounting, and auditing matters.

Our Board of Directors met 8 times during fiscal year 2025. Each current director attended at least 75% of the total number of fiscal year 2025 meetings of the Board of Directors and of each Committee on which he or she served, which were held during the period in which that director served. We encourage all directors and director nominees to attend the Annual Meeting; however, attendance is not mandatory. All of our directors then serving, except for Ms. Beth Kaplan, attended our 2025 Annual Meeting of Stockholders.

Our Board of Directors assesses the independence of each director at least annually and has determined that each of Mr. Giangiacomo and Mr. Rosensweig meets all of the applicable standards of independence for members of the Board established by (i) the laws, rules and regulations of the SEC and (ii) the listing standards of Nasdaq. Ms. Bariquit is not considered independent due to her role as our interim Chief Executive Officer and President and due to her Consulting Services Agreement (as defined below). There are no arrangements or understandings between Ms. Bariquit, Mr. Comisar, Mr. Fonseca, Mr. Giangiacomo or Mr. Rosensweig and any other persons pursuant to which they were selected as directors, except as described herein with respect to the

Exchange Agreement and the Investor Rights Agreement. In addition, each of our former directors, Tim Bixby, Jennifer Fleiss, Scott Friend, Beth Kaplan, Gwyneth Paltrow and Michael Roth were also determined to be independent while serving on our Board of Directors during 2025. Ms. Hyman was not independent while she served on our Board of Directors due to her former role as our Chief Executive Officer.

In addition, our Board of Directors has determined that each member of our Audit Committee is independent and, in the case of the Nominating and ESG Committee and Compensation Committee, was independent during their existence, and meets (or met, as applicable) the heightened independence requirements applicable to such Committee in accordance with the listing standards of Nasdaq and the applicable rules and regulations of the SEC.

Currently, our Board has an Audit Committee. During fiscal year 2025, our Board had the following additional standing committees: a Compensation Committee and a Nominating and ESG Committee. In addition, in fiscal year 2025, the Board had a Finance Committee, consisting of independent directors, Scott Friend, Beth Kaplan, Tim Bixby and Daniel Rosensweig, to review, direct and oversee potential financing and strategic transactions. Members of these committees served until their resignation or until otherwise determined by our Board.

The charter of the Audit Committee, our Corporate Governance Guidelines, and our Code of Conduct are available on our investor website (investors.renttherunway.com) under “Governance-Governance Documents” or by writing to our offices at 10 Jay Street, Brooklyn, New York 11201.

Prior to the completion of the Recapitalization Transactions, the Audit Committee consisted of Tim Bixby (Chair), Beth Kaplan, and Mike Roth (the “Pre-Transaction Audit Committee”). Following the completion of the Recapitalization Transactions, the Audit Committee consists of Dan Rosensweig (Chair) and Damian Giangiacomo (the “Post-Transaction Audit Committee”).

As a result of the Resignations, the Post-Transaction Audit Committee consists of two members. On October 28, 2025, we notified Nasdaq of our noncompliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be comprised of three independent directors, and our intent to rely on the cure period provided by Nasdaq Rule 5605(c)(4)(B). We intend to appoint an independent director to the Audit Committee no later than the Annual Meeting, as provided by Nasdaq Rule 5605(c)(4)(B).

Our Board of Directors has determined that Mr. Rosensweig qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Pre-Transaction Audit Committee met three (3) times during fiscal year 2025 and the Post-Transaction Audit Committee met one time during fiscal year 2025.

We have adopted an Audit Committee charter that outlines the principal functions of the Audit Committee, which include:

Following the Recapitalization Transactions, the Board dissolved the Compensation Committee effective October 28, 2025. The Compensation Committee held four meetings in 2025 prior to its dissolution. Upon the dissolution of the Compensation Committee, the full Board absorbed the Compensation Committee’s duties and responsibilities to the extent required by Nasdaq Listing Rule 5605(d). The Board currently believes that all directors should be responsible for oversight of these matters.

Prior to its dissolution, our Compensation Committee consisted of Beth Kaplan (Chair), Scott Friend, and Mike Roth and had a Compensation Committee charter that outlined the principal functions of the Compensation Committee, which included:

Prior to its dissolution, our Board of Directors determined that each member of our Compensation Committee was a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Prior to its dissolution, the Compensation Committee, and, following the Recapitalization Transactions, the Board, generally considered our Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, the Compensation Committee had the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. In fiscal year 2025, the Compensation Committee engaged Compensia, Inc. (“Compensia”) a compensation consulting firm, to advise on executive and director compensation. The Compensation Committee considered the adviser independence factors required under SEC rules as they relate to Compensia and determined that Compensia’s work does not raise a conflict of interest.

In addition, the Compensation Committee engaged Willis Towers Watson (“WTW”), a compensation consulting firm, to advise on executive and director compensation in connection with the Recapitalization Transactions. The Compensation Committee considered the adviser independence factors required under SEC rules as they relate to WTW and determined that WTW’s work did not raise a conflict of interest.

Following the Recapitalization Transactions, the Board dissolved the Nominating and ESG Committee effective October 28, 2025. The Nominating and ESG Committee did not meet in 2025 prior to its dissolution. Upon the dissolution of the Nominating and ESG Committee, the full Board absorbed the Nominating and ESG Committee’s duties and responsibilities to the extent required by Nasdaq Listing Rule 5605(e). The Board currently believes that all directors should be responsible for oversight of these matters.

Prior to dissolution, our Nominating and ESG Committee included Jennifer Fleiss (Chair) and Gwyneth Paltrow and had a Nominating and ESG Committee charter.

Our Code of Conduct describes the standards of conduct expected of everyone at RTR. The code 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.

Beth Kaplan, Scott Friend, and Mike Roth served on our Compensation Committee during the portion of fiscal year 2025 before the completion of the Recapitalization Transactions. None of these individuals is currently, or has been within the past three years, an officer or an employee of RTR. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or, prior to the completion of the Recapitalization Transactions, our Compensation Committee.

The Board of Directors is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board of Directors those candidates to be nominated for election to the Board of Directors, subject to any obligations and procedures governing the designation of directors to the Board of Directors that are included in the Investor Rights Agreement.

When identifying and evaluating potential director nominees, including current members of the Board of Directors who are eligible for re-election, the Board of Directors seeks a balance of knowledge, experience, and capability and may consider the following (see also “The Board and Corporate Governance – Investor Rights Agreement” below):

To facilitate the search process for director candidates, the Board of Directors may solicit our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. Teri Bariquit, a director nominee, was recommended for election by an investor pursuant to the Investor Rights Agreement. Dan Rosensweig, a director nominee, was recommended for election by Ms. Hyman pursuant to the Investor Rights Agreement. The Board of Directors may also consult with outside advisors or retain search firms to assist in the search for qualified

candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Board of Directors reviews the backgrounds of those candidates, evaluates candidates’ independence from us and potential conflicts of interest, and determines if candidates meet the qualifications desired by the Board of Directors of candidates for election as director.

The Board of Directors will consider stockholder recommendations, so long as they comply with applicable law, our Bylaws, and the procedures described below. Stockholder recommendations for candidates to the Board of Directors must be received in writing and emailed to corporatesecretary@renttherunway.com or sent to our headquarters, Rent the Runway, Inc., 10 Jay Street, Brooklyn, NY 11201, to the attention of our Chief Legal & Administrative Officer and Secretary. The recommendation must be received sufficiently in advance of our consideration of our director nominees for the next annual meeting and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and RTR within the last three years, and evidence of the recommending person’s ownership of RTR stock. Recommendations must also include a statement from the recommending stockholder in support of the candidate that addresses the criteria for Board of Directors membership, personal references, and the consent of the candidate to serve.

The Board of Directors will review the qualifications of any candidate recommended by stockholders in accordance with the criteria described above. In addition, in the Board of Directors’ discretion, its review may include interviewing references, performing background checks, direct interviews with the candidate, or other actions it deems necessary or proper. Stockholders may also nominate candidates for election to our Board of Directors by following the procedures described in “Additional Information – Stockholder Proposals” below.

In connection with the Recapitalization Transactions, on August 20, 2025, the Company entered into the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, the Company was required to prepare and file with the SEC, within 20 days following the Closing, a shelf registration statement registering the resale of Class A common stock held by Ms. Hyman and the Investor Group, and grant certain demand, piggyback and shelf registration rights to Ms. Hyman and the Investor Group.

The Investor Rights Agreement also provided for certain Board designation rights of the Investor Group and Ms. Hyman. Pursuant to the Investor Rights Agreement, for so long as they meet certain minimum ownership thresholds, each of Nexus and STORY3 will be entitled to designate one director to the Board, and the Board will designate three directors to the Board, subject to the approval of the Investor Majority and after considering in good faith Ms. Hyman’s views in connection therewith. In addition, the Investor Rights Agreement provided that, so long as Ms. Hyman served as Chief Executive Officer of the Company, she would be designated as a member of the Board, and, for so long as she continued to own a specified minimum number of Class A common stock, Ms. Hyman would be entitled to appoint one additional director to the Board, subject to the reasonable approval of the Investor Majority. Subject to certain minimum ownership thresholds, Nexus and STORY3 would also be entitled to each appoint a non-voting Board observer, and the Lender would be entitled to appoint two non-voting Board observers pursuant to the Investor Rights Agreement and the New Credit Agreement. Furthermore, subject to certain minimum ownership thresholds, Ms. Hyman would also be entitled to appoint a non-voting Board observer pursuant to the Investor Rights Agreement.

On May 12, 2026, Jennifer Hyman resigned as Chief Executive Officer and President of the Company and as a member of the Board, effective as of May 15, 2026 (the “Separation Date”). In connection with Ms. Hyman’s resignation, the Company entered into a side letter agreement (the “Side Letter”) with Ms. Hyman and her affiliates (the “Hyman Group”) pursuant to which, among other things, the Hyman Group agreed to terminate any and all of their respective rights under the Investor Rights Agreement, including rights to designate a director and a board observer to the Board.

The description of the terms of the Investor Rights Agreement and the Side Letter does not purport to be complete and is qualified in its entirety by the full text of the respective agreements. A copy of the Investor Rights Agreement was filed and incorporated by reference as Exhibit 10.27 in our Annual Report on Form 10-K. A copy of the Side Letter was filed as Exhibit 10.2 in our Current Report on Form 8-K, filed with the SEC on May 13, 2026.

Stockholders or other interested parties may contact the Board of Directors or one or more of our directors with issues or questions about RTR, by emailing corporatesecretary@renttherunway.com or mailing correspondence to our Chief Legal & Administrative Officer and Secretary at our Brooklyn headquarters, Rent the Runway, Inc., 10 Jay Street, Brooklyn, NY 11201. Our legal team will review incoming communications directed to the Board of Directors and, if appropriate, will forward such communications to the appropriate member(s) of the Board of Directors or, if none is specified, to the chair of the Board of Directors. For example, we will generally not forward a communication that is primarily commercial in nature, is improper or irrelevant, or is a request for general information about RTR.

Our Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) is intended to comply with SEC and Nasdaq listing standards and maintain a culture of focused, diligent, and responsible management that discourages conduct detrimental to the growth of the Company. Accordingly, as set forth in the Clawback Policy, the Company is required to recover certain erroneously paid incentive-based compensation, including cash incentive or performance-vesting equity compensation, of its current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement. A copy of the Clawback Policy was filed as Exhibit 97.1 to our 2025 Annual Report.

We have adopted an Insider Trading Policy and procedures applicable to our directors, officers, and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Under our Insider Trading Policy, our directors and employees, including our executive officers, are prohibited from pledging our securities or using such securities as collateral for a loan. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our 2025 Annual Report.

The following table discloses compensation earned by our non-employee directors during fiscal year 2025.

The table below shows for each non-employee director who was serving, and held outstanding equity awards, as of January 31, 2026, the aggregate number of RSUs held by each such non-employee director as of such date.

In October 2021, we adopted a formal non-employee director compensation program upon the completion of our IPO, which was further updated for fiscal year 2024 and remained in effect for fiscal year 2025 as described below until the Recapitalization Date (the “Pre-Recap NED Policy”). Pursuant to the Pre-Recap NED Policy, each non-employee director received a mixture of equity and cash compensation. Following the Recapitalization Date, the Non-Employee Director Compensation program was terminated by the Board, effective as of October 28, 2025, and replaced by the Post-Recap NED Policy (as discussed below).

For the portion of fiscal year 2025 prior to the Recapitalization Date, each non-employee director was eligible to receive an annual cash retainer of $75,000 paid quarterly in arrears under the Pre-Recap NED Policy as well as an additional fee (as set forth in the table below) for certain service on a committee of our Board. Cash compensation payable under the Pre-Recap NED Policy was pro-rated through the Recapitalization Date.

Pursuant to the Pre-Recap NED Policy, each non-employee director was granted 1,685 RSUs on the date of the 2025 annual meeting of our Stockholders (other than Mr. Michael and Mr. Friend). These awards vest in full on the earlier of (i) the next occurring annual meeting of our Stockholders or (ii) the first anniversary of the grant date, subject to the non-employee director’s continued service through the applicable vesting date. RSUs granted under the Pre-Recap NED Policy accelerated and vested in full upon the closing of the Recapitalization Transactions to the extent the non-employee directors were in service as of the Recapitalization Date.

On December 16, 2025, the Board adopted a new non-employee director compensation program, effective as of October 28, 2025 (the “Post-Recap NED Policy”). Pursuant to the Post-Recap NED Policy, each non-employee director receives a mixture of equity and cash compensation.

Following the Recapitalization Date, each non-employee director was eligible to receive an annual cash retainer of $75,000 paid quarterly in arrears under the Post-Recap NED Policy as well as an additional fee of $25,000 for service as the chair of the Audit Committee. Cash compensation payable under the Post-Recap NED Policy was pro-rated from the Recapitalization Date.

Pursuant to the Post-Recap NED Policy, Ms. Bariquit and Mr. Rosensweig each received a grant of RSUs having a grant date fair value equal to $120,000, prorated for the portion of fiscal year 2025 that spanned October 28, 2025, through but not including July 8, 2026 (the “Pro-Rated Director RSU Awards”). The Pro-Rated Director RSU Awards will vest on the earlier of (i) July 8, 2026 or (ii) immediately before the 2026 Annual Meeting, subject to the non-employee director’s continued service through the vesting date.

The Consulting Services Agreement provides that Ms. Bariquit is eligible to receive a $10,000 monthly consulting fee in exchange for providing certain consulting services to the Company. The Consulting Services Agreement shall continue for an indefinite term and may be terminated at any time by either party by providing at least 10 days’ prior written notice.

On May 12, 2026, we appointed Teri Bariquit as interim Chief Executive Officer and President of the Company, effective as of May 15, 2026. In connection with her appointment, we entered into a new statement of work under the Consulting Services Agreement pursuant to which Ms. Bariquit will serve as interim Chief Executive Officer and President of the Company. For a summary of Ms. Bariquit’s appointment and the statement of work, please see the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2026.

Our Board of Directors currently consists of five directors, who are divided into three classes with staggered three-year terms. The current Class I directors are Peter Comisar and Damian Giangiacomo; the current Class II directors are Teri Bariquit and Daniel Rosensweig; and the current Class III director is Dhiren Fonseca. At the Annual Meeting, the Class II directors named above are standing for election, each for a three-year term. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively.

The Board of Directors has nominated Teri Bariquit and Daniel Rosensweig for election as Class II directors at the Annual Meeting. If elected at the Annual Meeting, the nominees will serve until our 2029 annual meeting of stockholders and until their successors have been elected and qualified or until they resign, die, are disqualified or are removed from the Board of Directors. The nominees have consented to serve as director, if elected. We have no reason to believe that either of the nominees will be unable or unwilling to serve as director. If, however, a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if the Board of Directors names one. Proxies cannot be voted for a greater number of persons than the number of nominees named.

The Board of Directors recommends a vote “FOR” each of the director nominees named above.

Teri Bariquit has served as the interim Chief Executive Officer and President since May 2026 and as a member of our Board since October 2025. Teri Bariquit is a seasoned fashion retail executive and advisor with more than 37 years of experience at Nordstrom, Inc. (JWN), where she most recently served as Chief Merchandising Officer from 2019 to 2023. Since December 2023, Ms. Bariquit has served as an independent advisor and consultant. She is also a member of the Board of Directors of the Central Washington University Foundation. Ms. Bariquit holds a B.S. in Accounting and Finance, magna cum laude, from Central Washington University and a Retail Master’s Certification from Santa Clara University. We believe Ms. Bariquit is qualified to serve on our Board because of her leadership in large-scale enterprise transformation, technology enablement, and business turnaround initiatives, as well as her skill in inspiring leaders to navigate complexity and drive growth and efficiency.

Daniel Rosensweig has served as a member of our Board since October 2025 and an advisor since April 2023, and previously served on the Board of Directors from November 2012 to April 2023, and then again from May 2025. Mr. Rosensweig serves as the Chief Executive Officer, Executive Chairman and Co-Chairperson of the board of directors of Chegg, Inc., an online textbook rental company. Prior to that, Mr. Rosensweig served as President and Chief Executive Officer of Chegg from February 2010 until June 2024. Prior to Chegg, he served as CEO of Guitar Hero, COO of Yahoo!, and CEO of ZDNet. He serves on the Board of Directors for Adobe Systems, Inc., UpGrad, Inc., and Yumi. Mr. Rosensweig holds a B.A. in Political Science from Hobart and William Smith Colleges. We believe Mr. Rosensweig is qualified to serve on our Board because of his extensive experience as a public company chief executive officer and his knowledge of technology companies.

Dhiren Fonseca has served as a member of our Board and Executive Chairman since October 2025. He previously served as Chief Executive Officer and President from December 2020 to August 2021, and as a member of the Board of Directors from January 2014 to April 2021, at RentPath, Inc., an online marketplace for residential apartment rentals. Prior to RentPath, Inc., he was Chief Commercial Officer of Expedia, Inc. from 2012 through April 2014 and served as Co-President, Partner Services Group, from 2009 through 2012. He previously served as Senior Vice President, Corporate Development and Strategy, beginning in 2005 and, prior to that role, held several roles responsible for the development of external-facing relationships and business development at Expedia. Prior to Expedia, Mr. Fonseca was an early Microsoft Corporation employee and a member of the management team responsible for creating Expedia.com in 1995. Mr. Fonseca serves on the board of Tripadvisor and DRF Logistics, as an Advisor to GetPica S.p.A. and Certares LP, a firm specializing in investments in the travel, transportation, hospitality, and payments sectors, where he was previously a Partner. Mr. Fonseca previously served as a board member for organizations including Alaska Air Group, Caesars Acquisition Corp., Cynosure, Diamond Resorts, HotelTonight, Inmar, Osiris Acquisition Corp., RentPath, Rackspace, Redbox, and Wilbur-Ellis. Mr. Fonseca attended the University of Manitoba. We believe Mr. Fonseca is qualified to chair our Board because of his experience guiding companies through transformation and innovation and his deep operational and investment experience across global markets.

Peter Comisar has served as a member of our Board since October 2025. Peter Comisar is Founder and Managing Partner of STORY3 Capital Partners, a leading alternative investment manager focused on the consumer sector. Currently, Mr. Comisar serves on the board of directors of several private companies including Mammoth Brands, Recover Fiber, and Coco Republic. Previously, he was Vice Chairman of Guggenheim Partners, LLC from 2009 to 2017, where he helped build the firm’s securities team along with managing the firm’s consumer & retail investment banking efforts. Prior to that, Mr. Comisar held a variety of positions at Goldman Sachs over a 20-year career, including most recently as Partner and Managing Director responsible for the consumer & retail investment banking efforts on the West Coast. Mr. Comisar holds a B.A. from Colgate University. We believe Mr. Comisar is qualified to serve on our Board because of his extensive experience as an investor and advisor to leading consumer brands.

Damian Giangiacomo has served as a member of our Board since October 2025. In 2013, Damian co-founded Nexus Capital Management LP, a private equity firm, and is a Managing Partner of the firm. Mr. Giangiacomo currently serves on the Board of Directors of Encoura, Ethos Pet, Lamps Plus, Savvas Learning Company, Sperber Landscape Companies and TruRoots. Damian previously served on the Board of Directors of Cypress Performance Group, Resident Inc., Rexnord Corporation (NYSE: RXN), McGraw-Hill Global Education, Jacuzzi Brands, Linens ‘n Things, and Connections Education. Prior to co-founding Nexus, Damian spent 13 years at Apollo Global Management in its Private Equity Group. He began his career in the Mergers, Acquisitions & Restructurings Department of Morgan Stanley. Mr. Giangiacomo holds a B.B.A. from the University of Notre Dame. We believe Mr. Giangiacomo is qualified to serve on our Board because of his deep corporate strategy, financial, and board experience.

The Audit Committee operates pursuant to a charter that is available on our investor website (investors.renttherunway.com).

As described above in more detail, the principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of our accounting practices, system of internal controls, audit processes, and financial reporting processes. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit and non-audit services to be provided by the independent auditor. The Audit Committee’s function is more fully described in its charter.

Management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. PricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm, is responsible for performing an independent audit of our Consolidated Financial Statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

In performing its responsibilities, the Audit Committee has:

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Respectfully submitted by:

Daniel Rosensweig - Chair

Damian Giangiacomo

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year 2026 and recommends that stockholders vote to ratify the appointment. Although we are not required by law to obtain such ratification from our stockholders, we believe it is good practice to do so. If our stockholders do not ratify the appointment of PwC, the Audit Committee may reconsider its appointment. The Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of RTR and our stockholders.

PwC has audited our consolidated financial statements since 2020. A representative of PwC will be present at our Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

The following table presents fees for professional audit services and other services rendered to us by PwC for the fiscal years ended January 31, 2026 and January 31, 2025.

Audit fees. These amounts consist of fees and expenses for professional services necessary to perform an audit or review in accordance with the standards of the PCAOB, including services rendered for the audit of RTR’s annual financial statements and review of quarterly financial statements starting in fiscal year 2024. These amounts also include fees for services that are normally incurred in connection with regulatory filings, such as comfort letters, consents, and review of documents filed with the SEC, and service fees related to specific transactions and events.

Audit-related fees. These amounts consist of fees to review management's material weakness remediation plans.

Tax fees. These amounts consist of fees for tax compliance, tax planning, and tax advice.

All other fees. These amounts consist of the aggregate fees for access to disclosure requirements software and other software provided by PwC.

The Audit Committee is required to pre-approve all audit and non-audit services performed by PwC to ensure that the provision of such services does not impair the public accounting firm’s independence. The Audit Committee pre-approved all of the services described above.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.

Pursuant to the law of the State of Delaware, our state of incorporation, the Board must adopt any amendment to the Charter and submit the amendment to stockholders for their approval. Our Board has unanimously adopted, declaring the advisability of, and is recommending, in Proposals 3 through 11, that our stockholders approve certain amendments to our Charter, as more fully described in each Proposal. For each of Proposal 3 through 11, the form of the proposed amendments to our Charter is attached to this proxy statement.

We are submitting each of the amendments described in Proposals 3 through 11 to stockholders as separate and independent Proposals, and none of Proposals 3 through 11 is conditioned on the approval of the others. Each of the proposed amendments set forth in Proposals 3 through 11 that are approved by the Company’s stockholders at the Annual Meeting will be reflected in a related certificate of amendment to the Charter and will become effective upon the filing of such certificate of amendment with the Secretary of State of the State of Delaware, which the Company intends to file as soon as reasonably practicable following the Annual Meeting.

The Board also has the authority to abandon any or all proposed amendments to the Charter, notwithstanding prior Board and/or stockholder approval of such amendments.

If the stockholders approve Proposals 4, 5, 6, 7, 9, 10, and 11 and the Board enacts the amendments to the Charter, the Board intends to approve conforming amendments to the Bylaws to update the corresponding provisions in the Bylaws.

In this Proposal, we are seeking stockholder approval to amend the Charter to eliminate the 50,000,000 authorized shares of our Class B common stock, none of which are currently outstanding, and eliminate all references to the Class B common stock, including but not limited to provisions relating to the rights, preferences and limitations of the Class B common stock, or the Class B Stock Elimination Proposal.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-1 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

Our Charter currently authorizes 50,000,000 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”). In connection with the closing of the Recapitalization Transactions, all of the outstanding Class B Common Stock was converted into shares of Class A common stock on a one-for-one-basis, such that no shares of Class B Common Stock remain outstanding. As a result, there are currently no shares of our Class B Common Stock outstanding. In addition, the Company currently has no plans or intentions to issue any shares of Class B Common Stock in the future. The Board has proposed the amendment because it believes the dual class structure and continuing reference to the Class B Common Stock in the Charter is unnecessary, burdensome and potentially confusing to investors and the capital markets.

Under Delaware law, our stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the Class B Stock Elimination Proposal and we will not independently provide our stockholders with any such rights.

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Class B Stock Elimination Proposal that is not shared by all of our other stockholders.

Our Board unanimously recommends a vote “FOR” the approval of the Class B Stock Elimination Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to eliminate the 10,000,000 authorized shares of our preferred stock, none of which are currently outstanding, and eliminate all references to the preferred stock, including but not limited to provisions relating to the rights, preferences and limitations of the preferred stock, or the Preferred Stock Elimination Proposal.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-2 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

Our Charter currently authorizes 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). In connection with the closing of the Recapitalization Transactions, all of the outstanding Preferred Stock, if any, was converted into shares of Class A common stock on a one-for-one-basis, such that no shares of Preferred Stock remain outstanding. As a result, there are currently no shares of our Preferred Stock outstanding. In addition, the Company currently has no plans or intentions to issue any shares of Preferred Stock in the future. The Board has proposed the amendment because it believes the continuing reference to the Preferred Stock in the Charter is unnecessary, burdensome and potentially confusing to investors and the capital markets.

Under Delaware law, our stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the Preferred Stock Elimination Proposal and we will not independently provide our stockholders with any such rights.

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Preferred Stock Elimination Proposal that is not shared by all of our other stockholders.

Our Board unanimously recommends a vote “FOR” the approval of the Preferred Stock Elimination Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to eliminate certain supermajority voting provisions, or the Supermajority Voting Elimination Proposal.

Our Charter includes certain supermajority voting provisions requiring the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote. Such voting standards are included in:

This Proposal is intended to eliminate the foregoing supermajority voting. The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-3 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

The Board has carefully considered the advantages and disadvantages of maintaining the supermajority voting provisions in our Charter and our Bylaws. While the higher voting requirements are intended to ensure that certain fundamental matters are supported by a broad consensus of the Company’s stockholders, our Board recognizes that there are different perspectives on this matter. After weighing these considerations, our Board has determined that it is in the best interests of the Company and its stockholders to amend our Charter to eliminate the supermajority voting requirements.

Our Board unanimously recommends a vote “FOR” the approval of the Supermajority Voting Elimination Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to establish quorum requirements for directors to take action at all meetings of the Board of Directors, or the Board Quorum Proposal.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-4 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

The current Charter is silent on the quorum required for the transaction of business at all meetings of the Board of Directors. The Company’s Bylaws currently state that at all meetings of the Board of Directors, a majority of the Whole Board of Directors (which is defined as the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships) shall constitute a quorum for the transaction of business; provided that, solely for the purposes of filling vacancies, a meeting of the Board of Directors may be held if a majority of the directors then in office participate in such meeting.

The Board Quorum Proposal is intended to amend the Charter to provide that:

Following the consummation of the Recapitalization Transactions, it is important for all members of the Board and representatives of the Investor Group to be able to actively participate in decisions made by the Board. Revising the quorum requirement to ensure that all designated directors under the Investor Rights Agreement are available will ensure that appropriate investor representation is present to maintain governance integrity.

Our Board unanimously recommends a vote “FOR” the approval of the Board Quorum Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to permit stockholders holding at least 40% of the voting power of all then-outstanding common stock to call special meetings of stockholders of the Company, or the Special Meeting Proposal.

Currently, under the Company’s Bylaws, special meetings of stockholders for any purpose or purposes may be called only by a chairperson or co-chairperson of the Board or pursuant to a resolution adopted by a majority of the Whole Board of Directors.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-5 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

As part of the Board of Directors’ review of the Company’s corporate governance practices, the Board of Directors has determined that it is appropriate and timely to present stockholders with the opportunity to approve a proposal that would allow stockholders owning 40% of the voting power of all of the then-outstanding Class A common stock to call a special meeting of stockholders.

Following the Recapitalization Transactions, the Board believes that requiring stockholders owning at least 40% of the voting power of all of the then-outstanding Class A common stock strikes a reasonable and appropriate balance between permitting stockholders to request that the Board call special meetings and ensuring that special meetings are held only when supported by a meaningful proportion of our stockholders, since special meetings should be limited to address significant, time-sensitive issues that cannot be delayed until the Company’s next annual meeting. Recognizing the benefits of providing a right to call special meetings, the Board believes that a failure to receive at least 40% of stockholders to support the need to convene a special meeting is a strong indicator that the relevant issue is unduly narrow and not deemed sufficiently significant by our stockholders generally.

Our Board unanimously recommends a vote “FOR” the approval of the Special Meeting Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to remove the prohibition against stockholders taking action by written consent without holding a meeting, or the Written Consent Proposal.

Currently, Article VII of the Charter provides that no action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, and no action shall be taken by stockholders of the Company by consent.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-6 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

In connection with the Recapitalization Transactions, the Board considered the advantages and disadvantages of prohibiting stockholder action by written consent similar to that currently found in our Charter. This type of prohibition generally is intended to facilitate corporate stability by requiring stockholder action to occur at a duly called and convened stockholder meeting. These voting limitations prohibiting stockholder action by written consent may also have the effect of providing anti-takeover protection to the Company. However, many investors and others view prohibitions against stockholder action by written consent as conflicting with principles of good corporate governance by preventing stockholders from fully exercising their voting rights as stockholders due to the need to convene at an annual or special meeting to effect change. Section 228 of the Delaware General Corporation Law (the “DGCL”) allows stockholders to act by written consent unless otherwise provided in a corporation’s certificate of incorporation.

In reaching its determination, the Board concluded that the benefits of prohibiting stockholder action by written consent were outweighed by the Board’s belief that removing the prohibition is a meaningful step towards achieving our goal of ensuring that our corporate governance policies conform to current best practices and maximizing the ability of our stockholders to appropriately participate in the affairs of the Company.

Our Board unanimously recommends a vote “FOR” the approval of the Written Consent Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to limit the liability of certain of our officers in certain circumstances as permitted by the DGCL, or the Officer Exculpation Proposal.

Pursuant to and consistent with Section 102(b)(7) of the DGCL, Article IX of the Charter already eliminates the monetary liability of directors to the fullest extent permitted by the DGCL. Effective August 1, 2022, Section 102(b)(7) was amended to permit companies to include in their certificates of incorporation limitations of monetary liability for certain senior corporate officers, such as a president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief accounting officer, and any other person who is or was identified in our public filings with the SEC as a named executive officer and any persons who have consented to be identified as an officer. Consistent with Section 102(b)(7), the proposed amendments would permit exculpation of these officers for breaches of their fiduciary duty of care in any direct claim to the fullest extent permitted by Delaware law, as it currently exists or as it may be amended in the future. Like the provision limiting the monetary liability of directors, the DGCL does not permit the elimination of liability of these officers for any breach of their duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. The DGCL also does not permit the limitation of monetary liability of these officers in any action by or in the right of the Company, such as a derivative claim.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-7 (shown as a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

After a review of evolving corporate governance practices, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to limit the liability of officers as and to the extent permitted by the DGCL. The Officer Exculpation Proposal would approve changes to the Charter that would mitigate the risk of personal financial liability in certain circumstances and help attract and retain officers, while keeping narrow the type of claims for which officers may be exculpated from liability.

Our Board unanimously recommends a vote “FOR” the approval of the Officer Exculpation Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to provide for certain director designation rights to the Investor Group (as defined below) and to make certain other conforming changes consistent with the Investor Rights Agreement, or the Board Designation Rights Proposal.

In connection with the consummation of the Recapitalization Transactions, the Investor Group, and certain other parties entered into the Investor Rights Agreement, as amended by that certain side letter agreement, dated as of May 12, 2026, by and among Jennifer Hyman, the Company and the other parties thereto, pursuant to which, among other things, the Company and the Investor Group agreed to take all commercially reasonable actions necessary to cause the Board to include one director designated by Nexus, one director designated by STORY3 and three directors designated by the Board, for so long as they maintain a certain percentage of ownership of our outstanding Class A common stock.

Pursuant to this amendment, in addition to the Investor Rights Agreement, the Charter would also provide the Investor Group with the right to designate persons to the Board, who will be the Investor Group’s appointees under Charter, as follows:

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-8 (with a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

The Board believes that it is important to provide the Investor Group with such board designation rights and believes that providing such board designation rights in the Company’s Charter will enhance the ability of the Investor Group to more freely exercise their respective independent business judgment to advance the goals of the Company and maximize value for the Company’s stockholders.

Our Board unanimously recommends a vote “FOR” the approval of the Board Designation Rights Proposal.

In this Proposal, we are seeking stockholder approval to amend the Charter to limit the definition of “Exempt Person” to designated directors of STORY3 and Nexus rather than all non-employee directors, and eliminate the provision that no director shall be liable to the Company, its subsidiaries, or its stockholders for breach of any duty relating to compliance with such corporate opportunity provisions, or the Corporate Opportunity Proposal.

The “corporate opportunity” doctrine provides that directors and officers of a corporation, as part of their duty of loyalty to the corporation and its stockholders, generally have a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited from pursuing those opportunities unless the corporation determines that it is not going to pursue them. Section 122(17) of the DGCL expressly permits Delaware corporations, such as the Company, to renounce any interest or expectancy of the corporation in certain business opportunities. Article X of the Charter currently provides that certain business opportunities presented to any director (or his or her respective affiliates) who is not employed by the Company or its subsidiaries (each such Person, an “Exempt Person”) are not subject to the “corporate opportunity” doctrine, and that the maximum extent permitted under the DGCL, the Company renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for the parties named therein. Furthermore, the Charter provides that any “Exempt Person” will not be liable to the Company, or to any of the Company’s stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity to themselves instead of the Company.

The form of the proposed amendments to our Charter to reflect the changes contemplated by this Proposal are attached to this proxy statement as Annex B-9 (with a redline against the corresponding provision in the Charter). We are also seeking to make any other conforming changes consistent with this proposal throughout the Charter, as shown in Annex B-10 (shown as a redline against the Charter).

Given the changes to the composition of the Board of Directors following the Recapitalization Transactions, the Board of Directors has determined that it is appropriate to limit the category of “Exempt Persons” for purposes of the corporate opportunity provisions to only the designated directors of STORY3 and Nexus, rather than all non-employee directors. Consistent with this amendment, the Board of Directors also believes it is appropriate to eliminate the provision stating that no director shall be liable to the Company, its subsidiaries or its stockholders for any breach of duty arising from compliance with such corporate opportunity provisions.

Our Board unanimously recommends a vote “FOR” the approval of the Corporate Opportunity Proposal.

We are seeking stockholder approval to adopt the First Amendment to increase the maximum number of shares of Class A common stock authorized for issuance under the 2021 Plan by 3,899,439 shares to 10,171,225 shares. The Board approved the First Amendment on December 15, 2025, subject to stockholder approval, and our stockholders are now being asked to approve the First Amendment.

The Company filed a registration statement on Form S-8 with the SEC on December 15, 2025, to register the 3,899,439 shares of Class A common stock which will become available under the Amended Plan if our stockholders approve the First Amendment.

If the Plan Amendment Proposal is approved by our stockholders, the Amended Plan will allow us to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through the Amended Plan, encouraging them to remain in our employ or service, motivating them to achieve superior performance for the Company and more closely aligning their interests with those of our stockholders. We believe that offering ownership interests in the Company through the Amended Plan is a key factor in retaining existing employees, recruiting, and retaining new employees and is vital to the long-term success of the Company by aligning and increasing the interest of all employees in our success.

The Board considers long-term equity-based incentive compensation as an important element of the Company’s compensation program. The Board believes that equity awards provide our executive officers and employees with a strong link to long-term performance, create an ownership culture and help to align the interests of our executive officers and employees with those of our stockholders. The Amended Plan is designed to advance these interests to the benefit of the Company and its stockholders and encourage sustained excellence from our employees to drive long-term stockholder value. Equity-based compensation under the Amended Plan would encourage executive officers and employees to act as owners with an equity stake in the Company, discourage inappropriate risk-taking and contribute to continuity and stability within the Company’s workforce.

The ability to grant long-term equity-based compensation would allow the Company to continue to align the interests of executive officers and employees with the interests of the Company’s stockholders and to create substantial incentives for the Company’s executive officers and employees to achieve the Company’s long-term goals. In addition, long-term equity-based compensation enables the Company to provide competitive compensation to help in recruitment of executive officers and employees, and, through vesting requirements, helps to promote retention and long-term service of executive officers and employees.

The following summary discussion describes the principal features of the Amended Plan. This summary, however, does not purport to be a complete description of all of the provisions of the Amended Plan. It is qualified in its entirety by reference to the full text and terms of the Amended Plan, a copy of which is attached as Annex C.

Our employees, non-employee directors and consultants, and employees, non-employee directors and consultants of our subsidiaries, are eligible to receive awards under the Amended Plan. The Amended Plan is expected to be administered by the Board, which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the “plan administrator” below), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, and/or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended Plan, subject to its express

terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Amended Plan, including any vesting and vesting acceleration conditions. As of May 20, 2026, approximately 188 employees, four (4) non-employee directors, and no consultants of the Company and its subsidiaries were eligible to participate in the Amended Plan.

Previously, the maximum number of shares of our Class A common stock available for issuance under the 2021 Plan was 6,271,786 shares of our Class A common stock.

If the Plan Amendment Proposal is approved by our stockholders, the maximum number of shares of Class A common stock authorized for issuance under the Amended Plan will be increased by 3,899,439 to 10,171,225, and is intended to provide us with enough shares of Class A common stock to grant awards to executive officers, non-employee directors, and other employees, to promote retention of our executive officers and employees, and to align the interests of our executive officers and employees with those of our stockholders.

No more than 15,665,544 shares of Class A common stock may be issued upon the exercise of incentive stock options (“ISOs”) under the Amended Plan.

Awards granted under the Amended Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by an entity in connection with a corporate transaction with us, such as a merger, combination, consolidation or acquisition of property or stock will not reduce the shares authorized for grant under the Amended Plan. The maximum grant date fair value of cash and equity awards granted to any non-employee director pursuant to the Amended Plan during any calendar year is $750,000, increased to $1,000,000 for the non-employee director’s initial year of service as a non-employee director.

The Amended Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, stock payments, restricted stock units, which may be subject to time- and / or performance-vesting conditions (“RSUs”), other incentive awards, stock appreciation rights (“SARs”) and cash awards.

Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code as amended, and the regulations and guidance promulgated thereunder (the “Code”), which may impose additional requirements on the terms and conditions of such awards. All awards under the Amended Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

Stock Options. Stock options provide for the purchase of shares of Class A common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share of Class A common stock on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders).

SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares of Class A common stock subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share of Class A common stock on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction). The term of a SAR may not be longer than ten years.

Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of Class A common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of Class A common stock in the future, which may also remain

forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral.

Stock Payments, Other Incentive Awards and Cash Awards. Stock payments are awards of fully vested shares Class A common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of Class A common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Cash awards are cash incentive bonuses subject to performance goals.

Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of Class A common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

Vesting conditions determined by the plan administrator may apply to each award and may include continued service, performance and/or other conditions.

The plan administrator has broad discretion to take action under the Amended Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits, facilitate the transaction, or give effect to changes in applicable law or accounting principles, in connection with certain transactions and events affecting our common stock, such as a change in control, stock dividends, stock splits, mergers, consolidations and other corporate transactions. This includes cancelling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the Amended Plan and replacing or terminating awards under the Amended Plan. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended Plan and outstanding awards. In the event of a “change in control” of our Company (as defined in the Amended Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards may become fully vested and exercisable in connection with the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the Company’s Policy Relating to Recovery of Erroneously Awarded Compensation. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Amended Plan are generally non-transferable, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended Plan, the plan administrator may, in its discretion, accept cash or check, provide for net withholding of shares, allow shares of our common stock that meet specified conditions to be repurchased, allow a “market sell order” or such other consideration as it deems suitable.

The Board may amend or terminate the Amended Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended Plan. No award may be granted pursuant to the Amended Plan after the tenth anniversary of the date on which our stockholders approve the Amended Plan.

The Amended Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. The following is a general summary of certain U.S. Federal income tax consequences to U.S. participants with respect to awards granted under the Amended Plan based on the law as currently in effect. This discussion applies to participants who are citizens or residents of the U.S. and a U.S. taxpayer.

On exercise of a nonqualified stock option granted under the Amended Plan, an optionee will recognize ordinary income equal to the excess, if any, of the fair market value on the date of exercise of the shares of stock acquired on exercise of the option over the exercise price. If the optionee is an employee of the Company or one of its subsidiaries, that income will be subject to the withholding of Federal income tax. The optionee’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and his or her holding period for those shares will begin on that date.

If an optionee pays for shares of stock on exercise of an option by delivering shares of our common stock, the optionee will not recognize gain or loss on the shares delivered, even if their fair market value at the time of exercise differs from the optionee’s tax basis in them. The optionee, however, otherwise will be taxed on the exercise of the option in the manner described above as if he or she had paid the exercise price in cash. If a separate identifiable stock certificate is issued for that number of shares equal to the number of shares delivered on exercise of the option, the optionee’s tax basis in the shares represented by that certificate will be equal to his tax basis in the shares delivered, and his or her holding period for those shares will include his or her holding period for the shares delivered. The optionee’s tax basis and holding period for the additional shares received on exercise of the option will be the same as if the optionee had exercised the option solely in exchange for cash.

We will be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income taxable to the optionee; provided that the deduction is not otherwise disallowed under the Code.

The Amended Plan provides for the grant of stock options that qualify as “incentive stock options” as defined in Section 422 of the Code, which we refer to as ISOs. Under the Code, an optionee generally is not subject to tax upon the grant or exercise of an ISO. In addition, if the optionee holds a share received on exercise of an ISO for at least two years from the date the option was granted and at least one year from the date the option was exercised (the “Required Holding Period”), the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the holder’s tax basis in that share will be long-term capital gain or loss. An individual’s stock options otherwise qualifying as ISOs will be treated for tax purposes as nonqualified stock options (and not as ISOs) to the extent that, in the aggregate, they first become exercisable in any calendar year for stock having a fair market value (determined as of the date of grant) in excess of $100,000.

If, however, an optionee disposes of a share acquired on exercise of an ISO before the end of the Required Holding Period (a “Disqualifying Disposition”), the optionee generally will recognize ordinary income in the year of the Disqualifying Disposition equal to the excess, if any, of the fair market value of the share on the date the ISO was exercised over the exercise price. If, however, the Disqualifying Disposition is a sale or exchange on which a loss, if realized, would be recognized for Federal income tax purposes, and if the sales proceeds are less than the fair market value of the share on the date of exercise of the option, the amount of ordinary income recognized by the optionee will not exceed the gain, if any, realized on the sale. If the amount realized on a Disqualifying Disposition exceeds the fair market value of the share on the date of exercise of the option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

An optionee who exercises an ISO by delivering shares of our common stock acquired previously pursuant to the exercise of an ISO before the expiration of the Required Holding Period for those shares is treated as making a Disqualifying Disposition of those shares. This rule prevents “pyramiding” in connection with the exercise of an ISO (that is, exercising an ISO for one share and using that share, and others so acquired, to exercise successive ISOs) without the imposition of current income tax.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of our common stock acquired on exercise of an ISO exceeds the exercise price of that option generally will be an adjustment included in the optionee’s alternative minimum taxable income for the year in which the option is exercised. If, however, there is a Disqualifying Disposition of the share in the year in which the option is exercised, there will be no adjustment with respect to that share. If there is a Disqualifying Disposition in a later year, no income with respect to the Disqualifying Disposition is included in the optionee’s alternative minimum taxable income for that year. In computing alternative minimum taxable income, the tax basis of a share acquired on exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the option is exercised.

We are not allowed an income tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired on exercise of an ISO after the Required Holding Period. However, if there is a Disqualifying Disposition of a share, RTR is allowed a deduction in an amount equal to the ordinary income includible in income by the optionee; provided that the deduction is not otherwise disallowed under the Code.

A recipient who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any stock received. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income; provided that the deduction is not otherwise disallowed under the Code. The participant’s tax basis in any stock received upon exercise of a SAR will be the fair market value of the stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such stock on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such stock were held by the participant.

Generally, the recipient of a stock award will recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is non-vested when it is received under the Amended Plan (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. If permitted by the plan administrator, a recipient may, however, file an election with the Internal Revenue Service, within 30 days of his or her receipt of the stock award, to recognize ordinary compensation income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient in exchange for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired as stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested. Upon the disposition of any stock received as a stock award under the Amended Plan the difference between the sale price and the recipient’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year from the date as of which he or she would be required to recognize any compensation income.

We will be allowed a corresponding Federal income tax deduction in an amount equal to the ordinary income recognized by the recipient; provided that the deduction is not otherwise disallowed under the Code.

Generally, the grant of RSUs (including performance-based restricted stock units) will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in stock or cash, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.

With respect to other awards granted under the Amended Plan, including stock bonuses, other stock-based awards and cash awards, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any stock or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount; provided that the deduction is not otherwise disallowed under the Code.

Generally, the recipient of dividend equivalents will recognize ordinary compensation income at the time the dividend equivalents are received equal to the fair market value of the dividend equivalents received. We generally will be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income that the employee is required to recognize as a result of the dividend equivalents; provided that the deduction is not otherwise disallowed under the Code.

Section 409A of the Code imposes requirements applicable to “nonqualified deferred compensation plans,” including rules relating to the timing of deferral elections and elections with regard to the form and timing of benefit distributions, prohibitions against the acceleration of the timing of distributions, and the times when distributions may be made, as well as rules that generally prohibit the funding of nonqualified deferred compensation plans in offshore trusts or upon the occurrence of a change in the employer’s financial health. These rules generally apply with respect to deferred compensation that becomes earned and vested on or after January 1, 2005. If a nonqualified deferred compensation plan subject to Section 409A fails to meet, or is not operated in accordance with, these requirements, then all compensation deferred under the plan is or becomes immediately taxable to the extent that it is not subject to a substantial risk of forfeiture and was not previously taxable. The tax imposed as a result of these rules would be increased by interest at a rate equal to the rate imposed upon tax underpayments plus one percentage point, and an additional tax equal to 20% of the compensation required to be included in income.

Some of the awards to be granted under the Amended Plan may constitute deferred compensation subject to the Section 409A requirements, including, without limitation, deferred stock. It is intended that any award agreement that will govern Awards subject to Section 409A will comply with, or be exempt from, these rules.

Under certain circumstances, the acceleration of vesting of equity awards in connection with a change in control could result in excess “parachute payments” under Section 280G of the Code, which amounts may not be deductible by the Company. In addition, executives that receive such payments may be subject to a 20% excise tax (in addition to regular income taxes). The Amended Plan does not provide for any excise tax gross-ups.

In general, compensation over $1.0 million per year paid to any named executive officer (and any person who was a named executive for any year, beginning with 2017) will be nondeductible under Section 162(m) of the Code.

In addition to U.S. Federal income tax, participants may also be subject to U.S. state and local taxes with respect to awards granted under the Amended Plan.

On December 16, 2025, we granted performance stock units (“PSUs”) to our executive officers (other than Ms. Hyman and Mr. Fonseca) and certain of our other employees, on February 27, 2026, we granted PSUs to Mr. Fonseca and, on May 15, 2026, we granted PSUs to Ms. Bariquit, in each case, pursuant to the Amended Plan (the “FY 2025 PSUs”). The award agreements covering the FY 2025 PSUs provide that no shares of Class A common stock may be issued with respect to the FY 2025 PSUs unless and until the Company’s stockholders

approve an increase in the number of shares of Class A common stock authorized for issuance under the 2021 Plan. If our stockholders approve the Plan Amendment Proposal, then such requirement will be satisfied. However, if the Plan Amendment Proposal is not approved by our stockholders, then there will not be a sufficient number of shares of Class A common stock under the 2021 Plan in order to deliver shares of Class A common stock with respect to any vested FY 2025 PSUs.

The table below sets forth the new plan benefits granted to the individuals and groups identified in the table below pursuant to the Amended Plan.

The FY 2025 PSUs (other than Ms. Bariquit’s and Mr. Fonseca’s) will be eligible to be earned in three equal tranches over the Company’s 2027, 2028 and 2029 fiscal years (each period, a “Performance Period”), based upon performance goals and metrics applicable to the Performance Period as determined by the Board no later than 90 days following the commencement of the Performance Period. Any earned PSUs will generally vest at the end of the final Performance Period, provided that the holder remains employed with the Company through the vesting date.

Mr. Fonseca’s FY 2025 PSUs and Ms. Bariquit’s FY2025 PSUs will generally vest based on the Implied Equity Value of the Company (as defined in the applicable PSU award agreement) attained in connection with an Investor Group Sale (as defined in the applicable PSU award agreement), generally subject to Mr. Fonseca’s and Ms. Bariquit’s continued service through the applicable vesting date.

The closing price of a share of our Class A common stock on May 20, 2026 was $3.79.

The following table lists each of our named executive officers, all current executive officers as a group, all current non-employee directors as a group, each associate of the foregoing persons, each other person who received at least 5% of the awards under the 2021 Plan, and all current employees of the Company (other than executive officers) as a group, indicating the aggregate number of options, RSUs and PSUs granted under the 2021 Plan to each of the foregoing since the inception of the 2021 Plan. The fair market value per share of Class A common stock on May 20, 2026, was $[x].

Our Class A common stock is listed on the Nasdaq Global Market. In order to comply with Nasdaq Listing Rules, including, but not limited to, Rule 5635(c), we are seeking stockholder approval of the First Amendment to the Amended Plan.

Nasdaq Listing Rule 5635(c) requires stockholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended, pursuant to which stock may be acquired by officers, directors, employees or consultants.

As noted above, if the Plan Amendment Proposal is not approved by our stockholders, then there will not be a sufficient number of shares of Class A common stock under the 2021 Plan in order to deliver shares of Class A common stock with respect to any vested FY 2025 PSUs. In addition, we will be unable to provide equity-based compensation to eligible employees and other service providers once the 2021 Plan share pool is depleted. Equity-based compensation is a critical feature of our executive and employee compensation program and the inability to grant equity awards in the future may adversely impact our ability to attract and retain talent and accordingly, the Company’s long-term success. We therefore strongly believe that it is critical that you vote “FOR” the Plan Amendment Proposal.

Our Board unanimously recommends a vote “FOR” the approval of the Plan Amendment Proposal.

Below is information regarding each of our current executive officers. Our executive officers serve at the discretion of our Board of Directors. There are no family relationships among any of our directors or executive officers.

Teri Bariquit has served as our interim Chief Executive Officer and President since May 2026. Please see the “Information About Board Nominees and Continuing Directors” section for additional biographical information.

Dhiren Fonseca has served as our Executive Chairman since October 2025. Please see the “Information About Board Nominees and Continuing Directors” section for additional biographical information.

Sid Thacker has served as our Chief Financial Officer since May 2023. Prior to that, he served as the Company’s Senior Vice President, FP&A from July 2022 to May 2023. Prior to joining RTR, from January 2020 to March 2022, Mr. Thacker served as an Investment Partner at Coalition Investment Partners, an alternative asset manager. From June 2018 to January 2020, Mr. Thacker served as CEO of SAR Capital Advisors, LP, an investment advisory firm, and from August 2011 to December 2017, he served as Founder, CEO and CIO of Signpost Capital Advisors, LP, an investment advisory firm. Mr. Thacker holds a B.A. from Oberlin College and an M.B.A. from Harvard Business School.

Drew Rau has served as our Chief Supply Chain Officer since September 2023. Prior to that, he served as our SVP, Supply Chain and Inventory from January 2023 to August 2023, after joining us in November 2021 as VP, Inventory Performance, Capacity Management and Planning, Transportation, and Loss Prevention. Prior to that, Mr. Rau served as VP Global Supply Chain at Overstock.com, an e-commerce marketplace, from November 2020 to November 2021 and as VP of Operations, Agricultural Operations and People Safety at Bowery Farming, an indoor agriculture startup, from February 2019 to November 2020. Mr. Rau also held several roles of increasing seniority at Amazon from November 2014 to February 2019, including Director of Fulfillment where he oversaw the Prime Pantry and Sub Same Day fulfillment network. Mr. Rau holds a B.S. in Business Management and Computer Information Systems from the Metropolitan State University of Denver and an M.B.A. from the University of Denver.

Cara Schembri has served as our Chief Legal & Administrative Officer since December 2023, after serving as General Counsel and Corporate Secretary since December 2019 and also serving as Interim Chief People Officer from March to September 2020. From September 2014 to November 2019, Ms. Schembri served in various roles at Etsy, Inc., a global online marketplace, most recently as the Vice President, Deputy General Counsel and Assistant Secretary. Prior to that, Ms. Schembri served as Senior Counsel and Assistant Corporate Secretary for Avon Products, Inc., a multinational cosmetics and personal care company, from September 2008 to September 2014. She began her career in private practice at Norton Rose Fulbright LLP and Sidley Austin LLP. Ms. Schembri holds a B.A. in Philosophy from Binghamton University and a J.D. from The George Washington University Law School.

Sarah Tam has served as our Chief Merchant Officer since August 2017. Prior to that, she served as our Senior Vice President of Merchandising and Planning from February 2015 to August 2017. Before joining us, Ms. Tam spent 19 years at Saks Fifth Avenue, where she most recently served as VP DMM, heading up Women’s Designer RTW, Bridal & Evening. Ms. Tam oversaw the creation, execution, and merchandising strategy of the Women’s European and American Designer business across e-commerce and stores nationwide. During her career at Saks Fifth

Avenue, she held leadership positions across the Buying and Planning organization encompassing multiple categories including Designer RTW, Luxury Handbags, Women’s Designer Shoes, and Men’s Sportswear. Ms. Tam holds a B.S. in Business Administration and Management from Geneseo University.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In fiscal year 2025, which ended on January 31, 2026, our “named executive officers” and their positions were as follows:

Although Ms. Hyman ceased serving as an executive officer on May 15, 2026, she was, and is currently, a named executive officer as of January 31, 2026, and, as a result, we have included her in this executive compensation disclosure, as required by Item 402(a) of Regulation S-K. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

On May 18, 2026, Mr. Thacker notified us of his resignation as Chief Financial Officer, effective as of June 3, 2026.

The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended January 31, 2026 and January 31, 2025.

For the fiscal year ended January 31, 2026, the compensation for our named executive officers generally consisted of a base salary, annual cash retention and incentive bonuses, and long-term equity incentive compensation in the form of RSUs and PSUs. These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent which is fundamental to our success.

Below is a more detailed summary of our executive compensation program as it relates to our named executive officers.

Our named executive officers receive a base salary to compensate them for the services they provide to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities.

Ms. Hyman’s base salary was $750,000 (which was increased from $650,000 on February 25, 2025), Mr. Thacker’s base salary is $550,000 (which was increased from $475,000 on February 21, 2025), and Ms. Tam’s base salary is $500,000. The actual salaries paid to each named executive officer during the applicable fiscal years are set forth in the “Summary Compensation Table” above, in the column titled “Salary.”

2025 Bonus Program. Under our fiscal year 2025 bonus program, our Compensation Committee determined that each of our named executive officers would be eligible to receive a cash performance bonus with the following payment opportunities: Ms. Hyman had a target opportunity of 100% of her base salary and a maximum opportunity of 175% of her base salary; Mr. Thacker had a target opportunity of 43% of his base salary and a maximum opportunity of 175% of target; and Ms. Tam had a target opportunity of 35% of her base salary and a maximum opportunity of 175% of target.

For 2025, bonus targets for all named executive officers were based 100% upon the satisfaction of company-wide ending active subscribers and Adjusted EBITDA goals. Adjusted EBITDA is a non-GAAP measure. See Annex A for a reconciliation to the most comparable GAAP measure. The actual earned bonus payouts were 40.6% of target and the actual bonus amounts earned by each named executive officer for fiscal year 2025 are included in the “Summary Compensation Table” above, in the column titled “Non-Equity Incentive Plan Compensation.”

2025 Retention Bonus Program. In February 2025, the Compensation Committee approved a cash retention bonus program (the “Retention Bonus Program”) for fiscal year 2025 (the “Retention Period”) for its executive officers and other eligible participants, including the named executive officers. The Retention Bonus Program provides for quarterly cash payments based (i) 50% on pre-determined Company performance metrics established by the Compensation Committee relating to growth in the Company’s active subscribers, which component may be earned (subject to achievement of a threshold level of performance) between 75% to 100% of the target level based on Company performance in respect of each fiscal quarter, and (ii) 50% on the participant’s continued service through the end of each applicable fiscal quarter (collectively, the “Retention Bonus”). Ms. Hyman’s target Retention Bonus was $1,500,000, Mr. Thacker’s target Retention Bonus was $420,000 and Ms. Tam’s target Retention Bonus was $420,000. The Retention Bonuses earned by each named executive officer are included in the “Summary Compensation Table” above as a portion of the amounts set forth under the column titled “Non-Equity Incentive Compensation.”

Transaction Bonus Plan. In 2024, the Board of Directors adopted the Rent the Runway, Inc. Transaction Bonus Plan (the “Transaction Bonus Plan”), upon the recommendation of the Compensation Committee. Under the Transaction Bonus Plan, certain key employees of the Company who are designated as participants, including our named executive officers, were eligible to receive a base transaction bonus (the “Base Transaction Bonus”) and a free cash flow bonus (the “Free Cash Flow Bonus”) to provide additional performance incentives based on cash flow performance of the Company and to encourage the realization of a transaction (as such term is defined in the Transaction Bonus Plan). Under the Transaction Bonus Plan, Participants were eligible to be paid a Base Transaction Bonus in an amount equal to the product of (i) $12,500,000 (the “Base Transaction Bonus Pool”), and

(ii) such participant’s applicable allocated percentage of the Base Transaction Bonus Pool. Participants were eligible to be paid a Free Cash Flow Bonus in an amount equal to the product of (x) 50% of the Company’s free cash flow for the most recent twelve calendar months ended immediately preceding the closing date of a transaction up to a maximum amount of $12,500,000 (the “Free Cash Flow Bonus Pool”), and (y) such participant’s applicable allocated percentage of the Free Cash Flow Bonus Pool. Payment of the transaction bonuses under the Transaction Bonus Plan are subject to the participant’s continued employment with RTR through the date on which RTR enters into a binding agreement to consummate a transaction (the “Transaction Agreement Date”), except that if Ms. Hyman’s employment with RTR was terminated by RTR without cause, by Ms. Hyman for good reason or due to Ms. Hyman’s death or disability prior to the Transaction Agreement Date, Ms. Hyman would eligible to receive a prorated Base Transaction Bonus and Free Cash Flow Bonus in accordance with the Transaction Bonus Plan.

Originally, under the Transaction Bonus Plan, upon the occurrence of a qualifying transaction, Ms. Hyman was eligible to receive an amount in cash equal to 50.8% of each of the Base Transaction Bonus Pool and the Free Flow Transaction Bonus Pool; Mr. Thacker was eligible to receive an amount in cash equal to 11.5% of each of the Base Transaction Bonus Pool and the Free Flow Transaction Bonus Pool; and Ms. Tam was eligible to receive an amount in cash equal to 10.1% of each of the Base Transaction Bonus Pool and the Free Flow Transaction Bonus Pool.

In connection with the Recapitalization Transactions, on August 20, 2025, the Compensation Committee approved an amendment to the Amended Transaction Bonus Plan (the “Amended Transaction Bonus Plan”). Under the Amended Transaction Bonus Plan, our named executive officers ceased to be eligible for the Free Cash Flow Bonus and their Base Transaction Bonus would instead be paid on the following schedule, rather than paid in full upon the closing of the Recapitalization Transactions (the “Closing”): the Base Transaction Bonus was paid 25% at the Closing (the “Closing Installment”), 6.25% on the 18-month, 24-month, 30-month and 36-month anniversaries of the closing (each, a “Semi-Annual Installment”), with the final 50% becoming payable on the earlier of January 31, 2030, and the date of a change in control (which does not include the Recapitalization Transactions), in the case of the final 50%, based on the satisfaction of financial or stock price-based performance measures (as applicable), provided that the named executive officer remains employed through the date each Base Transaction Bonus installment is paid. The Closing Installment and each Semi-Annual Installment are subject to repayment to the Company, net of taxes paid with respect thereto, if the named executive officer terminates their employment prior to the applicable vesting date other than due to a “good leaver termination” (as defined in the Amended Transaction Bonus Plan). The Closing Installment will vest 25% on each of the first four anniversaries of the Closing, the first Semi-Annual Installment will vest 33% on each of the second, third and fourth anniversary of the Closing, the second and third Semi-Annual Installments will each vest 50% on each of the third and fourth anniversary of the Closing, and the fourth Semi-Annual Installment will fully vest on the fourth anniversary of the Closing. As of January 31, 2026, the aggregate Base Transaction Bonus payable to the named executive officers pursuant to the Amended Transaction Bonus Plan was as follows: for Ms. Hyman, $6,350,000; For Mr. Thacker, $1,437,500; and For Ms. Tam, $1,262,500. The Base Transaction Bonuses earned by each named executive officer in fiscal year 2025 (i.e., the Closing Installment) are included in the “Summary Compensation Table” above as a portion of the amounts set forth under the column title “Non-Equity Incentive Plan Compensation.”

In fiscal year 2025, equity compensation was provided to our named executive officers in the form of RSUs and PSUs.

The grant date fair value of the RSUs granted to our named executive officers on December 16, 2025 is reflected in the “Stock Awards” column of the Summary Compensation Table. The RSUs vest 25% on the one-year anniversary of the grant date, with the remaining 75% of the RSUs vesting in 1/16^th increments on a quarterly basis for the next three years, subject to continued service through the applicable vesting dates.

In addition to the RSUs, on December 16, 2025, we granted our named executive officers the FY 2025 PSUs. The FY 2025 PSUs will generally be subject to three one-year performance periods, commencing with fiscal year 2027, and may be earned at a level ranging from 0% to 200% of the target number of PSUs subject to the award based

upon the attainment of performance metrics and goals to be established by the Board no later than 90 days after the start of the applicable performance period. For additional information, please see the section entitled “New Plan Benefits Under the Amended Plan” on page 41 of this Proxy Statement.

Because the performance metrics and goals applicable to the FY 2025 PSUs have not been determined as of the date of this Proxy Statement, we have determined that, in accordance with FASB ASC 718, the FY 2025 PSUs have not been granted for accounting purposes. As such, we are not able to disclose the grant date fair value of the PSUs at this time. The grant date fair value of the FY 2025 PSUs will be reflected in the Proxy Statement for the year in which the performance goals and metrics are set by the Board for the applicable performance period. As of January 31, 2026, the target number of shares of Class A common stock eligible to be earned pursuant to the FY 2025 PSU awards granted to our named executive officers in fiscal year 2025 was as follows: for Ms. Hyman, 1,002,993; for Mr. Thacker, 200,598; and for Ms. Tam, 200,598.

Pursuant to the Recapitalization Transactions, all equity awards held by each of the named executive officers that were granted prior to the closing date that had not vested or, if vested, had not been settled as of immediately prior to the closing date, were forfeited in their entirety as a condition to each named executive officer’s receipt of their FY 2025 PSUs and the RSUs granted to our named executive officers in fiscal year 2025.

Retirement Plans. We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we provide matching contributions in the 401(k) plan up to a specified percentage of the employee’s contributions. We do not maintain any defined benefit pension plans or deferred compensation plans for our named executive officers.

Employee Benefits and Perquisites. All of our full-time employees, including our current named executive officers, are eligible to participate in our health and welfare plans, including:

No tax gross-ups. We generally do not provide tax gross-ups to our named executive officers.

The following table presents information regarding outstanding equity awards held by our named executive officers as of January 31, 2026. Our named executive officers hold equity awards with respect to shares of our Class A common stock in the form of RSUs. All equity awards in the table below vest into shares of our Class A common stock unless otherwise noted. There were no option awards held by the named executive officers as of January 31, 2026.

Below are written descriptions of our employment arrangements with each of our named executive officers. Each of our named executive officers’ employment is “at will” and may be terminated at any time.

In connection with the Recapitalization Transactions, we entered into an amended employment agreement with Ms. Hyman amending the terms of her prior employment agreement (as amended, “the CEO Employment Agreement”), pursuant to which Ms. Hyman served as our Co-Founder, Chief Executive Officer and President, the material terms of which are described in this section. The CEO Employment Agreement provided for an initial term ending on January 31, 2030, with successive one-year automatic extensions of the term, provided that neither party provides prior written notice of non-extension of the term.

Pursuant to the CEO Employment Agreement, Ms. Hyman was entitled to an annual base salary ($750,000), was eligible for an annual performance-based cash bonus with a target bonus opportunity (100% of her annual base salary), was eligible to participate in the Company’s retirement and health and welfare plans, and was eligible for reimbursement of certain travel and business expenses. In addition, pursuant to the CEO Employment Agreement, Ms. Hyman was eligible to receive security consulting benefits, including an assessment of Ms. Hyman’s personal security considerations in connection with her position with us and data security consulting benefits and equipment with respect to Ms. Hyman’s use of electronic RTR equipment at Ms. Hyman’s home and while traveling.

Pursuant to the CEO Employment Agreement, if Ms. Hyman’s employment was terminated by the Company without “cause” (as defined in the CEO Employment Agreement) or by Ms. Hyman for “good reason” (as defined in the CEO Employment Agreement), then she would have been eligible for (i) a cash severance payment equal to 1.0 times her annual base salary and target annual bonus (increased to 1.5 times if such employment termination occurs prior to October 28, 2026 or within the 24 month period following a CIC), payable in accordance with the terms of the CEO Employment Agreement; (ii) continued group health coverage for a period

of up to 18 months following termination; and (iii) vesting of all paid amounts under the Amended Transaction Bonus Plan which, as of her employment termination date, are subject to clawback restrictions (with any unpaid amounts being forfeited). The CEO Employment Agreement also provided for a Section 280G “best net” cutback.

On May 12, 2026, Ms. Hyman resigned as Chief Executive Officer and President of the Company, effective as of May 15, 2026. In connection with her resignation, we entered into a separation, advisor and release agreement pursuant to which Ms. Hyman is eligible to receive certain severance payments and benefits, subject to her execution of a release of claims and compliance with restrictive covenants. For a summary of Ms. Hyman’s resignation and the separation, advisor and release agreement, please see the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2026.

We are party to an offer letter with Mr. Thacker pursuant to which Mr. Thacker serves as our Chief Financial Officer (as amended, the “Thacker Offer Letter”). The Thacker Offer Letter provides for an annual base salary (which is currently $550,000), an annual performance-based cash bonus with a target bonus opportunity (which is currently 43% of his annual base salary), and eligibility to participate in the Executive Severance Plan on terms described below.

We are party to an offer letter with Ms. Tam pursuant to which Ms. Tam serves as our Chief Merchant Officer (as amended, the “Tam Offer Letter”). The Tam Offer Letter provides for an annual base salary (which is currently $500,000), an annual performance-based cash bonus with a target bonus opportunity (which is currently 35% of her annual base salary), and eligibility to participate in the Executive Severance Plan on terms described below.

We have adopted an Executive Severance Plan, or the Severance Plan, pursuant to which senior employees (including our named executive officers other than Ms. Hyman) are eligible to participate. Ms. Hyman did not participate in the Severance Plan. The Severance Plan provides for the payment of certain severance and other benefits to participants in the event of a qualifying termination of employment with us, subject to the execution and nonrevocation of a release of claims and compliance with any applicable restrictive covenants.

Under the Severance Plan, in the event of a termination of Mr. Thacker’s employment by us without “cause” or by him for “good reason” (each, as defined in the Severance Plan), he will be eligible to receive the following benefits:

Under the Severance Plan, in the event of a termination of Ms. Tam’s employment by us without “cause” or by her for “good reason” (each as defined in the Severance Plan), she will be eligible to receive the following benefits:

In the event of a termination of Mr. Thacker or Ms. Tam’s employment by us without “cause” or by Mr. Thacker or Ms. Tam for “good reason” during the period beginning three months before and ending on the 12-month anniversary of a “change in control” (as defined in the Severance Plan), each will be eligible to receive the following benefits:

Pursuant to the terms of the PSU award agreement, in the event of a termination of employment by without “cause” or a resignation for “modified good reason” (as defined in the PSU award agreement) on or after February 1, 2027, a pro-rated portion of the target number of PSUs multiplied by the applicable earned PSU percentage for such performance period for during which a termination of employment occurs shall vest.

Pursuant to the terms of the RSU award agreement, in the event of a termination of employment without “cause” during the 18-month period commencing on either the Closing of the Recapitalization Transactions or the date of a Change in Control that occurs after the Closing of the Recapitalization Transactions, the number of RSUs that would have otherwise vested on the first vesting date following the termination of employment shall vest.

The following table provides information as of January 31, 2026, with respect to the shares of the Company’s common stock that may be issued under the Company’s existing compensation plans.

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this proxy statement, below we describe transactions since February 1, 2025 and each currently proposed transaction, in which:

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable in arm’s-length transactions.

For a description of our Investor Rights Agreement, see “The Board and Corporate Governance – Investor Rights Agreement” above.

Our SVP, Customer Experience is a sibling of Jennifer Y. Hyman, our Co-Founder and former Chief Executive Officer and President. On July 1, 2025, this employee received a salary increase to $375,000 from $341,000. The employee received a cash incentive bonus payment of $35,257 based upon the achievement of certain company performance metrics in fiscal year 2025. The employee also participated in the fiscal year 2025 special cash retention program, pursuant to the same terms and conditions as other participants, and received $163,530.82 in total payments under the program. In December 2025, the employee received a grant of 106,317 RSUs, and a grant of 106,317 PSUs (assuming target performance) based upon the achievement of certain company metrics, with each grant being on the same terms and conditions as grants to other eligible employees. The employee is also eligible to receive an incentive cash bonus for fiscal year 2026 based upon the achievement of certain company metrics and is a party to an indemnification agreement with the Company on the same terms and conditions as other officers.

A former member of our marketing team is the child of Daniel Rosensweig, a member of the Board of Directors. This employee joined RTR in February 2025 and resigned on January 16, 2026. The employee’s salary was $190,000 during their tenure. The employee has also received a grant of 500 RSUs, and was eligible to receive an incentive cash bonus for fiscal year 2025 based upon the achievement of certain company metrics, however, such bonus eligibility was forfeited upon her resignation.

The compensation described above is based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions that were not related to our executive officers.

Our Audit Committee has the primary responsibility for the review, approval, and oversight of “related person transactions,” as defined under the rules and regulations of the Securities Exchange Act of 1934, as amended. The Audit Committee has adopted a written related person transaction policy (the “Related Person Transaction Policy”), which requires that any related person transaction (as defined in the policy) must be presented to our