Rent the Runway, Inc. 8-K

What Happened
Rent the Runway, Inc. announced that Founder and CEO Jennifer Hyman resigned as CEO, President and as a director effective May 15, 2026 (separation announced May 12, 2026). The company entered into a Separation, Advisor and Release Agreement with Hyman: she will provide advisory services as an independent contractor through January 31, 2027, and receive a monthly advisory fee of $62,500 (pro‑rated). The company also appointed board member Teri Bariquit as interim Chief Executive Officer and President effective on the separation date.

Key Details

• Jennifer Hyman resignation effective May 15, 2026; not the result of any disagreement with the company.
• Advisory arrangement for Hyman: $62,500/month through Jan 31, 2027 (pro‑rated); certain unpaid advisory fees and remaining RSUs accelerate if terminated without cause or upon a change in control.
• Payments and equity treatment for Hyman (subject to release and restrictive covenants): $1,587,500 “Closing Payment” (previously paid Oct 28, 2025) will vest and not be clawed back; 103,047 restricted stock units accelerate and vest as of the separation date; retained RSUs with aggregate value $375,000 remain eligible to vest Jan 31, 2027 if she remains in service.
• Other benefits: subsidized continuation of medical/dental/vision coverage from June 1, 2026 through Nov 30, 2027 (or until eligible for new employer coverage); lifetime Rent the Runway subscription.
• Side Letter: Hyman and affiliates agreed to terminate rights under the August 20, 2025 Investor Rights Agreement, including rights to designate a director and board observer.
• Interim CEO Teri Bariquit (board member since Oct 2025; former Nordstrom executive) will be paid $50,000/month (pro‑rated), eligible for up to $125,000 annual bonus, considered for a performance stock unit award of up to 100,000 shares (performance & service conditions), and will receive expense reimbursement. After her interim service ends, Bariquit may provide consulting at $10,000/month under a separate statement of work.

Why It Matters
A founder CEO transition is a material leadership change that can affect strategy, operations and investor confidence. The filing clarifies Hyman will remain involved as a paid advisor through Jan 2027 and receives accelerated vesting on material equity awards, which can affect potential share dilution and executive incentive alignment. The termination of Hyman’s investor‑rights (including director/observer designations) reduces her formal governance influence. Investors should watch updates on the permanent CEO search, potential impacts on execution and any future disclosures about governance or compensation tied to the leadership transition.