Rent the Runway Updates Certificate of Incorporation and Bylaws

What Happened

• Rent the Runway, Inc. announced that, following stockholder approval at its 2026 Annual Meeting, it filed the Thirteenth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which became effective upon filing.
• On August 11, 2026, the company's Board of Directors approved conforming amendments to the Third Amended & Restated Bylaws, effective immediately. The updated bylaws are attached to the filing as Exhibit 3.1.

Key Details

• Stockholder approval: changes were approved at the 2026 Annual Meeting of Stockholders.
• Filing: Thirteenth Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State and became effective upon filing.
• Board action date: conforming bylaw amendments approved by the Board on August 11, 2026, and effective immediately.
• Scope of conforming amendments: align bylaws with the amended certificate on (i) stockholders’ rights to call special meetings, (ii) stockholder actions by written consent, (iii) Board quorum requirements, (iv) director and officer indemnification rights, and (v) the process to amend the bylaws.

Why It Matters

• These are governance-level changes that affect shareholder rights and corporate procedures—specifically how and when stockholders can call special meetings or act by written consent, and how the Board meets quorum and handles indemnification.
• For investors, the practical impact depends on the specific language in the new certificate and bylaws; the company has provided the Third Amended & Restated Bylaws (Exhibit 3.1) for review.
• No financial results, officer changes, or other operational items were reported in this filing.