Rent the Runway Inc. – Material Contracts Watch

from 10-Q 11 pages Rent the Runway, Inc.​ Second Amended and Restated 2021 Incentive Award Plan​ Notice of Performance Stock Unit Award You Have Been Granted Performance Stock Units (“Psus”) Representing Shares of Common Stock of Rent the Runway, Inc. (The “Company”) on the Following Terms: Name of Participant: Number of Psus Granted: Date of Grant: Effective Date: Vesting Schedule: The Psus Shall Vest Upon Your Satisfaction of Both the Performance-Based Vesting Requirement and the Time-Based Vesting Requirement (Each, as Defined and More Fully Described in the Psu Agreement) These Psus Are Granted Under and Governed by the Terms and Conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (The “Plan”) and the Psu Agreement, Both of Which Are Incorporated Into This Document. You Agree That You Have Reviewed the Plan, This Notice of Psu Award and the Psu Agreement, You Have Had an Opportunity to Obtain the Advice of Counsel Prior to Executing This Notice of Psu Award and That You Understand the Terms of the Plan, This Notice of Psu Award and the Psu Agreement. You Agree to Accept Electronically All Documents Relating to the Plan or This Psu Award. You Further Agree to Comply With the Company’s Insider Trading Policy in Effect From Time to Time When Selling Shares of the Company’s Common Stock. by Acknowledging and Accepting This Notice, the Psu Agreement and the Plan, You Agree to the Terms and Conditions Described in These Documents ​

from 8-K 1 page Statement of Work

from 8-K 2 pages Statement of Work

from 8-K 2 pages In Consideration of the Promises and Mutual Covenants Herein and for Other Good and Valuable Consideration, Including the Consideration Set Forth in the Separation Agreement, the Receipt and Sufficiency of Which Are Hereby Acknowledged by the Parties Hereto, the Parties Agree as Follows

from 8-K 18 pages Separation, Advisor and Release Agreement

from 10-K 2 pages One-Time Bonus Statement Sarah: You Will Receive a One-Time Cash Bonus (The “Bonus”). the Bonus Is Granted Under the Rent the Runway, Inc. (The “Company”) Second Amended and Restated 2021 Incentive Award Plan, as Amended (The “Plan”), and Is Subject to the Terms of the Plan and the Following Terms and Conditions: 1.​ Bonus Amount: $30,000 2.​ Payment Date: On or About March 30, 2026 3.​ Taxes: The Bonus Is Subject to All Applicable Withholding Taxes on the Payment Date. 4.​ Vesting Date: The Bonus Will Vest and No Longer Be Subject to Repayment on March 30, 2027, Subject to (I) Your Continued Employment With the Company Through March 30, 2027 and (II) Section 5, Below. 5.​ Termination of Employment: If Your Employment With the Company Terminates Before March 30, 2027 Because You Resign for Any Reason or Are Terminated by the Company for Cause (As Defined in the Company’s Amended and Restated Executive Severance Plan), You Will Be Required to Repay Your Bonus on a Net After-Tax Basis Within 15 Days of Your Resignation or Termination Date. Acknowledged and Agreed: /S/ Sarah Tam​ ​ Sarah Tam March 23, 2026​​ ​ Date ​

from 10-K 2 pages One-Time Bonus Statement Sid: You Will Receive a One-Time Cash Bonus (The “Bonus”). the Bonus Is Granted Under the Rent the Runway, Inc. (The “Company”) Second Amended and Restated 2021 Incentive Award Plan, as Amended (The “Plan”), and Is Subject to the Terms of the Plan and the Following Terms and Conditions: 1.​ Bonus Amount: $90,000 2.​ Payment Date: On or About March 30, 2026 3.​ Taxes: The Bonus Is Subject to All Applicable Withholding Taxes on the Payment Date. 4.​ Vesting Date: The Bonus Will Vest and No Longer Be Subject to Repayment on March 30, 2027, Subject to (I) Your Continued Employment With the Company Through March 30, 2027 and (II) Section 5, Below. 5.​ Termination of Employment: If Your Employment With the Company Terminates Before March 30, 2027 Because You Resign for Any Reason or Are Terminated by the Company for Cause (As Defined in the Company’s Amended and Restated Executive Severance Plan), You Will Be Required to Repay Your Bonus on a Net After-Tax Basis Within 15 Days of Your Resignation or Termination Date. Acknowledged and Agreed: /S/ Sid Thacker​ ​ ​ Sid Thacker March 20, 2026​​ ​ Date ​

from 10-K 2 pages Rent the Runway, Inc.​ Amendment to Second Amended and Restated 2021 Incentive Award Plan​ Performance Stock Unit Agreement Effective March 20, 2026 Your Performance Stock Unit Agreement Dated December 16, 2025 Is Hereby Amended To: 1.​ Add the Following to the Section Titled “Forfeiture” Immediately Following the First Sentence of the Second Paragraph Thereof: Further, in the Event of Your Termination of Service Due to Your Resignation Without Good Reason at Any Time Prior to the Vesting Date, Then 25% of Any Psus Which Are Earned Psus as of the Date of Your Termination of Service Shall, as of the Date of Your Termination of Service, Be Deemed Vested Psus. 2.​ Delete the Section Titled Section 409a. ​

from 10-K 11 pages Execution Version Rent the Runway, Inc.​ Second Amended and Restated 2021 Incentive Award Plan​ Notice of Performance Stock Unit Award You Have Been Granted Performance Stock Units (“Psus”) Representing Shares of Common Stock of Rent the Runway, Inc. (The “Company”) on the Following Terms: Name of Participant: Dhiren Fonseca Number of Psus Granted: 2,005,988 Date of Grant: February 27, 2026 Effective Date: Vesting Schedule: October 28, 2025 the Psus Shall Vest Upon Your Satisfaction of Both the Performance-Based Vesting Requirement and the Time-Based Vesting Requirement (Each, as Defined and More Fully Described in the Psu Agreement) These Psus Are Granted Under and Governed by the Terms and Conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (The “Plan”) and the Psu Agreement, Both of Which Are Incorporated Into This Document. You Agree That You Have Reviewed the Plan, This Notice of Psu Award and the Psu Agreement, You Have Had an Opportunity to Obtain the Advice of Counsel Prior to Executing This Notice of Psu Award and That You Understand the Terms of the Plan, This Notice of Psu Award and the Psu Agreement. You Agree to Accept Electronically All Documents Relating to the Plan or This Psu Award. You Further Agree to Comply With the Company’s Insider Trading Policy in Effect From Time to Time When Selling Shares of the Company’s Common Stock. by Acknowledging and Accepting This Notice, the Psu Agreement and the Plan, You Agree to the Terms and Conditions Described in These Documents ​

from 10-K 26 pages Material contract

from 10-K 5 pages Material contract

from 10-K 7 pages Final Form Rent the Runway, Inc.​ Second Amended and Restated 2021 Incentive Award Plan​ Notice of Restricted Stock Unit Award You Have Been Granted Restricted Stock Units Representing Shares of Common Stock of Rent the Runway, Inc. (The “Company”) on the Following Terms: Name of Participant: [•] Total Number of Restricted Stock Units Granted: [•] Date of Grant: December 16, 2025 Vesting Schedule: 25% of the Total Number of Restricted Stock Units Granted Will Vest on the First Anniversary of the Date of Grant, With the Remaining 75% of the Total Number of Restricted Stock Units Granted Vesting in Equal Installments on a Quarterly Basis Following the First Anniversary of the Date of Grant Through the Fourth Anniversary of the Date of Grant, in Each Case, Subject to Your Continued Employment Through Each Applicable Vesting Date (Except as Otherwise Set Forth in the Restricted Stock Unit Agreement) These Restricted Stock Units Are Granted Under and Governed by the Terms and Conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (The “Plan”) and the Restricted Stock Unit Agreement, Both of Which Are Incorporated Into This Document. You Agree That You Have Reviewed the Plan, This Notice of Restricted Stock Unit Award and the Restricted Stock Unit Agreement, You Have Had an Opportunity to Obtain the Advice of Counsel Prior to Executing This Notice of Restricted Stock Unit Grant, and That You Understand the Terms of the Plan, This Notice of Restricted Stock Unit Grant, and the Restricted Stock Unit Agreement. You Agree to Accept Electronically All Documents Relating to the Plan or This Restricted Stock Unit Award. You Further Agree to Comply With the Company’s Insider Trading Policy in Effect From Time to Time When Selling Shares of the Company’s Common Stock. by Acknowledging and Accepting This Notice, the Restricted Stock Unit Agreement and the Plan, You Agree to the Terms and Conditions Described in These Documents ​

from 10-K 12 pages Final Form Rent the Runway, Inc.​ Second Amended and Restated 2021 Incentive Award Plan​ Notice of Performance Stock Unit Award You Have Been Granted Performance Stock Units (“Psus”) Representing Shares of Common Stock of Rent the Runway, Inc. (The “Company”) on the Following Terms: Name of Participant: [•] Target Number of Psus: [•] Date of Grant: December 16, 2025 Performance Periods: The “First Performance Period” Shall Comprise the Company’s 2027 Fiscal Year; the “Second Performance Period” Shall Comprise the Company’s 2028 Fiscal Year; and the “Third Performance Period” Shall Comprise the Company’s 2029 Fiscal Year (Each, a “Performance Period”) Vesting Schedule: The Psus Shall Vest Upon Your Satisfaction of Both the Performance-Based Vesting Requirements and the Time-Based Vesting Requirements (Each, as Defined and More Fully Described in the Psu Agreement) These Psus Are Granted Under and Governed by the Terms and Conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (The “Plan”) and the Psu Agreement, Both of Which Are Incorporated Into This Document. You Agree That You Have Reviewed the Plan, This Notice of Psu Award and the Psu Agreement, You Have Had an Opportunity to Obtain the Advice of Counsel Prior to Executing This Notice of Psu Award and That You Understand the Terms of the Plan, This Notice of Psu Award and the Psu Agreement. You Agree to Accept Electronically All Documents Relating to the Plan or This Psu Award. You Further Agree to Comply With the Company’s Insider Trading Policy in Effect From Time to Time When Selling Shares of the Company’s Common Stock. by Acknowledging and Accepting This Notice, the Psu Agreement and the Plan, You Agree to the Terms and Conditions Described in These Documents ​

from 10-K 7 pages Final Form Rent the Runway, Inc.​ Second Amended and Restated 2021 Incentive Award Plan​ Notice of Restricted Stock Unit Award You Have Been Granted Restricted Stock Units Representing Shares of Common Stock of Rent the Runway, Inc. (The “Company”) on the Following Terms: Name of Participant: Jennifer Hyman Total Number of Restricted Stock Units Granted: 1,002,993 Date of Grant: December 16, 2025 Vesting Schedule: 25% of the Total Number of Restricted Stock Units Granted Will Vest on the First Anniversary of the Date of Grant, With the Remaining 75% of the Total Number of Restricted Stock Units Granted Vesting in Equal Installments on a Quarterly Basis Following the First Anniversary of the Date of Grant Through the Fourth Anniversary of the Date of Grant, in Each Case, Subject to Your Continued Employment Through Each Applicable Vesting Date (Except as Otherwise Set Forth in the Restricted Stock Unit Agreement) These Restricted Stock Units Are Granted Under and Governed by the Terms and Conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (The “Plan”) and the Restricted Stock Unit Agreement, Both of Which Are Incorporated Into This Document. You Agree That You Have Reviewed the Plan, This Notice of Restricted Stock Unit Award and the Restricted Stock Unit Agreement, You Have Had an Opportunity to Obtain the Advice of Counsel Prior to Executing This Notice of Restricted Stock Unit Grant, and That You Understand the Terms of the Plan, This Notice of Restricted Stock Unit Grant, and the Restricted Stock Unit Agreement. You Agree to Accept Electronically All Documents Relating to the Plan or This Restricted Stock Unit Award. You Further Agree to Comply With the Company’s Insider Trading Policy in Effect From Time to Time When Selling Shares of the Company’s Common Stock. by Acknowledging and Accepting This Notice, the Restricted Stock Unit Agreement and the Plan, You Agree to the Terms and Conditions Described in These Documents ​

from 10-K 13 pages Final Form Rent the Runway, Inc.​ Second Amended and Restated 2021 Incentive Award Plan​ Notice of Performance Stock Unit Award You Have Been Granted Performance Stock Units (“Psus”) Representing Shares of Common Stock of Rent the Runway, Inc. (The “Company”) on the Following Terms: Name of Participant: Jennifer Hyman Target Number of Psus: 1,002,993 Date of Grant: December 16, 2025 Performance Periods: The “First Performance Period” Shall Comprise the Company’s 2027 Fiscal Year; the “Second Performance Period” Shall Comprise the Company’s 2028 Fiscal Year; and the “Third Performance Period” Shall Comprise the Company’s 2029 Fiscal Year (Each, a “Performance Period”) Vesting Schedule: The Psus Shall Vest Upon Your Satisfaction of Both the Performance-Based Vesting Requirements and the Time-Based Vesting Requirements (Each, as Defined and More Fully Described in the Psu Agreement) These Psus Are Granted Under and Governed by the Terms and Conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (The “Plan”) and the Psu Agreement, Both of Which Are Incorporated Into This Document. You Agree That You Have Reviewed the Plan, This Notice of Psu Award and the Psu Agreement, You Have Had an Opportunity to Obtain the Advice of Counsel Prior to Executing This Notice of Psu Award and That You Understand the Terms of the Plan, This Notice of Psu Award and the Psu Agreement. You Agree to Accept Electronically All Documents Relating to the Plan or This Psu Award. You Further Agree to Comply With the Company’s Insider Trading Policy in Effect From Time to Time When Selling Shares of the Company’s Common Stock. by Acknowledging and Accepting This Notice, the Psu Agreement and the Plan, You Agree to the Terms and Conditions Described in These Documents ​

from 10-K 7 pages Material contract

from 10-K 3 pages Material contract

from 8-K 114 pages Material contract

from 10-Q 5 pages Material contract

from S-1/A 7 pages Ms. Jennifer Y. Hyman Re: Amendment to Amended and Restated Employment Agreement Relating to Potential Transaction Dear Jenn