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:

 

10 Jay Street

Brooklyn, NY 11201

 

September 29, 2025

To our stockholders:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Rent the Runway, Inc. (“Rent the Runway,” “RTR,” the “Company,” “us” or “we”) to be held on October 21, 2025 at 8:30 a.m., Eastern Time. The Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast.

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

Your vote “FOR” the matters to be presented at the Special Meeting is very important. Whether you plan to participate in the Special Meeting or not, please be sure to vote. Voting instructions can be found on page 3 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,

 

Jennifer Hyman

Co-Founder, Chair, CEO & President

Rent the Runway, Inc.

Date: October 21, 2025

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

Place: www.virtualshareholdermeeting.com/RENT2025SM

Record Date: September 23, 2025

Meeting Agenda:

We are holding the Special Meeting in connection with our entry into an exchange agreement, dated as of August 20, 2025 (as it may be amended from time to time in accordance with its terms, the “Exchange Agreement”), between us and CHS US Investments LLC (the “Lender”), to enhance our financial position and financial flexibility by significantly reducing our existing indebtedness, improving the interest rate on our borrowings and extending the maturity of our remaining indebtedness.

Pursuant to the Exchange Agreement, we agreed to enter into an amended and restated credit agreement (the “New Credit Agreement”) with CHS (US) Management LLC, our Lender, Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with Nexus and our Lender, the “Investor Group”), and Lender agreed to convert all of the indebtedness under our Existing Credit Agreement (as defined in the accompanying Proxy Statement) in excess of $100.0 million into shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”), in an aggregate amount equal to 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (as defined in the accompanying Proxy Statement) and our existing stockholders will own the remaining 14% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (in each case, after giving effect to the Conversions (as defined in the accompanying Proxy Statement) but before giving effect to the Rights Offering (as defined below) and the increased share reserve under the Amended Plan (as defined in the accompanying Proxy Statement)) (the “Term Loan Conversion”). We also (i) agreed to prepare and file with the Securities and Exchange Commission a registration statement on Form S-1 in connection with a $12,500,000 rights offering (the “Rights Offering”), and (ii) entered into a rights offering backstop agreement, dated as of August 20, 2025 (as it may be amended from time to time in accordance with its terms, the “Rights Offering Backstop Agreement”), with the Investor Group. Under the Rights Offering Backstop Agreement, the Investor Group agreed to purchase all unsubscribed shares of the Class A Common Stock to be issued in connection with the Rights Offering at a price of $4.08 per share. If our stockholders do not approve the Required Proposals (as defined below) in connection with these transactions, the Exchange Agreement will be terminated in accordance with its terms, we will not be able to enter into the New Credit Agreement, and we may default under our Existing Credit Agreement.

The Special Meeting will be held to approve:

The Term Loan Conversion Proposal, the Backstop Proposal and the Plan Amendment Proposal are collectively referred to herein as the “Required Proposals.” The transactions contemplated by the Exchange Agreement are conditioned upon the approval by our stockholders of each of the Required Proposals. If any one of the Required Proposals fails to receive the approval of our stockholders at the Special Meeting, the recapitalization transactions contemplated by the Exchange Agreement will not be consummated. While the Board recommends that stockholders vote “FOR” the Charter Amendment Proposal and the Adjournment Proposal, approval of the Charter Amendment Proposal or the Adjournment Proposal by our stockholders is not a condition of the transactions contemplated by the Exchange Agreement.

Holders of record of our outstanding shares of capital stock, composed of Class A Common Stock and Class B common stock, par value $0.001 per share, at the close of business on September 23, 2025, are entitled to notice of and to vote at the Special Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Special Meeting for a purpose relevant to the meeting by sending an email to investors@renttherunway.com, 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 Special 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 broker, bank, trustee or nominee. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.

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

 

 

Cara Schembri

Chief Legal & Administrative Officer

September 29, 2025

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on October 21, 2025: The Proxy Statement is 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, par value $0.001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). We have made rounding adjustments to some of the figures included in this proxy statement. Accordingly, numerical figures shown as totals in this proxy statement may not be an arithmetic aggregation of their respective parts. All references in this Proxy Statement to the amount of indebtedness outstanding under the Existing Credit Agreement and the corresponding amount of such indebtedness that will be exchanged pursuant to the Recapitalization Transactions are stated as of July 31, 2025 for illustrative purposes. The actual amount of indebtedness that will be exchanged at the closing of the Recapitalization Transactions will be higher as a result of interest that accrues under the Existing Credit Agreement during the period between July 31, 2025 and the closing date of the Recapitalization Transactions.

This Proxy Statement will be released on or about September 29, 2025 to our stockholders on the Record Date (as defined below). On the same date, we will mail to our stockholders a copy of this Proxy Statement and a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to vote online. Instructions regarding how to vote are also included in the proxy card in the printed copy of the materials delivered by mail.

Meeting Date: October 21, 2025

Record Date: September 23, 2025

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

Virtual Meeting Only: www.virtualshareholdermeeting.com/RENT2025SM

Agenda:

We are sending you this Proxy Statement because the Board of Directors of Rent the Runway (the “Board”) is inviting you to vote (by soliciting your proxy) at our Special Meeting of Stockholders (the “Special Meeting”) on October 21, 2025 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 September 23, 2025 (the “Record Date”) and their proxy holders are entitled to attend and vote at the Special Meeting. There were approximately 3,964,092 shares of Class A Common Stock and 155,699 shares of Class B Common Stock outstanding on the Record Date and entitled to vote.

The Special Meeting webcast will begin promptly at 8:30 a.m., Eastern Time, and will be accessible at www.virtualshareholdermeeting.com/RENT2025SM. 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 and each share of our Class B Common Stock has twenty votes per share.

Our Common Stock will vote together as a single class on the Required Proposals and the Adjournment Proposal. The Charter Amendment Proposal will require the affirmative vote of both (i) a majority of the outstanding shares of Class B Common Stock voting separately as a class, and (ii) two-thirds of the outstanding Common Stock, voting as a single class.

If, on the Record Date, 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 Special Meeting electronically.

If, on the Record Date, your shares were held in street name through a broker, bank, trustee or nominee, you will receive instructions on how to vote from such broker, bank, trustee or 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 or nominees.

We entered into an exchange agreement, dated as of August 20, 2025 (as it may be amended from time to time in accordance with its terms, the “Exchange Agreement”), by and between us and CHS US Investments LLC (the “Lender”), the lender under our credit agreement, dated as of July 23, 2018, by and among the Company, as borrower, Lender, as a lender, and CHS (US) Management LLC (as successor-in-interest to Double Helix Pte Ltd.), as administrative agent (“Agent”) (as amended, amended and restated, supplemented, revised or otherwise modified to date, the “Existing Credit Agreement”), and certain other transaction agreements with affiliates of Lender, Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with Nexus and Lender, the “Investor Group”) in connection with our proposed recapitalization transactions (the “Recapitalization Transactions”) to enhance our financial position and financial flexibility by significantly reducing our existing indebtedness, improving the interest rate on our borrowings and extending the maturity of our remaining indebtedness.

The Board, acting upon the unanimous recommendation of the finance committee of the Board, which is comprised of disinterested and independent directors (the “Finance Committee”), has determined that it is in the best interests of the Company and its stockholders to consummate the Recapitalization Transactions.

The Recapitalization Transactions include, among other matters:

Faced with the approaching maturity date under the Existing Credit Agreement and significant uncertainty as to whether we could continue to meet the minimum liquidity covenant under the Existing Credit Agreement, for the past two years we have been working diligently with multiple advisors to pursue strategic alternatives, including, among other things: a sale of the Company, a refinancing or restructuring of the Existing Credit Agreement and equity capital raises. During this two-year time period, with the assistance of a financial advisor, we canvassed the market and held discussions with numerous financial sponsors and strategic acquirers. Despite engaging in many discussions with these third parties, none of these financial sponsors or strategic acquirers was willing to proceed beyond having preliminary discussions on strategic alternatives. As a result of the lack of interest by third parties in any of these strategic alternatives, it was the considered view of the Finance Committee and the Board that there was substantial concern that we would be unable to effectively run our business unless the Existing Credit Agreement could be amended or restructured.

The Recapitalization Transactions were the only option available that provided us sufficient liquidity to effectively run our business while remaining in compliance with the Existing Credit Agreement.

In considering the recommendation of the Board with respect to the Required Proposals and the Charter Amendment Proposal, you should be aware that our non-employee directors and executive officers may have interests in the Recapitalization Transactions that are different from, or in addition to, the interests of our stockholders generally. The Board was apprised of and considered these interests, among other matters, to the extent such interests existed at the time in evaluating and negotiating the Exchange Agreement and the Recapitalization Transactions, in approving the Exchange Agreement and the Recapitalization Transactions, and in recommending that the Required Proposals and the Charter Amendment Proposal be approved by our stockholders. For a description of the interests of our non-employee directors and executive officers in the Recapitalization Transactions, see “Interests of RTR’s Non-Employee Directors and Executive Officers.”

Assuming that our stockholders approve the Term Loan Conversion Proposal, the Backstop Proposal and the Plan Amendment Proposal (collectively, the “Required Proposals”), the Investor Group will collectively own 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions and our existing stockholders will own the remaining 14% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (in each case, after giving effect to the Conversions, but before giving effect to the Rights Offering and the increased share reserve under the Amended Plan).

If our stockholders do not approve the Required Proposals, the Exchange Agreement will terminate in accordance with its terms and the Recapitalization Transactions would be abandoned. In addition, we would likely not be able to satisfy the minimum liquidity covenant set forth in the Existing Credit Agreement, which would result in an event of default under the Existing Credit Agreement. In such a case, Agent would have the right to accelerate repayment of all obligations under the Existing Credit Agreement, foreclose its liens against substantially all of our assets and take possession and sell any such assets to reduce any such obligations. These events would have a material adverse effect on our business, results of operations and financial position. As a result, we would likely be unable to continue our operations, be unable to avoid filing for bankruptcy protection or have an involuntary bankruptcy case filed against us. The Board, acting upon the unanimous recommendation of the Finance Committee, recommends that you vote “FOR” all of the Required Proposals.

The Recapitalization Transactions are conditioned upon the approval by our stockholders of each of the Required Proposals.

While the approval by our stockholders of the Charter Amendment Proposal and the Adjournment Proposal is not a condition to complete the Recapitalization Transactions, the Board, acting upon the unanimous recommendation of the Finance Committee, recommends that you vote “FOR” the Charter Amendment Proposal and the Adjournment Proposal.

For the Required Proposals, the vote required to approve each of these proposals is the affirmative vote of a majority of the total votes cast. Abstentions and broker non-votes (if any) will have no effect on these proposals.

For the Charter Amendment Proposal, the vote required to approve this proposal is the affirmative vote of the holders of (i) a majority of the outstanding shares of Class B Common Stock voting separately as a class, and (ii) two-thirds of the voting power of all of the outstanding shares of Common Stock entitled to vote thereon, voting as a single class. Abstentions and broker non-votes (if any) will have the same effect as a vote against this proposal.

For the Adjournment Proposal, the vote required is the affirmative vote of a majority of the total votes present and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal, and broker non-votes (if any) will have no effect on the Adjournment Proposal.

In connection with the Exchange Agreement, all of the holders of the Class B Common Stock (the “Proxy Stockholders”) executed and delivered a Conversion Notice and Proxy (collectively, the “Conversion Notices”), pursuant to which each such Proxy Stockholder, among other things, granted to certain officers of the Company, at the request of the Board (which is required to be requested pursuant to the Exchange Agreement), a proxy to vote (or cause to be voted) all shares of Common Stock held by such Proxy Stockholder at the Special Meeting (each proxy, a “Proxy”) in favor of each proposal contained in this Proxy Statement. Each Proxy Stockholder also opted to convert his, her or its respective shares of Class B Common Stock into shares of Class A Common Stock effective immediately prior to (A) the effectiveness of the Thirteenth Amended and Restated Charter, or (B) if the Charter Amendment Proposal is not approved at the Special Meeting, the closing of the Recapitalization Transactions. As a result, we will no longer have any Class B Common Stock outstanding once the Thirteenth Amended and Restated Charter becomes effective or the Recapitalization Transactions close, as applicable. As of the Record Date, our stockholders who delivered Proxies collectively owned (i) approximately 2.2% of the outstanding shares of Class A Common Stock and (ii) 100% of the outstanding shares of Class B Common Stock entitled to vote at the Special Meeting. As of the Record Date, these shares represented approximately 45.2% of the voting power of the outstanding Common Stock.

Yes, LionTree Advisors LLC (“LionTree”) and BTIG, LLC (“BTIG”) each advised the Finance Committee and the Board.

Yes, BTIG provided an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Finance Committee and the Board, to the effect that, as of that date and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth in such opinion, the issuance of the Exchange Stock to Lender by the Company in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (other than any shares of Class A Common Stock held by Lender or its affiliates). The description of BTIG’s fairness opinion is qualified in its entirety by reference to its description in the section entitled “Proposal No. 1—The Term Loan Conversion Proposal—Opinion of BTIG, LLC” and the written opinion of BTIG attached as Exhibit G hereto.

In order to ensure stockholders are afforded the same rights and opportunities to participate in the Special 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 Special Meeting that are pertinent to the matters presented at the Special Meeting. We will not discuss the Company’s business in the Q&A session.

Only stockholders of record as of the Record Date and their proxy holders who have logged in using a 16-digit control number may submit questions or comments.

You will be able to ask questions by joining the virtual Special Meeting at www.virtualshareholdermeeting.com/RENT2025SM and typing your question in the box in the Special 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 Special 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 or comment that is relevant to the Special Meeting 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 the matters presented at the Special Meeting, repetitious of statements already made, or in furtherance of the speaker’s own personal, political, or business interests. Questions will only be addressed in the Q&A portion of the Special Meeting.

If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting at 7:00 a.m., Eastern Time, on October 21, 2025.

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 October 20, 2025. If you prefer to vote by mail, you should complete and return the proxy card as soon as possible, so that it is received no later than the closing of the polls on the date the Special Meeting is held. You will also be able to vote by attending and voting at the virtual Special Meeting on the date that the Special Meeting is held. However, we recommend that you submit your proxy in advance in the event your plans change or you are unable to attend the Special 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 nominee, and you do not instruct your broker, bank, trustee or nominee how to vote your shares, your broker, bank, trustee or nominee may still be able to vote your shares in its discretion. In this regard, brokers, banks, trustees and nominees 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. No proposal is expected to be considered to be “routine” under applicable exchange rules, meaning that your broker may not vote your shares on any proposal in the absence of your voting instructions. See “How many votes are required to approve each proposal?” below for more information. Please instruct your broker, bank, trustee or nominee to ensure that your vote will be counted.

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Abstentions will have no effect on any of the Required Proposals, but will be counted as a vote against the Charter Amendment Proposal and the Adjournment Proposal.

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, which are indicated above and with each proposal in this Proxy Statement. We know of no other business that will be presented at the Special Meeting. However, if any other matter is properly presented at the Special 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 Special Meeting on October 21, 2025 by:

 

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

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

A quorum is the minimum number of shares required to be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, electronically or by proxy, of the holders of a majority of the voting power of Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum. If a quorum is not present, we will not be able to conduct any business, and the Special Meeting will be adjourned, or rescheduled, by the chairperson of the meeting for a later date.

Abstentions and broker non-votes (if any) will be counted as present for determining whether or not a quorum is present.

Under the Delaware General Corporation Law, our stockholders will not be entitled to appraisal rights with respect to any proposal for which we are seeking approval.

If available, we may announce preliminary voting results at the Special Meeting, and we will publish final results in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “SEC”) within four business days after the Special Meeting.

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 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 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, Edgewood, New York 11717. If any stockholders in your household would like to receive a separate proxy statement, please send an email to investors@renttherunway.com. We will strive to promptly address your request.

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Proxy Statement that do not relate to matters of historical fact should be considered forward-looking statements. These statements include, but are not limited to, the timing, completion and anticipated benefits of the proposed Recapitalization Transactions and the Rights Offering, future investments in our business, statements regarding our business strategy and objectives, and the impact of the Recapitalization Transactions on our multi-year transformational plan. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements because they contain words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. You should not put undue reliance on any forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements are based on information available at the time those statements are made and are based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management as of that time with respect to future events. These statements are subject to risks and uncertainties, many of which involve factors or circumstances that are beyond our control, that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Proxy Statement may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the completion of the proposed Recapitalization Transactions on anticipated terms, or at all, and the timing of completion; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations and other conditions to the completion of the proposed Recapitalization Transactions, including the possibility that any of the anticipated benefits of the proposed Recapitalization Transactions will not be realized or will not be realized within the expected time period; potential litigation relating to the proposed Recapitalization Transactions that could be instituted against us or our directors and officers; the risk that disruptions from the proposed Recapitalization Transactions will harm our business, including current plans and operations and that management’s time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Recapitalization Transactions; rating agency actions; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed Recapitalization Transactions that could affect our financial performance and operating results; certain restrictions during the pendency of the proposed Recapitalization Transactions that may impact our ability to pursue certain business opportunities or strategic transactions or otherwise operate our business; dilution caused by our issuance of additional shares of Class A Common Stock in connection with the proposed Recapitalization Transactions; the possibility that the Recapitalization Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; our ability to drive future growth or manage our growth effectively; the highly competitive and rapidly changing nature of the global fashion industry; risks related to the macroeconomic environment; changes in global trade policies, tariffs, and other measures that could restrict international trade; our ability to cost-effectively grow our customer base; any failure to attract or retain customers; our ability to accurately forecast customer demand, acquire and manage our offerings effectively and plan for future expenses; risks arising from the restructuring of our operations; our reliance on the effective operation of proprietary technology systems and software as well as those of third-party vendors and service providers; risks related to shipping, logistics and our supply chain; our ability to remediate our material weaknesses in our internal control over financial reporting; laws and regulations applicable to our business; our reliance on the experience and expertise of our senior management and other key personnel; our ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights; compliance with data privacy, data security, data protection and consumer protection laws and industry standards; risks associated with our brand and manufacturing partners; our reliance on third parties to provide

payment processing infrastructure underlying our business; our dependence on online sources to attract consumers and promote our business which may be affected by third-party interference or cause our customer acquisition costs to rise; failure by us, our brand partners, or third-party manufacturers to comply with our vendor code of conduct or other laws; risks related to our debt, including our ability to comply with covenants in our credit facility; risks related to our Class A Common Stock and ownership structure; and risks related to future pandemics or public health crises.

Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from the Company’s expectations is included in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, and in the section entitled “Risk Factors” herein and in our other periodic reports filed with the SEC. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Any prospective financial information included in this document has been prepared by, and is the responsibility of, the Company's management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in the Company’s previously issued financial statements does not extend to the prospective financial information and should not be read to do so.

This prospective financial information was not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information.

You should carefully consider the following risk factors, together with other risk factors disclosed in the Company’s SEC filings, the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, and all of the other information included in this Proxy Statement before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this Proxy Statement. These risks could have a material adverse effect on the business, financial condition and results of operations of the Company.

We have incurred a substantial amount of indebtedness to fund our operations, which requires significant interest payments. As of July 31, 2025, we had $323.1 million (which excludes our unamortized debt premium and includes accrued but unpaid cash interest) in outstanding indebtedness under our Existing Credit Agreement that will mature in October 2026. We do not expect that our business will generate sufficient cash flow from operations to repay our indebtedness upon maturity or make other scheduled payments. Further, we are required to comply with various covenants under our Existing Credit Agreement, which we have amended from time to time with the cooperation of Lender to ensure our continued compliance with such covenants. Any failure to repay our indebtedness, make scheduled payments or comply with the covenants under our Existing Credit Agreement would constitute an event of default.

We entered into the Exchange Agreement 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. If our stockholders fail to approve the Required Proposals to consummate the Recapitalization Transactions, we will not be able to enter into the New Credit Agreement, our ability to continue as a going concern will be impaired, and we may default under our Existing Credit Agreement. A default would allow the Agent to accelerate repayment of all obligations under the Existing Credit Agreement and foreclose its liens against substantially all of our assets and take possession and sell such assets to reduce any such obligations. As a result, a default would have a material adverse effect on our business, financial condition and results of operations and our ability to operate as a going concern, and we would likely be unable to avoid filing for bankruptcy protection or have an involuntary bankruptcy case filed against us. Further, if the Recapitalization Transactions are not completed, our currently outstanding debt obligations will mature on October 29, 2026, and as of October 29, 2025, these outstanding debt obligations would be classified as a current liability and we may be unable to continue as a going concern, which could have a material adverse effect on our business, financial condition and results of operations.

Pursuant to the Exchange Agreement, Lender would (a) exchange $100.0 million of existing outstanding indebtedness owing by the Company to Lender under the Existing Credit Agreement on a dollar-for-dollar and cashless basis for new term loans under the New Credit Agreement and (b) contribute the Equity Exchange Obligations to the Company in exchange for newly issued shares of Class A Common Stock, equal to 86% of the number of shares of our total outstanding common stock as of the closing of the Recapitalization Transactions and our existing stockholders will own the remaining 14% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (in each case, after giving effect to the Conversions, but before giving effect to the Rights Offering and the share reserve under the Amended Plan). Therefore, if our stockholders vote to approve the Required Proposals, they will experience immediate and substantial dilution upon the consummation of the Recapitalization Transactions.

Additionally, under the Exchange Agreement, we agreed to prepare and file with the SEC a registration statement on Form S-1 in connection with a $12.5 million rights offering and entered into the Rights Offering Backstop

Agreement, which permits the Investor Group to purchase all unsubscribed shares of the Class A Common Stock to be issued in connection with the Rights Offering at a price of $4.08 per share. If the Required Proposals are approved, we will issue all of the unsubscribed shares of Class A Common Stock offered in the Rights Offering to the Investor Group, and our stockholders could experience further significant and immediate dilution. In the event the Recapitalization Transactions close, as a result of Lender’s substantial ownership of our capital stock, Lender may be able to control matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our Company or our assets. This concentration of ownership may limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to you or that may not be aligned with your interests. This control may adversely affect the market price of our Common Stock.

If the Recapitalization Transactions are consummated, Lender may control a majority of the voting power of our Common Stock, and in the future, Lender, potentially with other parties, may together control a majority of the voting power of our Common Stock, and in that circumstance, we would qualify as a controlled company within the meaning of the listing rules of the Nasdaq Global Market. Although there currently is not an intention to take advantage of this exemption, if we are in a position to do so in the future, and elect to do so, we would not be required to have a majority of our directors be independent, nor would we be required to have a compensation committee or an independent board nominating function. As a result, if the Recapitalization Transactions are consummated, we could then have the ability to elect in the future not to have a majority of our directors be independent or not to have a compensation committee or nominating and corporate governance committee comprised of independent directors. If that were to occur, stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies. Therefore, if we were to elect to become a controlled company, our Class A Common Stock may be less attractive to some investors or such status may otherwise adversely affect our stock price.

If the Required Proposals are approved, we will enter into the New Credit Agreement upon the consummation of the Recapitalization Transactions. The New Credit Agreement will amend and restate the Existing Credit Agreement and contain negative covenants that limit our ability to, among other things, incur additional indebtedness, pay dividends, redeem stock or make other distributions, amend our material agreements, make investments, incur liens, make negative pledges, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, and enter into certain transactions with affiliates. Our obligation to comply with such covenants could decrease our operating flexibility and our ability to achieve our operating objectives, which could have an adverse effect on our business, financial condition and results of operations. 

Further, in the past we have sought waivers and/or concessions from Lender to ensure our continued compliance with certain covenants under our Existing Credit Agreement, and we may in the future be unable to comply with the covenants under the New Credit Agreement. If we were unable to comply with our covenants and successfully negotiate with the Investor Group for a waiver or modification of such covenants under the New Credit Agreement, Agent would have the right to accelerate repayment of all outstanding obligations, which would become immediately due and payable, and exercise all other rights and remedies available under the New Credit Agreement. While Lender has previously granted waivers or entered into amendments to the Existing Credit Agreement to avoid certain events of default, there can be no assurance that the Investor Group will be willing to do so in the future. In addition, the rights of the Investor Group under the New Credit Agreement are transferable and assignable, and any transferee may not be willing to grant such waivers or enter into such amendments, or have interests that align with us and our stockholders. Therefore, any failure to comply with our covenants and negotiate with the Investor Group could have a material adverse effect on our business, financial condition and results of operations.

Pursuant to the Exchange Agreement, we agreed to enter into the New Credit Agreement with the Investor Group, and Lender agreed to convert all of the indebtedness under our Existing Credit Agreement in excess of $100.0 million (approximately $223.1 million as of the end of our second fiscal quarter ending July 31, 2025), which excludes our unamortized debt premium and includes accrued but unpaid cash interest, into shares of our Class A Common Stock in an aggregate amount equal to 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (after giving effect to the Conversions, but before giving effect to the Rights Offering and the increased share reserve under the Amended Plan) (the “Term Loan Conversion”). In order to comply with Nasdaq Listing Rule 5635, our stockholders are being asked to approve the issuance of all of the shares of Class A Common Stock issued pursuant to the Term Loan Conversion.

On July 23, 2018, we entered into the Existing Credit Agreement. The Existing Credit Agreement matures on October 29, 2026 (the “Maturity Date”), and contains a financial covenant requiring the Company to maintain at least $30.0 million in qualified cash and cash equivalents (the “Minimum Liquidity Covenant”).

Since 2020, we, Lender and Agent have entered into numerous amendments to the Existing Credit Agreement, including, without limitation, to waive our compliance with the Minimum Liquidity Covenant and certain other covenants set forth in the Existing Credit Agreement. In addition, we obtained substantial cash interest relief through prior amendments, with a portion of interest instead being payable in kind.

Faced with the approaching Maturity Date and significant uncertainty as to whether we could continue to meet the Minimum Liquidity Covenant under the Existing Credit Agreement, we have worked diligently for the past two years with multiple advisors to pursue strategic alternatives, including, among other things: a sale of the Company, a refinancing or restructuring of the Existing Credit Agreement and equity capital raises. During this two-year time period, with the assistance of a financial advisor, we canvassed the market and held discussions with numerous financial sponsors and strategic acquirers. Despite engaging in many discussions with these third parties, none of these financial sponsors or strategic acquirers was willing to proceed beyond having preliminary discussions on strategic alternatives. In light of the unsuccessful efforts over the past two years to identify actionable strategic alternatives, it was the considered view of the Finance Committee and of the Board that no alternative transactions to this Recapitalization Transaction were likely to be available that could have been implemented prior to the Maturity Date, that would have provided long-term relief from the Minimum Liquidity Covenant, or that would have satisfied in full the amounts owed under our Existing Credit Agreement on the Maturity Date. As a result, it was the considered view of the Finance Committee and the Board that there was substantial concern that we would be unable to effectively run our business unless the Existing Credit Agreement could be amended or restructured.

The Recapitalization Transactions were the only option available that could provide us sufficient liquidity to effectively run our business while remaining in compliance with the Existing Credit Agreement. In connection with the Recapitalization Transactions, the Finance Committee and the Board received the advice of LionTree and BTIG. In addition, the Finance Committee and the Board received an opinion from BTIG to the effect that, as of the date of such opinion and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth in such opinion, the issuance of the Exchange Stock to Lender by the Company in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (other than any shares of Class A Common Stock

held by Lender or its affiliates). Taking into account such advice and fairness opinion, the Board, acting upon the unanimous recommendation of the Finance Committee, has determined that it is in the best interests of the Company and its stockholders to consummate the Recapitalization Transactions. The foregoing description of BTIG’s fairness opinion is qualified in its entirety by reference to its description under the caption “Opinion of BTIG, LLC” below and the written opinion of BTIG attached as Exhibit G hereto.

As of July 31, 2025, the total aggregate indebtedness under the Existing Credit Agreement was approximately $323.1 million, which excludes our unamortized debt premium and includes accrued but unpaid cash interest. If we do not receive stockholder approval of the Required Proposals, we (i) would likely be unable to continue our operations and avoid filing for bankruptcy protection and (ii) would likely be at significant risk of an involuntary bankruptcy case being filed against us.

The Exchange Agreement permits us to consider unsolicited alternative proposals that we receive, subject to certain conditions, and to terminate the Exchange Agreement in order to accept a “Superior Proposal” as defined in the Exchange Agreement. We will continue to evaluate strategic alternative proposals received in accordance with the terms and conditions of the Exchange Agreement in order to repay outstanding indebtedness under the Existing Credit Agreement prior to the maturity thereof, including equity capital raises and a sale of the business. There can be no assurances that these efforts will be successful.

This summary highlights selected terms of the Recapitalization Transactions. This summary does not contain all of the information you should consider with respect to the Recapitalization Transactions and is qualified in its entirety by reference to the text of the documents described below, which are attached as exhibits to this Proxy Statement and to our Current Report on Form 8-K, filed with the SEC on August 21, 2025.

Pursuant to the Exchange Agreement, Lender would exchange (a) $100.0 million of existing outstanding indebtedness owing by the Company to Lender under the Existing Credit Agreement on a dollar-for-dollar and cashless basis for new term loans under the New Credit Agreement and (b) contribute the Equity Exchange Obligations to the Company in exchange for newly issued shares of Class A Common Stock, equal to 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (after giving effect to the Conversions, but before giving effect to the Rights Offering and the increased share reserve under the Amended Plan).

Under the Exchange Agreement, the closing of the Recapitalization Transactions is not subject to a financing condition, but is subject to certain customary conditions to closing, including (i) approval of our stockholders of the Required Proposals (the “Company Stockholder Approval”), (ii) absence of any order or injunction prohibiting the consummation of the Recapitalization Transactions, (iii) consummation of the Rights Offering, (iv) substantially simultaneous consummation of the sale transactions contemplated by the Debt and Equity Purchase Agreement (as defined below), (v) entry by us and the Investor Group into the New Credit Agreement and effectiveness thereof, (vi) adoption of amended and restated bylaws of the Company, (vii) subject in certain cases to customary materiality qualifiers, the accuracy of the representations and warranties contained in the Exchange Agreement and compliance with the covenants contained in the Exchange Agreement and (viii) no Company Material Adverse Effect (as defined in the Exchange Agreement) having occurred since the date of the Exchange Agreement that is continuing.

The Exchange Agreement contains customary representations, warranties and covenants, including, among others, covenants by us to conduct our businesses in the ordinary course between the execution of the Exchange Agreement and the closing, not to engage in certain kinds of transactions during such period (including payment of dividends outside of the ordinary course or as otherwise permitted under the Exchange Agreement), to convene and hold a meeting of our stockholders to consider and vote upon the proposals in this Proxy Statement, to seek approval from our stockholders of the Amended and Restated Charter, to conduct the Rights Offering, and, subject to certain customary exceptions, for the Board to recommend that our stockholders approve the issuance of the Exchange Stock pursuant to the Exchange Agreement, and to the extent required by Nasdaq rules, the issuance of shares issuable pursuant to the Rights Offering Backstop Agreement. The Exchange Agreement also contains customary representations, warranties and covenants of our Lender.

The Exchange Agreement contains a customary “no-shop” provision that restricts our ability to, among other things, solicit Takeover Proposals (as defined in the Exchange Agreement) from third parties and to provide non-public information to, and engage in discussions or negotiations with, third parties regarding Takeover Proposals. The “no-shop” provision allows us, under certain circumstances and in compliance with certain obligations set forth in the Exchange Agreement, to provide non-public information to any person and its representatives that has made a bona fide Takeover Proposal that either constitutes, or would reasonably be expected to lead to, a Superior Proposal (as defined in the Exchange Agreement).

The Exchange Agreement contains certain termination rights for both us and Lender. We are required to pay to Lender a fee of $6.0 million if: (i) Lender terminates the Exchange Agreement as a result of an Adverse Recommendation Change (as defined in the Exchange Agreement) by the Board; (ii) we terminate the Exchange Agreement to enter into a definitive agreement for a Superior Proposal; or (iii) a Takeover Proposal has been made

and thereafter (x) the Exchange Agreement is terminated as a result of (I) the Recapitalization Transactions not having been consummated on or before 11:59 p.m., Eastern time, on February 20, 2026 (as such date may be extended pursuant to any written agreement to so extend that is executed by us and Lender), (II) Company Stockholder Approval not having been obtained, (III) our breach of our representations, warranties or covenants in a manner that would cause the related conditions to closing to not be met or (IV) a Proxy Stockholder having rescinded, revoked, withdrawn, repudiated or challenged the validity or effectiveness of their respective conversion notices or Proxy (a “Proxy Revocation”), and (y) within 12 months of such termination we or any of our subsidiaries consummates a specified Takeover Proposal or enter into a definitive agreement providing for a specified Takeover Proposal. We are required to pay to Lender a fee of $2.0 million if Lender terminates the Exchange Agreement as a result of a Proxy Revocation (which would be creditable against the $6.0 million termination fee, if payable). The Exchange Agreement also provides that either party may specifically enforce the other party’s obligations under the Exchange Agreement.

Pursuant to the Exchange Agreement, Lender and the Company are required to take all actions as may be necessary to cause, upon the closing, the Board to consist of seven members, including Ms. Hyman, a director selected by Ms. Hyman and approved by the Investor Majority, a director designated by Nexus, a director designated by STORY3 and three directors designated by the Board and subject to the approval of the Investor Majority.

The description of the terms of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit A.

The New Credit Agreement, when entered into in accordance with the terms of the Exchange Agreement, will amend and restate the Existing Credit Agreement and provide for $120.0 million in aggregate principal amount of term loans comprised of (x) $100.0 million of Exchange Consideration Term Loans and (y) $20.0 million of New Money Term Loans. All such term loans would mature on the fourth anniversary of the closing and bear interest, at our option, at either (i) an agreed reference rate, plus 4.00% or (ii) term SOFR plus 5.00%, in each case per annum. The New Credit Agreement would also modify the Existing Credit Agreement in certain other respects, including by temporarily reducing the Minimum Liquidity Covenant level from $30.0 million to $15.0 million, which reduced minimum liquidity maintenance covenant applies during the period from the closing until February 20, 2027, and will thereafter revert to $30.0 million.

The description of the terms of the New Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of such agreement attached to the Exchange Agreement, which is attached hereto as Exhibit B hereto.

In connection with our entry into the Exchange Agreement, we also entered into a debt and equity purchase agreement (as it may be amended from time to time in accordance with its terms, the “Debt and Equity Purchase Agreement”), by and among us, Agent and the Investor Group. Pursuant to the Debt and Equity Purchase Agreement, subject to the terms and conditions thereof, each of Nexus and STORY3 has agreed to enter into the New Credit Agreement, to provide its share of the New Money Term Loans, and to purchase (i) $15.0 million of the Exchange Consideration Term Loans and (ii) 15% of the Exchange Stock from Lender, in each case, for an aggregate purchase price of $15.0 million immediately following the closing. Consummation of the sale transactions under the Debt and Equity Purchase Agreement is conditioned only on the substantially concurrent closing of the transactions contemplated by the Exchange Agreement.

The description of the terms of the Debt and Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement.

In connection with the Exchange Agreement, we also entered into an investor rights agreement (as it may be amended from time to time in accordance with its terms, the “Investor Rights Agreement”), by and among us, the Investor Group and certain entities affiliated with Ms. Hyman. Pursuant to the Investor Rights Agreement, which takes effect upon the closing of the Recapitalization Transactions, we will be required to prepare and file with the SEC, within 20 days following the closing of the Recapitalization Transactions, a shelf registration statement registering the resale of Class A Common Stock held by Ms. Hyman and the Investor Group, and the Investor Rights Agreement will grant certain demand, piggyback and shelf registration rights to Ms. Hyman and the Investor Group.

The Investor Rights Agreement also provides for certain Board designation rights of the Investor Group and Ms. Hyman following the closing of the Recapitalization Transactions. 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 provides that, so long as Ms. Hyman serves as Chief Executive Officer of the Company, she will be designated as a member of the Board, and, for so long as she continues to own a specified minimum number of shares of Class A Common Stock, Ms. Hyman will 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, each of Ms. Hyman, Nexus and STORY3 would also be entitled to appoint a non-voting Board observer, and Lender would be entitled to appoint two non-voting Board observers; provided, that (i) each of STORY3 and Nexus shall have the right to designate one Board observer in total pursuant to the Investor Rights Agreement and the New Credit Agreement and (ii) Lender shall have the right to designate two Board observers in total pursuant to the Investor Rights Agreement and the New Credit Agreement.

The Investor Rights Agreement also provides for certain information and access rights for Major Investors (as defined in the Investor Rights Agreement).

The description of the terms of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit C.

Pursuant to the Exchange Agreement, all of the Proxy Stockholders executed and delivered Conversion Notices, pursuant to which, among other things, each Proxy Stockholder (i) opted to convert his, her or its respective shares of Class B Common Stock into shares of Class A Common Stock effective immediately prior to (A) the effectiveness of the Thirteenth Amended and Restated Charter, or (B) if the Charter Amendment Proposal is not approved at the Special Meeting, the closing of the Recapitalization Transactions, and (ii) granted to certain officers of the Company, at the request of the Board (which is required to be requested pursuant to the Exchange Agreement), a proxy to vote (or cause to be voted) all shares of Common Stock held by such Proxy Stockholder at the Special Meeting in favor of each proposal contained in this Proxy Statement. As a result, we will no longer have any Class B Common Stock outstanding once the Thirteenth Amended and Restated Charter becomes effective or the Recapitalization Transactions close, as applicable. As of the Record Date, our stockholders who delivered the Proxies collectively owned (i) approximately 2.2% of the outstanding shares of Class A Common Stock and (ii) 100% of the outstanding shares of Class B Common Stock entitled to vote at the Special Meeting. As of the Record Date, these shares represented approximately 45.2% of the voting power of the outstanding Common Stock.

In making their determination with respect to the Term Loan Conversion, the Finance Committee and the Board also considered the financial analyses prepared by BTIG, and the opinion of BTIG as of August 20, 2025, as to the fairness, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates) of the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement.

The Finance Committee and the Board retained BTIG to provide a fairness opinion in connection with their consideration of the Term Loan Conversion. In selecting BTIG, the Finance Committee and the Board considered, among other things, the fact that BTIG is a reputable investment banking firm with substantial experience advising companies in the consumer sectors and providing strategic advisory services in general. BTIG, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes.

On August 20, 2025, at meetings of the Finance Committee and, subsequently, the Board held to evaluate the proposed Term Loan Conversion, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion to the Finance Committee and the Board, to the effect that, as of that date and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth in such opinion, the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates).

The full text of the written opinion of BTIG, dated August 20, 2025, which sets forth the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications contained in connection with its opinion, is attached to this proxy statement as Exhibit G and is incorporated herein by reference in its entirety. The following summary of BTIG’s opinion in this proxy statement is qualified in its entirety by reference to the full text of BTIG’s opinion. Stockholders are urged to read BTIG’s opinion carefully and in its entirety. BTIG provided its opinion for the information of, and directed its opinion to, the Finance Committee and the Board for their information and assistance in connection with their consideration of the financial terms of the Term Loan Conversion. BTIG’s opinion was not intended to and does not constitute a recommendation to the Finance Committee or the Board as to how the Finance Committee or the Board should vote on the Term Loan Conversion or to any stockholder of RTR as to how any such stockholder should vote at any stockholders’ meeting at which the Term Loan Conversion or any related transactions may be considered, or whether or not any stockholder of RTR should enter into a proxy, conversion, voting, stockholders’ or affiliates’ agreement with respect to or following the Term Loan Conversion, or exercise any redemption, repurchase, exchange or similar rights that may be available to such stockholder.

In rendering its opinion, BTIG has, among other things:

 

In rendering its opinion, BTIG has relied upon and assumed, with RTR’s acknowledgement and consent, without independent investigation or verification, the accuracy and completeness of all of the financial and other information that was provided to BTIG by or on behalf of RTR, or that was otherwise reviewed by BTIG, and BTIG has not assumed any responsibility for independently verifying any of such information. With respect to the non-public projected financial and operating data relating to RTR prepared and furnished to BTIG by management of RTR, BTIG has assumed, at the direction of RTR, that they were reasonably prepared on the basis of reflecting the best currently available estimates and judgments of the management of RTR as to the future operating and financial performance of RTR and that they provided a reasonable basis upon which BTIG could form its opinion. All projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. BTIG has relied on this projected information without independent verification or analysis and does not in any respect assume any responsibility for the accuracy or completeness thereof.

BTIG also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of RTR since the date of the last financial statements made available to BTIG. BTIG did not make or obtain any independent evaluation, appraisal or physical inspection of RTR’s assets or liabilities, nor was BTIG furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, BTIG assumes no responsibility for their accuracy.

BTIG assumed, with RTR’s consent, that there are no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Term Loan Conversion will be satisfied and not waived. BTIG also assumed that the Term Loan Conversion would be consummated substantially on the terms and conditions described in the Exchange Agreement, including the Rights Offering, the Conversion and the issuance of RSUs and PSUs described in the section entitled “Initial Grants under the Amended Plan”, without any waiver of material terms or conditions by RTR or any other party, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the Term Loan Conversion would not have an adverse effect on RTR or the Term Loan Conversion. BTIG also assumed that the Term Loan Conversion would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations and all other laws applicable to RTR. BTIG further assumed that RTR relied upon the advice of its counsel, independent accountants and other advisors (other than BTIG) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to RTR, the Term Loan Conversion and the Exchange Agreement. For the avoidance of doubt, the independent accountants referred to in BTIG’s opinion were intended by BTIG and the Company to be professional accounting advisors to the Company generally, without considering any particular meaning to the term “independent accountant” or identifying specifically any particular assessment made by any such professional accounting advisor for such purposes, and BTIG did not receive or rely on the advice of the Company’s auditors.

BTIG’s opinion is limited to whether, as of the date thereof, the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates), and does not address any other terms, aspects or implications of the Term Loan Conversion or any other transactions, including, without limitation, the form or structure of the Term Loan Conversion, any consequences of the Term Loan Conversion or any other transactions on RTR, its stockholders, creditors or any other constituencies of RTR, or any terms, aspects or implications of any voting, support, stockholder, credit or other agreements, arrangements or understandings contemplated or entered into in connection with the Term Loan Conversion or otherwise, including the Debt and Equity Purchase Agreement, the Investor Rights Agreement or the New Credit Agreement. BTIG’s opinion also did not consider, address or include:

(i) any other strategic alternatives currently (or which have been or may be) contemplated by RTR; (ii) the legal, tax or accounting consequences of the Term Loan Conversion on RTR, its stockholders or any other party; (iii) the fairness of the amount or nature of any compensation to any officers, directors or employees of RTR, or any class of any such person, including pursuant to the 2021 Plan, as amended by the Plan Amendment Proposal, relative to the compensation paid to any other party; or (iv) the fairness of the amount or nature of any securities being sold by RTR pursuant to the Rights Offering or the Rights Offering Backstop Agreement.

Furthermore, BTIG expressed no opinion as to the prices, trading range or volume at which RTR’s securities will trade following public announcement or consummation of the Term Loan Conversion or other transactions contemplated by the Exchange Agreement or related agreements. BTIG was not requested to, and did not, participate in the structuring or negotiation of the Term Loan Conversion or of such transactions.

BTIG’s opinion is necessarily based on economic, market, financial and other conditions as they existed on August 20, 2025, and on the information made available to BTIG by or on behalf of RTR or its advisors, or information otherwise reviewed by BTIG, as of the date of BTIG’s opinion. Subsequent developments may affect the conclusion reached in BTIG’s opinion and BTIG does not have any obligation to update, revise or reaffirm its opinion. Further, the credit, financial and stock markets are often affected by periods of volatility and BTIG expressed no opinion or view as to any potential effects of such volatility on RTR or the terms of the Term Loan Conversion. In addition, BTIG’s opinion did not compare the relative merits of the Term Loan Conversion with any other alternative transactions or business strategies which may have been available to RTR and did not address the underlying business decision of the Finance Committee and the Board or RTR to proceed with or effect the Term Loan Conversion.

BTIG is not a legal, tax, regulatory or bankruptcy advisor. BTIG has not considered in its opinion any potential legislative or regulatory changes currently being considered or recently enacted by the United States Congress, the SEC, or any other regulatory bodies, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC or the Financial Accounting Standards Board. BTIG’s opinion is not a solvency opinion and does not in any way address the solvency or financial condition of RTR.

The summary set forth below does not purport to be a complete description of the analyses performed by BTIG, but describes, in summary form, the material elements of the presentation that BTIG made to the Finance Committee and the Board on August 20, 2025, in connection with BTIG’s opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses BTIG employed in reaching its conclusions. In accordance with customary investment banking practice, BTIG employed generally accepted valuation methods and financial analyses in reaching its opinion.

None of the analyses performed by BTIG were assigned a greater significance by BTIG than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by BTIG. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BTIG, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BTIG. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BTIG. The summary text and tables describing each financial analysis does not constitute a complete description of BTIG’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by BTIG. The summary text and tables set forth below do not represent and should not be viewed by anyone as constituting conclusions reached by BTIG with respect to any of the analyses performed by it in connection with its opinion. Rather, BTIG made its determination on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Except as otherwise noted, the information utilized by BTIG in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before August 19, 2025 and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

In conducting its analysis, BTIG initially calculated the conversion price implied by the issuance of the Exchange Stock in exchange for the Equity Exchange Obligations. To do so, BTIG divided the total amount of Equity Exchange Obligations valued at 100% of the principal amount (approximately $223.1 million as of the end of RTR’s second fiscal quarter ending July 31, 2025) by the number of shares of Exchange Stock (approximately 26.3 million shares) being issued to Lender pursuant to the Exchange Agreement. Such calculation implied a conversion price of $8.48 per share. BTIG then compared this implied conversion price per share to RTR’s price per share using three primary methodologies: selected public companies analysis, selected precedent transactions analysis, and discounted cash flow analysis. No individual methodology was given a specific weight, nor can any methodology be viewed individually. Additionally, no company or transaction used in any analysis as a comparison is identical to RTR or the Term Loan Conversion, and they all differ in material ways. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or transactions to which they are being compared. BTIG used these analyses to determine the impact of various operating metrics on the implied enterprise value of RTR. Each of these analyses yielded a range of implied enterprise values, and therefore, such implied enterprise value ranges developed from these analyses were viewed by BTIG collectively and not individually. In delivering its opinion to the Finance Committee and the Board, BTIG utilized the non-public projected financial and operating data relating to RTR prepared and furnished to BTIG by management of RTR.

BTIG reviewed, analyzed and compared certain financial information relating to RTR to corresponding publicly available financial information and market multiples for the following fourteen publicly traded companies divided into three sections: Fashion and Luxury E-Commerce, Digitally Native Retailers and Additional Apparel and Female-Focused Companies. BTIG reviewed, among other things, the range of enterprise values of the selected publicly traded companies as a multiple of the twelve months ending December 31 (“calendar year” or “CY”) 2025 and 2026 estimated revenue and estimated earnings before interest, taxes, depreciation and amortization (which is referred to in this section as “EBITDA”), respectively, based on estimates provided by S&P Capital IQ.

Fashion and Luxury E-Commerce:

 

Digitally Native Retailers:

 

Additional Apparel and Female-Focused Companies:

 

The following table sets forth the enterprise values as a multiple of estimated revenue and estimated EBITDA for calendar year 2025 and calendar year 2026 for the selected publicly traded companies identified above.

As none of the selected publicly traded companies identified above, or group thereof, is identical or directly comparable to RTR, BTIG, using its professional judgment and experience, derived from the mean and median enterprise values as a multiple of such entities’ estimated revenue and estimated EBITDA for calendar year 2025 and calendar year 2026 a range of multiples for RTR’s estimated revenue and estimated Adjusted EBITDA for fiscal year (or “FY”) 2025 and fiscal year 2026, and applied such range of multiples to the estimated revenue and estimated Adjusted EBITDA for RTR for fiscal year 2025 and fiscal year 2026 utilized by BTIG in performing its analysis to derive ranges of enterprise values for RTR. BTIG then subtracted RTR’s pro forma net debt from the enterprise values obtained by the calculation above to obtain RTR’s equity value, and divided the resulting equity value by the number of fully diluted shares outstanding utilized by BTIG in its analysis, which resulted in ranges of indicative share prices for RTR. “Adjusted EBITDA” means net income/loss adjusted for net interest income/expense, rental product depreciation, other depreciation and amortization, stock-based compensation,

write-off of liquidated assets, non-recurring adjustments, non-ordinary course legal fees, restructuring charges, loss on asset impairment related to restructuring, income tax benefit/expense, net gain/loss on warrant liability revaluation, net gain/loss on debt extinguishment, other income/expense, and other gains/losses. The results of this analysis were as follows:

BTIG compared the indicative share price ranges resulting from this analysis to the conversion price of $8.48 per share implied by the Term Loan Conversion. The conversion price implied by the Term Loan Conversion was within or above the indicative share price ranges resulting from the selected public company analysis outlined above, supporting a conclusion that, as of the date of BTIG’s opinion, the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates).

BTIG selected the companies used in this analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of RTR and the similarity of the lines of business to RTR’s lines of business, as well as the business models, product offerings, operating margin profiles and end-market exposure of such companies. As noted above, no company used as a comparison is identical to RTR. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

BTIG reviewed and analyzed certain publicly available information for the following acquisitions involving online retailers, luxury retailers, fashion and lifestyle brands and other target companies that were announced between September 2014 and May 2025 which disclosed valuation metrics, as follows:

BTIG selected the precedent transactions based upon its experience and knowledge of companies in each of the relevant industries. Although none of the transactions are directly comparable to the Term Loan Conversion, nor are any of the target companies directly comparable to RTR, BTIG selected transactions involving target companies with similar characteristics to the characteristics identified above in the selected public company analysis.

BTIG reviewed, among other things, the range of enterprise values of the selected target companies implied by the precedent transactions as a multiple of their revenue for the twelve months preceding each transaction. Using its professional judgment and experience, BTIG derived a range of multiples for RTR ranging from 0.60x to 0.90x of last twelve months (“LTM”) revenues. Applying such range of multiples to RTR’s revenue for the twelve months ending April 30, 2025, in accordance with the financial statements contained in RTR’s public filings, BTIG obtained a range of enterprise values for RTR. BTIG then subtracted RTR’s pro forma net debt from the enterprise value obtained by the calculation above to obtain RTR’s equity value, and divided the resulting equity value by the number of fully diluted shares outstanding utilized by BTIG in its analysis, which resulted in an indicative share price range from $(22.40) to $(8.30).

BTIG compared the indicative share price range resulting from this analysis to the conversion price of $8.48 per share implied by the Term Loan Conversion. The conversion price implied by the Term Loan Conversion was above the indicative share price range resulting from the selected precedent transaction analysis outlined above, supporting a conclusion that, as of the date of BTIG’s opinion, the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates).

Because the market conditions, rationale, and circumstances surrounding each of the transactions analyzed were specific to each transaction and because of the inherent differences between RTR’s businesses, operations and prospects and those of the acquired companies above, BTIG believed that it was inappropriate to, and therefore

did not, rely solely on the quantitative results of the analysis. Accordingly, BTIG also made qualitative judgments concerning the differences between the characteristics of these transactions (including market conditions, rationale, and circumstances surrounding each of the transactions, and the timing, type and size of each of the transactions).

Discounted cash flow analysis is an important valuation methodology that calculates a company’s intrinsic value by discounting its future cash flows to their present value. Free cash flows are projected based on reasonable revenue growth, margin, working capital, and capital expenditure assumptions that conform to industry and company-specific research. These cash flows are then discounted to the present value using a weighted average cost of capital.

BTIG utilized the non-public projected financial and operating data relating to RTR prepared and furnished to BTIG by management of RTR to perform a discounted cash flow analysis of RTR. In conducting this analysis, BTIG assumed that RTR would perform in accordance with these projections and estimates. BTIG performed an analysis of the present value of the unlevered cash flows that RTR’s management projected RTR will generate for the fiscal year 2025 through fiscal year 2027, and extrapolated such projections by two years through fiscal year 2029 assuming 0% growth based on guidance furnished to BTIG by management of RTR. BTIG calculated terminal values for RTR by applying a range of terminal multiples of 7.0x to 9.0x, selected based on BTIG’s professional judgment and experience, to terminal Adjusted EBITDA, which assumed 0% growth from projected fiscal year 2029’s Adjusted EBITDA based on guidance furnished to BTIG by management of RTR. BTIG discounted the terminal values and cash flows projected for the specified period using discount rates ranging from 19.0% to 23.0%, reflecting estimates of RTR’s weighted average cost of capital based on BTIG’s professional judgment and experience, to determine an implied enterprise value reference range. The weighted average cost of capital was calculated as 21.0% and derived using the capital asset pricing model, which took into account, among other things, risk free rate, historical equity risk premium, levered beta, historical size premium and BTIG’s professional judgment and experience to determine the cost of equity capital, and then applying an additional risk premium selected based on BTIG’s professional judgment and experience to determine the weighted average cost of capital, consistent with standard industry practices. Using discount rates of 19.0% to 23.0% and terminal multiples of 7.0x to 9.0x, selected based on BTIG’s professional judgment and experience, BTIG’s analysis resulted in implied enterprise values for RTR ranging from $152 million to $212 million. BTIG then subtracted RTR’s pro forma net debt from the enterprise value obtained by the calculation above to obtain RTR’s equity value, and divided the resulting equity value by the number of fully diluted shares outstanding utilized by BTIG in its analysis and obtained an implied per share equity value ranging from $(28.90) to $(14.90). 

BTIG compared the results of this analysis to the conversion price of $8.48 per share implied by the Term Loan Conversion. The conversion price implied by the Term Loan Conversion was above the indicative share price range resulting from the discounted cash flow analysis outlined above, supporting a conclusion that, as of the date of BTIG’s opinion, the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates).

Based upon the foregoing analyses and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth in full in the text of BTIG’s opinion, BTIG was of the opinion that, as of the date of BTIG’s opinion, the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement was fair, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates).

The discussion above represents a summary of the material financial analyses presented by BTIG to the Finance Committee and the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BTIG in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not

readily susceptible to partial analysis or summary description. BTIG believes that its analyses summarized above must be considered as a whole. BTIG further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BTIG’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BTIG considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of RTR. The estimates of the future performance of RTR in or underlying BTIG’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BTIG’s analyses. These analyses were prepared solely as part of BTIG’s analysis of the fairness, from a financial point of view, to the holders of Class A Common Stock (exclusive of any Class A Common Stock held by Lender or its affiliates) of the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement, and were provided to the Finance Committee and the Board in connection with the delivery of BTIG’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BTIG’s view of the actual value of RTR.

The type and amount of consideration payable in the Term Loan Conversion was determined through negotiations between RTR and Lender, rather than by any financial advisor, and was approved by the Finance Committee and the Board. The decision to enter into the Exchange Agreement was solely that of the Finance Committee and the Board. As described above, BTIG’s opinion and analyses were only one of many factors considered by the Finance Committee and the Board in their evaluation of the Term Loan Conversion and should not be viewed as determinative of the views of the Finance Committee and the Board or RTR’s management with respect to the Term Loan Conversion.

In the two years prior to the date hereof, BTIG has not provided financial advisory or investment banking services for RTR or Lender for which any compensation was received. BTIG may seek to provide investment banking services to RTR, Lender or any of their respective affiliates in the future, and would expect to receive fees for the rendering of any such services.

Pursuant to the engagement letter between RTR and BTIG, BTIG is entitled to receive a non-contingent fee of $750,000, which became due upon delivery of BTIG’s opinion. BTIG will not receive any other significant payment or compensation contingent upon the successful consummation of the issuance of the Exchange Stock to Lender by RTR in exchange for the Equity Exchange Obligations pursuant to the Exchange Agreement. In addition, RTR has agreed to reimburse BTIG for certain of its out-of-pocket expenses, including legal fees, and has agreed to indemnify BTIG against certain liabilities, including under applicable laws, arising out of its engagement.

BTIG, as part of its investment banking services, is regularly engaged in the independent valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, and private placements. BTIG or its affiliates may seek to provide investment banking services to RTR, Lender or their respective affiliates in the future, for which BTIG or its affiliates would seek customary compensation. BTIG provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, including, without limitation, derivative securities, of RTR, Lender or each of their affiliates, for its own account and for the accounts of customers.

Our Class A Common Stock is listed on the Nasdaq Global Market. In order to comply with Nasdaq Listing rules, we are seeking stockholder approval of the Term Loan Conversion.

Nasdaq Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. The Term Loan Conversion would result in the issuance of 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (after giving effect to the Conversions, but before giving effect to the Rights Offering and the increased share reserve under the Amended Plan) and in a “change of control” under the Nasdaq interpretations of Nasdaq Listing Rule 5635(b). Stockholders should note that a “change of control,” as described under Nasdaq Listing Rule 5635(b), applies only with respect to the application of such rule, and does not necessarily constitute a “change of control” for purposes of Delaware law, our organizational documents or any other agreements to which we may be a party.

Pursuant to the Exchange Agreement, we agreed to hold a meeting of our stockholders for the purpose of obtaining such stockholder approval pursuant to Nasdaq Listing Rule 5635(b). The Special Meeting is intended to satisfy such obligation.

The Board, acting upon the unanimous recommendation of the Finance Committee, has determined that the Term Loan Conversion Proposal is fair to, and in the best interests of, the Company and its stockholders, and resolved to recommend that the stockholders vote to approve the issuance of the Exchange Stock.

Approval of the Term Loan Conversion Proposal requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes). Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal.

If the Term Loan Conversion Proposal is not approved, the Exchange Agreement will be terminated in accordance with its terms, we will not be able to enter into the New Credit Agreement, and we may default under the Existing Credit Agreement. Such default would allow Agent to accelerate repayment of all obligations and exercise all other rights and remedies available under the Existing Credit Agreement. As a result, a default would have a material adverse effect on our business, financial condition and results of operations, and we would likely be unable to avoid filing for bankruptcy protection or have an involuntary bankruptcy case filed against us. We therefore strongly believe that it is critical that you vote “FOR” the Term Loan Conversion Proposal.

Approval of the Term Loan Conversion Proposal requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes). Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal.

THE BOARD, ACTING UPON THE UNANIMOUS RECOMMENDATION OF THE FINANCE

COMMITTEE, RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1.

Pursuant to the Exchange Agreement, we agreed to prepare and file with the SEC a registration statement on Form S-1 in connection with a $12.5 million rights offering (the “Rights Offering”) and entered into a rights offering backstop agreement, dated as of August 20, 2025 (the “Rights Offering Backstop Agreement”), among us and the Investor Group, which is attached hereto as Exhibit D. Under the Rights Offering Backstop Agreement, the Investor Group agreed to purchase all unsubscribed shares of the Class A Common Stock to be issued in connection with the Rights Offering at a price of $4.08 per share. In order to comply with Nasdaq Listing Rule 5635, our stockholders are being asked to approve the issuance of all of the shares of Class A Common Stock that may be issued pursuant to the Rights Offering Backstop Agreement pursuant to this Backstop Proposal, if any.

We expect to launch the Rights Offering and distribute to the holders of our Common Stock transferable subscription rights to purchase shares of our Class A Common Stock at a price of $4.08 per share. These subscription rights will be available for a limited subscription period, and stockholders will not be required to subscribe for any shares in the Rights Offering. As a result, any rights issued to our stockholders that are unsubscribed, either pursuant to the initial rights or oversubscription rights, during the subscription period will be purchased by the Investor Group pursuant to the Rights Offering Backstop Agreement, up to the $12.5 million maximum amount of the Rights Offering.

Our Class A Common Stock is listed on the Nasdaq Global Market. In order to comply with Nasdaq Listing rules, we are seeking stockholder approval of the issuance of shares pursuant to the Rights Offering Backstop Agreement.

Nasdaq Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. The issuance of shares pursuant to the Rights Offering Backstop Agreement may result in the issuance of more than 20% of our total Common Stock and in a “change of control” under the Nasdaq interpretations of Nasdaq Listing Rule 5635(b). Stockholders should note that a “change of control,” as described under Nasdaq Listing Rule 5635(b), applies only with respect to the application of such rule, and does not necessarily constitute a “change of control” for purposes of Delaware law, our organizational documents or any other agreements to which we may be a party.

Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions, other than public offerings, resulting in the issuance of greater than 20% of the outstanding Common Stock or voting power of the issuer prior to the offering at a price less than the “Minimum Price,” which Nasdaq defines as the lower of the issuer’s most recent closing price immediately prior to signing the binding agreement for the transaction or the average of the closing price for the five trading days immediately preceding the signing of the binding agreement. The price per share of Class A Common Stock to be issued pursuant to the Rights Offering Backstop Agreement is $4.08 per share, which is less than the “Minimum Price” of $4.49 and therefore the issuance requires stockholder approval pursuant to Nasdaq Listing Rule 5635(d).

Pursuant to the Exchange Agreement, we agreed to hold a meeting of our stockholders for the purpose of obtaining such stockholder approval pursuant to Nasdaq Listing Rules 5635(b) and (d). The Special Meeting is intended to satisfy such obligation.

The Board, acting upon the unanimous recommendation of the Finance Committee, has determined that approval of the issuance of shares pursuant to the Backstop Proposal is fair to, and in the best interests of, the Company and its stockholders, and resolved to recommend that the stockholders vote to approve the issuance of Class A Common Stock issuable pursuant to the Rights Offering Backstop Agreement.

Approval of the Backstop Proposal requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes) on this proposal. Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal.

If the Backstop Proposal is not approved, the Exchange Agreement will be terminated in accordance with its terms, we will not be able to enter into the New Credit Agreement, and we may default under the Existing Credit Agreement. Such default would allow Agent to accelerate repayment of all obligations and exercise all other rights and remedies available under the Existing Credit Agreement. As a result, a default would have a material adverse effect on our business, financial condition and results of operations, and we would likely be unable to avoid filing for bankruptcy protection or have an involuntary bankruptcy case filed against us. We therefore strongly believe that it is critical that you vote “FOR” the Backstop Proposal.

Approval of the Backstop Proposal requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes). Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal.

THE BOARD, ACTING UPON THE UNANIMOUS RECOMMENDATION OF THE FINANCE

COMMITTEE, RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

Pursuant to the Exchange Agreement, we agreed to take all actions as may be required to amend, or amend and restate, the 2021 Plan to the extent required in order to issue additional awards pursuant to the 2021 Plan (the “Amended Plan”), as amended and restated. The Plan Amendment (as defined below) is contingent on, and will not take effect until, the closing of the Recapitalization Transactions, and the 2021 Plan will continue in effect under its existing terms unless and until the occurrence of the closing of the Recapitalization Transactions. The Board, acting upon the unanimous recommendation of the Finance Committee, has determined that it is in the best interests of the Company and its stockholders to approve the amendment and restatement of the 2021 Plan.

We are seeking stockholder approval to amend and restate the 2021 Plan (the “Plan Amendment”) to (i) increase the maximum number of shares of Class A Common Stock that will be made available as awards thereunder following the closing of the Recapitalization Transactions to an amount equal to 18.3% of the fully diluted Class A Common Stock outstanding immediately following the closing of the Recapitalization Transactions and (ii) extend the expiration date of the 2021 Plan to the tenth anniversary of the date that the Amended Plan is approved by our stockholders.

As of September 5, 2025, there were 336,796 shares of Class A Common Stock available for future awards under the 2021 Plan, which the Company estimates will not be sufficient to cover the equity grants required to be made to the Company’s executive officers and other employees pursuant to the Exchange Agreement. Therefore, the Board, upon the unanimous recommendation of the Finance Committee, determined that the Plan Amendment is fair to, and in the best interests of, the Company and its stockholders, and resolved to recommend that the stockholders vote to approve the Plan Amendment.

The Board, acting upon the unanimous recommendation of the Finance Committee and the compensation committee of the Board (the “Compensation Committee”), approved the Plan Amendment on September 15, 2025, subject to stockholder approval, and our stockholders are now being asked to approve the Plan Amendment.

The Company anticipates filing a registration statement on Form S-8 with the SEC to register the additional amount of new shares of Class A Common Stock available to be included in the aggregate share reserve under the Amended Plan, effective upon and subject to stockholder approval of the Plan Amendment, as soon as practicable following the closing of the Recapitalization Transactions.

The Board, acting upon the unanimous recommendation of the Finance Committee and the Compensation Committee has determined that it is in the best interests of the Company and its stockholders to approve the Plan Amendment. The closing of the Recapitalization Transactions is conditioned upon our stockholders approving the Plan Amendment. Stockholders are requested in this proposal to approve the Plan Amendment.

If approved, the Plan Amendment 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, along with the Investor Group, 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, which is why approval of the Plan Amendment Proposal is a condition precedent to the closing of the Recapitalization Transactions.

The Board and the Compensation Committee consider long-term equity-based incentive compensation as an important element of the Company’s compensation program. The Board and the Compensation Committee believe 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 Exhibit F.

Our employees, consultants and directors, and employees, consultants and directors 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 September 5, 2025, approximately 253 employees and 6 directors of the Company and its subsidiaries were eligible to participate in the 2021 Plan.

Previously, the maximum number of shares of our Common Stock available for issuance under the 2021 Plan was equal to the sum of (i) 5,221,848, plus (ii) an annual increase on the first day of each year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) 5% of the outstanding shares of our Common Stock on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by the Board, plus (iii) 67,842 shares of our Class B Common Stock for an award to Ms. Hyman and plus (iv) any shares of our Common Stock available for issuance under the 2009 Plan and the 2019 Plan as of the effective date of the 2021 Plan or that are subject to awards under the 2009 Plan and the 2019 Plan which are forfeited or lapse unexercised and which following the effective date of the 2021 Plan are not issued under such prior plans (which would become available as shares of our Class A Common Stock).

As amended, the maximum number of shares of our Common Stock available for issuance under the Amended Plan following the closing of the Recapitalization Transactions will be an amount equal to 18.3% of the fully diluted Class A Common Stock outstanding immediately following the closing of the Recapitalization Transactions. The share reserve under the Amended Plan is intended to provide us with enough shares of Class A Common Stock to grant pursuant to the terms of the Exchange Agreement to our executive officers 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, and will not be subject to an annual increase in the number of shares of Class A Common Stock available for issuance under the Amended Plan.

As under the 2021 Plan, 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 (“RSUs”), other incentive awards, SARs and cash awards.

Pursuant to the Exchange Agreement, Ms. Hyman will be eligible to receive an initial equity award grant (an “Initial Grant”) pursuant to the terms and conditions of the Amended Plan. Ms. Hyman’s Initial Grant will be equal to 5% of the fully diluted Class A Common Stock immediately following the closing of the Recapitalization Transactions (assuming “good” level of performance is achieved, and up to 7.5% if maximum level of performance is achieved). In addition, following the closing of the Recapitalization Transactions, Ms. Hyman will recommend that the Board issue an Initial Grant to Company employees who are at or above the level of vice president and not members of the Board immediately following the Recapitalization Transactions. The total number of shares of Common Stock available to be issued to these employees will be equal to 6% of the fully diluted Class A Common Stock immediately following the closing of the Recapitalization Transactions (assuming “good” level of performance is achieved and up to 9% if maximum level of performance is achieved).

Each Initial Grant will be made 50% in the form of RSUs denominated in Class A Common Stock with the remaining 50% of the Class A Common Stock subject to each Initial Grant being made in the form of performance stock units denominated in Class A Common Stock (“PSUs”). The RSUs subject to each Initial Grant will vest 25% on the first anniversary of the grant date and 75% on a quarterly basis thereafter through the fourth anniversary of the grant date, in each case, subject to the recipient’s continued employment over the four-year period following the grant date. The PSUs subject to each Initial Grant will vest based on the satisfaction of performance metrics established for each performance period, with the first performance period comprising the Company’s fiscal year 2027, the second performance period comprising the Company’s fiscal year 2028, and the third performance period comprising the Company’s fiscal year 2029, subject to the recipient’s continued employment through the last day of the third performance period.

In order to receive an Initial Grant, each continuing executive officer, including Ms. Hyman, must agree to forfeit any equity awards outstanding immediately following the closing of the Recapitalization Transactions, and each Initial Grant will be subject to approval of the Board following the closing of the Recapitalization Transactions.

Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code (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.

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 2021 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 the 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 PSUs) 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 a 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.

Although certain of our employees may be eligible for an Initial Grant, as described above, future awards under the Amended Plan will be made at the discretion of, and subject to the consideration, review and approval of, the plan administrator and, accordingly, are not yet determinable. In addition, awards under the Amended Plan will depend on a number of factors, including the number of shares of our Class A Common Stock that are outstanding immediately following the closing of the Recapitalization Transactions. Consequently, it is not possible at this time to determine the benefits that might be received by participants under the Amended Plan. Similarly, had the Amended Plan been in place during fiscal year 2024, the amount of benefits that would have been provided to participants under the Amended Plan is not determinable at this time given the unique nature of the adoption of the Amended Plan in connection with the closing of the Recapitalization Transactions.

The following table lists each of our named executive officers, each current non-executive officer director, 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 Amended Plan, and all current employees of RTR (other than executive officers) as a group, indicating the aggregate number of options and RSUs 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 September 5, 2025, was $6.06.

The following table provides information as of January 31, 2025, with respect to the shares of the Company’s Common Stock that may be issued under the Company’s existing compensation plans.

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 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.

The Exchange Agreement requires that we take all actions that may be required to increase the maximum number of shares of Class A Common Stock authorized for issuance under the 2021 Plan to the extent required to issue Awards (as defined in the Amended Plan) pursuant to the terms and conditions of the Amended Plan. Therefore, the Plan Amendment Proposal requires stockholder approval pursuant to Nasdaq Listing Rule 5635(c).

Pursuant to the Exchange Agreement, we agreed to hold a meeting of our stockholders for the purpose of obtaining such stockholder approval pursuant to Nasdaq Listing Rule 5635(c). The Special Meeting is intended to satisfy such obligation.

Approval of the Plan Amendment Proposal requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes). Abstentions and broker non-votes (if any) will have no effect on the outcome of this proposal.

If the Plan Amendment Proposal is not approved, the Exchange Agreement will be terminated in accordance with its terms, we will not be able to enter into the New Credit Agreement, and we may default under the Existing Credit Agreement. Such default would allow Agent to accelerate repayment of all obligations and exercise all other rights and remedies available under the Existing Credit Agreement. As a result, a default would have a material adverse effect on our business, financial condition and results of operations, and we would likely be unable to avoid filing for bankruptcy protection or have an involuntary bankruptcy case filed against us. We therefore strongly believe that it is critical that you vote “FOR” the Plan Amendment Proposal.

THE BOARD, ACTING UPON THE UNANIMOUS RECOMMENDATION OF THE FINANCE

COMMITTEE, RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 3.

Pursuant to the Exchange Agreement, we agreed to use our reasonable best efforts to solicit proxies in favor of the amendment and restatement of our Twelfth Amended and Restated Certificate of Incorporation. The Board has adopted and declared advisable such amendment and restatement of our Twelfth Amended and Restated Certificate of Incorporation to facilitate the consummation of the Recapitalization Transactions.

Upon consummation of the Recapitalization Transactions, the Investor Group is expected to collectively own 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (after giving effect to the Conversions, but before giving effect to the Rights Offering and the increased share reserve under the Amended Plan). In recognition of this fact, Lender and the Company have agreed that the Company will amend and restate its Twelfth Amended and Restated Certificate of Incorporation to include the provisions described below (the “Thirteenth Amended and Restated Certificate of Incorporation”).

The Thirteenth Amended and Restated Certificate of Incorporation includes amendments to, among other things:

This summary description of the Thirteenth Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified by the complete text of the proposed amendments that are set forth in the Thirteenth Amended and Restated Certificate of Incorporation, and is attached to this Proxy Statement as Exhibit E as a redline against the Twelfth Amended and Restated Certificate of Incorporation in order to reflect the proposed changes contemplated by the Thirteenth Amended and Restated Certificate of Incorporation.

If the Charter Amendment Proposal is approved, we expect that the Board will adopt certain conforming changes to the Company’s amended and restated bylaws (the “Bylaws”) (which do not require stockholder approval), with

such other changes as the Board may approve that are consistent with the Thirteenth Amended and Restated Certificate of Incorporation. For the avoidance of doubt, if the Charter Amendment Proposal is not approved, we expect that the Board will still adopt certain changes to the Bylaws in connection with the closing of the Recapitalization Transactions.

If the Charter Amendment Proposal is approved, the Thirteenth Amended and Restated Certificate of Incorporation will become effective after the closing of the Recapitalization Transactions upon its filing with the Secretary of State of the State of Delaware; provided that the stockholders approve the Required Proposals.

The Board, acting upon the unanimous recommendation of the Finance Committee, has determined that it is fair to, and in the best interests of, the Company and its stockholders, and resolved to recommend that the stockholders vote, to amend and restate its existing Twelfth Amended and Restated Certificate of Incorporation. In connection with the Exchange Agreement, all of the Proxy Stockholders executed and delivered Conversion Notices, pursuant to which each Proxy Stockholder opted to convert his, her or its respective shares of Class B Common Stock into shares of Class A Common Stock effective immediately prior to (A) the effectiveness of the Thirteenth Amended and Restated Charter, or (B) if the Charter Amendment Proposal is not approved at the Special Meeting, the closing of the Recapitalization Transactions. As of the Record Date, the aggregate voting power of the outstanding Common Stock held by the Proxy Stockholders was 45.2% of the total voting power of all shares of Common Stock.

The Exchange Agreement requires that we use reasonable best efforts to seek approval of the Charter Amendment Proposal. Pursuant to the Exchange Agreement, we agreed to hold a meeting of our stockholders for the purpose of obtaining such stockholder approval. The Special Meeting is intended to satisfy such obligation.

Approval of the Charter Amendment Proposal requires the affirmative vote of (i) a majority of the outstanding shares of Class B Common Stock voting separately as a class, and (ii) two-thirds of the voting power of all of the outstanding shares of Common Stock entitled to vote thereon, voting as a single class. Abstentions and broker non-votes (if any) will have the same effect as a vote against this proposal.

While approval of the Charter Amendment Proposal by our stockholders is not a condition of the Recapitalization Transactions contemplated by the Exchange Agreement, certain of the changes contained in the proposed Thirteenth Amended and Restated Certificate of Incorporation are consistent with the terms of the Investor Rights Agreement, which takes effect upon the closing of the Recapitalization Transactions. If the Charter Amendment Proposal is not approved at the Special Meeting, the Company will intend to seek approval of the Charter Amendment Proposal at a future meeting of stockholders, which would result in additional unnecessary cost and expense to the Company.

THE BOARD, ACTING UPON THE UNANIMOUS RECOMMENDATION OF THE FINANCE

COMMITTEE, RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 4.

The Board, acting upon the unanimous recommendation of the Finance Committee, believes that, if the number of votes cast in favor of Proposals No. 1, 2, 3 or 4 is insufficient to approve such proposals, it is in the best interests of the Company and its stockholders to adjourn the Special Meeting to a later date or time if necessary in order to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve such proposals. In addition, pursuant to Section 2.05 of Article II of our Bylaws, the chairperson of the Special Meeting will have the concurrent authority to approve an adjournment.

In this Proposal No. 5, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning the Special Meeting or any adjournment or postponement thereof to enable the Board to solicit additional proxies. If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the Special Meeting to a later date or time in order to use the additional time to solicit additional proxies in favor of Proposals No. 1, 2, 3 or 4, including the solicitation of proxies from stockholders that previously returned executed proxies voting against Proposals No. 1, 2, 3 or 4.

Approval of the adjournment of the Special Meeting requires the affirmative vote of a majority of votes present and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal, and broker non-votes (if any) will have no effect on this proposal.

THE BOARD, ACTING UPON THE UNANIMOUS RECOMMENDATION OF THE FINANCE

COMMITTEE, RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 5.

In considering the recommendations of the Board with respect to the Recapitalization Transactions, our stockholders should be aware that our non-employee directors and executive officers have certain interests, including financial interests, in the Recapitalization Transactions that may be different from, or in addition to, the interests of our stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Exchange Agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and tables below.

Our current non-employee directors are as follows:

Although the SEC disclosure rules require disclosure of any substantial interest of each non-employee director who served on the Board at any time since the beginning of fiscal year 2024, the Board is not aware of any substantial interest regarding the Recapitalization Transactions with respect to the following former non-employee directors of the Board: Emil Michael, Gwyneth Paltrow, Melanie Harris, Dan Nova and Carley Roney. Any reference to “non-employee director” in this Proxy Statement shall be a reference to our current non-employee directors set forth in the table above and shall not include any former non-employee director of the Company.

Our current executive officers are as follows:

Although the SEC disclosure rules require disclosure of any substantial interest of each individual who was an executive officer of the Company at any time since the beginning of fiscal year 2024, the Board is not aware of any substantial interest regarding the Recapitalization Transactions with respect to the following former executive officers of the Company: Becky Case, Anushka Salinas, Bradford Shellhammer, Natalie McGrath and Zach Phillips.

Any reference to “executive officer” in this Proxy Statement shall be a reference to our current executive officers set forth in the table above and shall not include any of our former executive officers. Our current named executive officers (“NEOs”) are Ms. Hyman, Mr. Thacker and Ms. Tam.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in this section, the actual amounts, if any, to be received by our non-employee directors and executive officers may materially differ from the amounts set forth below.

Pursuant to the Exchange Agreement, Ms. Hyman will be eligible to receive an Initial Grant pursuant to the terms and conditions of the Amended Plan. Ms. Hyman’s Initial Grant will be equal to 5% of the fully diluted Class A Common Stock immediately following the closing of the Recapitalization Transactions (assuming “good” level of performance is achieved, and up to 7.5% if maximum level of performance is achieved). Pursuant to the terms of the Exchange Agreement, the Company is required to issue the Initial Grant to Ms. Hyman no later than 30 days following the closing of the Recapitalization Transactions. In addition, following the closing of the Recapitalization Transactions, Ms. Hyman will recommend that the Board issue an Initial Grant to our other executive officers and employees. The total number of shares of Common Stock available to be issued to employees at or above the level of vice president who are not members of the Board following the Recapitalization Transactions, including our executive officers but excluding Ms. Hyman, will be equal to 6% of the fully diluted Class A Common Stock immediately following closing of the Recapitalization Transactions (assuming “good” level of performance is achieved and up to 9% if maximum level of performance is achieved).

In order to receive an Initial Grant, our executive officers, including Ms. Hyman, must agree to forfeit any equity awards outstanding as of immediately following the closing of the Recapitalization Transactions.

Each Initial Grant will be made in the form of RSUs with the remaining 50% of the Class A Common Stock subject to each Initial Grant being made in the form of PSUs. The RSUs subject to each Initial Grant will vest 25% on the first anniversary of the grant date and 75% on a quarterly basis thereafter through the fourth anniversary of the grant date, in each case, subject to the executive officer’s continued employment over the four-year period following the grant date. The PSUs subject to each Initial Grant will vest based on the satisfaction of performance metrics established for each performance period, with the first performance period comprising the Company’s fiscal year 2027, the second performance period comprising the Company’s fiscal year 2028, and the third performance period comprising the Company’s fiscal year 2029, subject to the executive officer’s continued employment through the last day of the third performance period.

If any of our executive officers experience a termination of employment without “cause” or a resignation for “good reason” (each as defined in the applicable plan or arrangement) at the closing of the Recapitalization Transactions, the first tranche of RSUs subject to the Initial Grant will vest as of the executive officer’s employment termination date, with the remaining RSUs and PSUs subject to the Initial Grant being cancelled. In addition, if the Company does not issue Ms. Hyman her Initial grant within 60 days of the closing of the Recapitalization Transactions, then Ms. Hyman will be entitled to resign from employment and receive one or more cash payments from the Company equal to the value of the shares of Class A Common Stock she would have received if the Company had granted the RSUs and PSUs in accordance with the Exchange Agreement and then terminated her employment without cause immediately thereafter.

Because the fully diluted Class A Common Stock outstanding immediately following the closing of the Recapitalization Transactions cannot be determined as of the date of this Proxy Statement, we have not quantified the value of Ms. Hyman’s Initial Grant. In addition, because the Board has not approved Initial Grants to be issued to our other executive officers, we have not quantified the value of any Initial Grant that could be made to our other executive officers.

Pursuant to the Company’s Non-Employee Director Compensation Program (the “Non-Employee Director Compensation Program”), upon a “change in control” (as defined in the Non-Employee Director Compensation Program and which includes the Recapitalization Transactions), all outstanding RSUs that are held by our non-employee directors as of immediately prior to the closing of the Recapitalization Transactions will fully vest.

As more fully described in the section entitled “Initial Grants under the Amended Plan”, Ms. Hyman and each of our other executive officers who becomes eligible to receive an Initial Grant must agree to forfeit all of their outstanding equity awards as of immediately prior to the closing of the Recapitalization Transactions in order to receive their Initial Grant. Although Initial Grants for executive officers other than Ms. Hyman have not been finalized, this Proxy Statement assumes that each executive officer will receive an Initial Grant and that they will each agree to forfeit all of their equity awards outstanding as of immediately prior to the Recapitalization Transactions, including any RSUs and options to acquire shares of the Company’s Common Stock (“Stock Options”).

Based on the assumptions described above under “—Certain Assumptions” and those described in the footnotes to the table below, the following table sets forth the number of unvested RSUs held by our non-employee directors as of September 5, 2025, and the estimated value our non-employee directors would receive for their unvested RSUs in connection with the Recapitalization Transactions based on a price per share of $8.48, which represents the implied conversion price in connection with the Recapitalization Transactions. As noted above, this Proxy Statement assumes that each executive officer will be eligible for an Initial Grant and that they will each agree to forfeit any RSUs and Stock Options held by them as of immediately prior to the closing of the Recapitalization Transactions. Accordingly, the table below does not reflect any unvested RSUs and unvested Stock Options held by our executive officers as of September 5, 2025. In addition, as noted above in the section entitled “—Certain Assumptions”, the below table does not forecast any additional equity award grants, issuances, vestings, or forfeitures that may occur prior to completion of the Recapitalization Transactions, and does not reflect the number of RSUs or PSUs that may be granted to our executive officers as Initial Grants.

In connection with the Recapitalization Transactions, Ms. Hyman and the Company entered into an amendment to her employment agreement (the “Amended Employment Agreement”) providing for a reduction in the amount of cash severance Ms. Hyman is eligible for upon a termination of her employment without cause, or due to death or disability, or a resignation for good reason. Pursuant to the terms of the Amended Employment Agreement, if Ms. Hyman’s employment is terminated without cause or, in specified cases, if she resigns for good reason during the one-year period following the closing of the Recapitalization Transactions, then she will be eligible for the following severance payments and benefits (subject to her execution of a release of claims):

Each of our executive officers other than Ms. Hyman is a participant in the Company’s Amended and Restated Executive Severance Plan (the “Severance Plan”). In the event that any of our executive officers who participates in the Severance Plan experiences a termination of employment without cause or resigns for good reason, in each case, during the period commencing 3 months prior to the closing of the Recapitalization Transactions and ending 12 months after the closing of the Recapitalization Transactions, then the executive officer will be eligible for the following severance payments and benefits (subject to their execution of a release of claims):

An estimate of the value of the severance payments and benefits described above that would become payable or provided to each of our executive officers under the Amended Employment Agreement, or the Severance Plan (as applicable) upon a termination of employment without cause or a resignation for good reason at the closing of the Recapitalization Transactions assuming that the Recapitalization Transaction closes in fiscal year 2025, is set forth in the table that follows. The amounts displayed in the following table for our non-NEO executive officers are provided in the aggregate.

Each of our executive officers is a participant in the Company’s Transaction Bonus Plan, as amended (the “Transaction Bonus Plan”), pursuant to which each executive officer will be eligible to receive a transaction bonus (each, a “Transaction Bonus”).

Each executive officer’s Transaction Bonus will be paid 25% at the closing of the Recapitalization Transactions (the “Closing Installment”), 6.25% on the 18-month, 24-month, 30-month and 36-month anniversaries of the closing of the Recapitalization Transactions (each, a “Semi-Annual Installment”), with the final 50% (the “Final Installment”) 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 Installment, based on the satisfaction of financial or stock price-based performance measures (as applicable), provided that the executive officer remains employed through the date each 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 executive officer terminates their employment prior to the applicable vesting date other than due to a termination of employment without cause, or due to death or disability, or a resignation for good reason. The Closing Installment will vest 25% on each of the first four anniversaries of the closing of the Recapitalization Transactions, the first Semi-Annual Installment will vest 33% on each of the second, third and fourth anniversary of the closing of the Recapitalization Transactions, the second and third Semi-Annual Installments will each vest 50% on each of the third and fourth anniversary of the closing of the Recapitalization Transactions, and the fourth Semi-Annual Installment will fully vest on the fourth anniversary of the closing of the Recapitalization Transactions.

If our executive officers each experience a termination of employment without cause or they resign for good reason at the closing of the Recapitalization Transactions, each executive officer will be entitled to retain their respective Closing Installment and will forfeit each Semi-Annual Installment and the Final Installment.

Based on the assumptions described above under “—Certain Assumptions” and those described in the footnotes to the table below, the below table sets forth the total amount of each executive officer’s Transaction Bonus and the value of their Closing Installment that will accelerate and vest if their employment is terminated without cause or they resign for good reason at the closing of the Recapitalization Transactions. The amounts displayed in the following table for our non-NEO executive officers are provided in the aggregate.

On February 27, 2025, the Compensation Committee approved a cash retention bonus program in respect of fiscal year 2025 (the “Retention Bonus Program”). The Retention Bonus Program generally provides that each executive officer will be eligible for a cash payment based (the “Retention Bonus”) (i) 50% on pre-determined Company performance metrics set by the Compensation Committee relating to growth in the Company’s active subscribers, and (ii) 50% on the executive officer’s continued employment through the end of each applicable fiscal quarter. However, if any executive officer’s employment is terminated by the Company without cause following the occurrence of a “transaction” (as defined in the Transaction Bonus Plan and which includes the Recapitalization Transactions), then, subject to satisfaction of a release of claims requirement, the executive officer will be eligible to receive 25% of the total target amount of their Retention Bonus (the “Accelerated Retention Bonus Amount”). The Accelerated Retention Bonus Amount for our executive officers, assuming that they experience a termination of employment without cause at the closing of the Recapitalization Transactions, is as follows: for Ms. Hyman, $375,000; for Mr. Thacker, $105,000; for Ms. Tam $105,000, and for our non-NEO executive officers in the aggregate, $158,750.

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of September 5, 2025, for:

The number of shares beneficially owned by each stockholder is determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power.

Applicable percentage ownership is based on 3,941,332 shares of Class A Common Stock and 155,699 shares of Class B Common Stock outstanding on September 5, 2025. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A Common Stock or Class B Common Stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of September 5, 2025 and shares of RSUs that are vested or will become vested within 60 days of September 5, 2025, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of all listed stockholders is our principal executive offices located at 10 Jay Street, Brooklyn, New York 11201.

The expense of printing and mailing proxy materials and the solicitation of proxies will be borne by us. We are soliciting proxies on behalf of the Board and will pay the related costs. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other employees by personal interview, e-mail or telephone. No additional compensation will be paid to our directors, officers or employees for such solicitation. Arrangements may also be made with brokers, banks, trustees and nominees for the forwarding of material to, and solicitation of proxies from, the beneficial owners of our securities held of record at the close of business on the Record Date by such persons. We will reimburse such brokers, banks, trustees and nominees and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our common stock.

The Company intends to use the services of D.F. King to assist in the solicitation of proxies and expects to pay market rates for such services, with an estimated fee of approximately $12,500, including expenses. As the Special Meeting approaches, certain stockholders may receive a telephone call from a representative of D.F. King if the stockholder’s votes have not yet been received.

Stockholders who would like to have a proposal considered for inclusion in the proxy materials for our 2026 Annual Meeting of Stockholders pursuant to Rule 14a-8 are required to submit the proposal in writing to our Secretary at Rent the Runway, Inc., 10 Jay Street, Brooklyn, New York 11201, by no later than January 22, 2026 and to otherwise comply with the SEC’s requirements for stockholder proposals.

Stockholders who would like to bring a proposal before our 2026 Annual Meeting of Stockholders, or to nominate directors for election, in accordance with the advance notice provisions of our Bylaws, must give timely written notice to our Secretary. To be considered timely, the notice must be delivered to our headquarters at least 90 days, but not more than 120 days, before the one-year anniversary of the previous year’s Annual Meeting of Stockholders. That means that to be timely, a notice must be received no later than April 9, 2026 nor earlier than March 10, 2026 (assuming the meeting is held not more than 30 days before or more than 60 days after July 8, 2026). The notice must comply with the requirements set forth in our Bylaws.

In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 11, 2026. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

We do not know of any other business that may be presented for consideration at the Special Meeting. If any other matters are properly presented at the Special Meeting or any adjournment thereof, the persons named on the proxy card will have discretion to vote on the matters in accordance with their best judgment.

Our SEC filings are available on the SEC’s website, http://www.sec.gov, or on our website, investors.renttherunway.com. Copies of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 as filed with the SEC (exclusive of exhibits and documents incorporated by reference) may also be obtained for free by emailing investors@renttherunway.com. Copies of exhibits and basic documents filed with the Annual

Report on Form 10-K or referenced therein will be furnished to stockholders upon written request made to Rent the Runway, Inc., 10 Jay Street, Brooklyn, New York 11201, Attention: Corporate Secretary or D.F. King, our proxy solicitor (telephone number (888) 280-6942 or email RENT@dfking.com). A reasonable fee will be charged for copies of such documents.

No information on our website is incorporated by reference in or considered to be a part of this Proxy Statement.