RENT on Nasdaq

Rent The Runway

Logo: renttherunway.com4

Online service that provides designer dress and accessory rentals

Rent the Runway is an American e-commerce platform that allows users to rent, subscribe, or buy designer apparel and accessories. It was founded in November 2009 by Jennifer Hyman and Jennifer Fleiss and is based in New York City.3 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$43.8MRevenue, fiscal 20265
$22.6MNet income, fiscal 20265
2009Founded1

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  • TickerRENT on Nasdaq1
  • Industrye-commerce1
  • HeadquartersNew York City1
  • Websitewww.renttherunway.com
  • Incorporated inDE6
  • Business address10 Jay St, Brooklyn, Ny 112016
  • Filer category, Emerging growth company6
Rent The Runway image from its website
Image: renttherunway.com4

Rent the Runway is an American e-commerce platform that allows users to rent, subscribe, or buy designer apparel and accessories. It was founded in November 2009 by Jennifer Hyman and Jennifer Fleiss and is based in New York City.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-131.3%Operating margin5
51.6%Net margin5
7.6%Revenue growth, 20265

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue80¢$88.5M
  • Income tax0¢$100.0K
  • Profit20¢$22.6M

Out of $43.8M in revenue.5

Where each dollar of operating cash went, fiscal 2026

  • Kept or used elsewhere100¢$3.5M

Out of $3.5M of cash from operations.5

Financial statements

Revenue91011125$43.8M in 2026+104% since 2020
0$20.0M$40.0M$60.0M2020: $21.5M$21.5M20202021: $21.6M$21.6M2021+0%2022: $17.5M$17.5M2022−19%2023: $27.8M$27.8M2023+59%2024: $33.3M$33.3M2024+20%2025: $40.7M$40.7M2025+22%2026: $43.8M$43.8M2026+8%
Operating income91011125-$57.5M in 2026−56% since 2020
-$150.0M-$100.0M-$50.0M02020: -$130.0M-$130.0M20202021: -$130.5M-$130.5M2021+0%2022: -$125.9M-$125.9M2022−4%2023: -$103.6M-$103.6M2023−18%2024: -$80.0M-$80.0M2024−23%2025: -$47.5M-$47.5M2025−41%2026: -$57.5M-$57.5M2026+21%
Net income91011125$22.6M in 2026
-$300.0M-$200.0M-$100.0M0$100.0M2020: -$153.9M-$153.9M20202021: -$171.1M-$171.1M2021+11%2022: -$211.8M-$211.8M2022+24%2023: -$138.7M-$138.7M2023−35%2024: -$113.2M-$113.2M2024−18%2025: -$69.9M-$69.9M2025−38%2026: $22.6M$22.6M2026

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2026-01-312025-01-312024-01-31
Subscription and Reserve rental revenue$286.0M$265.5M$264.9M
Other revenue$43.8M$40.7M$33.3M
Total revenue, net$329.8M$306.2M$298.2M
Fulfillment$88.5M$82.8M$86.0M
Technology$39.3M$35.7M$49.1M
Marketing$27.0M$28.2M$31.2M
General and administrative$88.8M$86.8M$101.6M
Rental product depreciation and revenue share$133.8M$107.5M$92.5M
Other depreciation and amortization$9.9M$12.5M$14.7M
Restructuring charges$0$200.0K$2.0M
Loss on asset impairment related to restructuring$0$0$1.1M
Total costs and expenses$387.3M$353.7M$378.2M
Operating loss-$57.5M-$47.5M-$80.0M
Gain on Debt Restructuring$96.3M$0$0
Interest income / (expense), net-$20.3M-$24.2M-$33.7M
Other income / (expense), net$4.2M$2.1M$700.0K
Net income (loss) before income tax benefit / (expense)$22.7M-$69.6M-$113.0M
Income tax benefit / (expense)-$100.0K-$300.0K-$200.0K
Net income (loss)$22.6M-$69.9M-$113.2M
Net income (loss) per share attributable to common stockholders, basic$1.89-$17.62-$31.52
Net income (loss) per share attributable to common stockholders, diluted$1.88-$17.62-$31.52
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic12.0M shares4.0M shares3.6M shares
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted12.0M shares4.0M shares3.6M shares

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Corporate structure

Rent The Runway sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Rent The Runway

  • Rent The Runway New York City

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Rent The Runway reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$24.0M5 Jan 31, 2026$28.3M5 Jan 31, 2025−15.2%
Operating-lease assets (leased space)$29.3M5 Jan 31, 2026$32.1M5 Jan 31, 2025−8.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$50.4M5 Jan 31, 2026$77.4M5 Jan 31, 2025−34.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.0M5 Jan 31, 2026$2.4M5 Jan 31, 2025−16.7%
Accumulated amortization$20.4M5 Jan 31, 2026$19.1M5 Jan 31, 2025+6.8%
Finite-lived intangibles, net$1.5M5 Jan 31, 2026$1.6M12 Jan 31, 2025−6.2%

Properties, in its own words

Our corporate headquarters is located in Brooklyn, New York under a lease that expires in November 2032. This lease consists of approximately 71,000 square feet of space, of which we sublease (or have available to sublease) approximately 47,000 square feet to other parties. We also lease and operate two fulfillment centers in Secaucus, New Jersey and Arlington, Texas under leases that expire in August 2029 and May 2030, respectively. We also lease commercial spaces in New York City and Galway, Ireland.

We believe our facilities are suitable for our current needs. We intend to expand our facilities or add new facilities as we grow and believe that suitable additional or alternative space will be available as needed to accommodate such growth.

Item 2 of the 10-K filed Apr 14, 2026.16

The story

Founded by Jennifer Hyman in 2009.1

In 2007, Hyman and Fleiss met as sectionmates at Harvard Business School. They regularly met up to discuss entrepreneurial ideas, one of which was Rent the Runway. After seeing her sister overspend on an expensive new dress for a wedding, Hyman had the idea of offering dress rentals for women for special events. Long term, her plan was to offer women unlimited access to a designer closet they could rent from on-demand. Early on, Hyman and Fleiss pitched the idea to designer Diane von Fürstenberg as a rental service for her brand's website. She was initially uninterested, and suggested that instead they create their own multi-brand retail site. Hyman and Fleiss took her advice, and Fürstenberg signed on as one of the company's first designer partners. In 2009, the company received publicity from an article published in The New York Times. In 2016, the company began offering everyday clothing through a subscription model.

The company has received over $400 million in venture capital from investors including Fidelity, Franklin Templeton, TCV, Bain Capital Ventures, Highland Capital Partners, American Express, and T. Rowe Capital. In 2015, the company suffered negative press after the departure of several executives such as CTO Camille Fournier and Linda Honan (now of BBDO). However, it was reported to have a positive bounce back by the end of 2016 with a Series E venture investment from Fidelity Investments and the launch of new physical retail shops. In 2017, Fleiss left the company to co-found Jetblack, a concierge shopping service. Fleiss remained on the board and Hyman remained as CEO. In March 2019, Rent the Runway received a new round of financing that increased its valuation to the unicorn level of $1 billion.

In September 2023, Rent The Runway profitability began to decline, as sales were reported as failing to meet soaring consumer demand after a disappointing quarter. In October 2023, CreditRiskMonitor reported that Rent the Runway was nearing a potential Chapter 11 bankruptcy filing.

In October 2025, Rent the Runway completed a recapitalization that reduced its outstanding debt to approximately $120 million, extended its maturity to 2029, and raised new capital through a combination of equity conversion and investor funding. The transaction included participation from Aranda Principal Strategies, STORY3 Capital Partners, and Nexus Capital Management, alongside a rights offering that generated an additional $12.5 million in proceeds.

In September 2026, Rent the Runway appointed Paige Thomas as chief executive officer, succeeding interim CEO Teri Bariquit, who became non-executive chair of the board. Thomas had joined the company as chief commercial officer earlier that year after previously serving as president and CEO of Saks Off 5th.

From Wikipedia’s article on Rent the Runway, shared under CC BY-SA 4.0.7

Leadership

Who has led Rent The Runway, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (30)

Products and brands

The company offers clothes from over 700 designers, in sizes ranging from 00 to 22. In addition to garments for events, the company also rents everyday clothing, children's clothing, ski apparel, home décor, and accessories, including jewelry and handbags. The company offers several subscription plans at varying prices, that can be customized. According to the company, as of 2019 subscriptions account for 75% of its business.

Customers can also rent clothes for a 4- or 8-day period without signing up for a subscription as part of the company's Reserve program. Each rental includes a back-up size at no additional cost to ensure it fits. Customers can get a second style for an additional fee. Rental prices include the dry cleaning and care of the garments. In 2021, the company began allowing anyone to buy items secondhand from its site without a membership. Subscribers have had the option to buy items they rented since 2016.

Rent the Runway had physical locations in New York City, Washington, D.C., Chicago, San Francisco, and Los Angeles, where customers could work with a personal stylist, and either take items directly with them or book dresses and accessories for future events. In August 2020, the company announced it would be closing all five of its retail locations, in order to focus on digital subscriptions, and would be adding more drop box locations.

According to the company, it has the biggest dry cleaning operation in the United States and possibly the world, processing 2,000 items per hour (as of 2018). The company has distribution warehouses in Secaucus, New Jersey, and Arlington, Texas.

Read the full text

In September 2019, Rent the Runway experienced an 11-day operational glitch and temporarily stopped accepting new customers. The company resumed regular operations on October 15, 2019, after implementing system upgrades.

From Wikipedia’s article on Rent the Runway, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Rent the Runway Limited Ireland8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 14, 20268-K Other events53
  2. Sep 30, 20268-K Other events54
  3. Sep 16, 2026New chief executive Paige L. Thomas becomes CEO17
  4. Sep 15, 20268-K Regulation FD disclosure55
  5. Sep 11, 20268-K Results of operations56
  6. Sep 11, 20268-K Entered a material agreement; Unregistered sale of shares57
  7. Sep 4, 20268-K Entered a material agreement; Unregistered sale of shares58
  8. Sep 1, 20268-K Entered a material agreement59
  9. Aug 13, 20268-K Bylaws or fiscal year changed60
  10. Jul 16, 20268-K Executive or director change; Bylaws or fiscal year changed; Shareholder vote61
  11. Jun 3, 20268-K Results of operations62
  12. May 21, 20268-K Executive or director change; Regulation FD disclosure63
  13. May 13, 20268-K Executive or director change; Regulation FD disclosure64
  14. Oct 26, 2021New chief executive Jennifer Hyman becomes CEO1
  15. 2009Founded Founded1

Calendar

Coming up

  1. Dec 11, 2026Reports results for the quarter ending Oct/202665

When it reported results

  1. Sep 11, 2026Reported quarterly or annual results56
  2. Jun 3, 2026Reported quarterly or annual results62
  3. Apr 14, 2026Reported quarterly or annual results66
  4. Dec 12, 2025Reported quarterly or annual results67
  5. Sep 11, 2025Reported quarterly or annual results68
  6. Jun 5, 2025Reported quarterly or annual results69
  7. Apr 15, 2025Reported quarterly or annual results70
  8. Dec 9, 2024Reported quarterly or annual results71

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

736 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 54 major events, 340 insider forms, 39 large holders, 283 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Sep 30, 2026EFFECT EDGAR
  3. Sep 30, 20268-K EDGAR
  4. Sep 30, 2026424B3 EDGAR
  5. Sep 28, 20264 EDGAR
  6. Sep 28, 2026S-1/A EDGAR
  7. Sep 18, 2026144 EDGAR
  8. Sep 16, 20264 EDGAR
  9. Sep 16, 20264 EDGAR
  10. Sep 16, 20264 EDGAR
  11. Sep 15, 20268-K EDGAR
  12. Sep 14, 2026144 EDGAR
  13. Sep 11, 2026S-8 EDGAR
  14. Sep 11, 202610-Q EDGAR
  15. Sep 11, 20268-K EDGAR
  16. Sep 11, 2026SCHEDULE 13D/A EDGAR
  17. Sep 11, 2026SCHEDULE 13D/A EDGAR
  18. Sep 11, 2026SCHEDULE 13D/A EDGAR
  19. Sep 11, 2026S-1 EDGAR
  20. Sep 11, 20268-K EDGAR

The 736 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

252 open-market trades by officers, directors and large owners since October 2021: 7 buys and 245 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 25, 2026Fonseca Dhiren R.DirectorSale13,000$1.70$22.1KForm 4
Sep 24, 2026Fonseca Dhiren R.DirectorSale62,000$1.70$105.4KForm 4
Sep 14, 2026Fonseca Dhiren R.DirectorSale25,132$1.94$48.8KForm 4
Jul 24, 2026Fonseca Dhiren R.DirectorSale34,516$2.99$103.2KForm 4
Sep 16, 2025Rau AndrewChief Supply Chain OfficerSale775$4.89$3.8KForm 4
Sep 16, 2025Tam Sarah KChief Merchant OfficerSale863$4.89$4.2KForm 4
Sep 16, 2025Schembri CaraChief Legal & Admin. OfficerSale797$4.89$3.9KForm 4
Sep 16, 2025Hyman JenniferCo-Founder, CEO & PresidentSale6,128$4.89$30.0KForm 4
Sep 16, 2025Thacker SiddharthChief Financial OfficerSale1,948$4.89$9.5KForm 4
Aug 4, 2025Thacker SiddharthChief Financial OfficerSale399$4.51$1.8KForm 4
Aug 4, 2025Rau AndrewChief Supply Chain OfficerSale41$4.51$185Form 4
Aug 4, 2025Tam Sarah KChief Merchant OfficerSale331$4.51$1.5KForm 4
Aug 4, 2025Schembri CaraChief Legal & Admin. OfficerSale262$4.51$1.2KForm 4
Aug 4, 2025Hyman JenniferCo-Founder, CEO & PresidentSale4,544$4.51$20.5KForm 4
Jun 17, 2025Rau AndrewChief Supply Chain OfficerSale803$4.77$3.8KForm 4
Jun 17, 2025Thacker SiddharthChief Financial OfficerSale2,019$4.77$9.6KForm 4
Jun 17, 2025Schembri CaraChief Legal & Admin. OfficerSale826$4.77$3.9KForm 4
Jun 17, 2025Hyman JenniferCo-Founder, CEO & PresidentSale6,352$4.77$30.3KForm 4
Jun 17, 2025Case BeckySVP, EngineeringSale758$4.77$3.6KForm 4
Jun 17, 2025Tam Sarah KChief Merchant OfficerSale895$4.77$4.3KForm 4

All 252 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jennifer HymanCo-founder, Former Chief Executive Officer and President$750.0K$12.6M88
2025Sid ThackerChief Financial Officer49$550.0K$3.1M88
2025Sarah TamChief Merchant Officer52$500.0K$3.0M88
2024Jennifer HymanCo-founder, Former Chief Executive Officer and President$650.0K$2.5M88
2024Sid ThackerChief Financial Officer49$475.0K$1.2M88
2024Sarah TamChief Merchant Officer52$500.0K$1.1M88

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 52. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.829,245$2.6M0.0%+445,111
Vanguard Capital Management LLC654,002$2.1M0.0%−999
Geode Capital Management, LLC399,826$1.3M0.0%+102,663
Technology Crossover Management VIII, Ltd.197,481$622.1K0.2%No change
Ares Management LLC169,383$533.6K0.0%No change
Vanguard Fiduciary Trust Co140,407$442.3K0.0%+4,953
State Street Corp111,897$352.5K0.0%+30,800
Northern Trust Corp101,193$318.8K0.0%+47,172
CastleKnight Management LP96,655$304.5K0.0%No change
Vanguard Portfolio Management LLC54,572$171.9K0.0%New
Bridgeway Capital Management, LLC45,918$144.6K0.0%+9,200
UBS Group AG41,135$129.6K0.0%+24,892
New York State Common Retirement Fund32,300$101.7K0.0%New
Two Sigma Investments, LP29,054$91.5K0.0%−50,596
Marshall Wace, Llp28,919$91.1K0.0%−56,126
Charles Schwab Investment Management Inc20,609$64.9K0.0%New
Bank of New York Mellon Corp12,645$39.8K0.0%New
XTX Topco Ltd11,077$34.9K0.0%−24,791
Romano Brothers And Company11,000$34.6K0.0%No change
Nuveen, LLC10,987$34.6K0.0%New
Fmr LLC10,804$34.0K0.0%New
Abel Hall, LLC10,582$33.3K0.0%New
Vanguard Global Advisers, LLC10,300$32.4K0.0%No change
Wells Fargo & Company/mn7,321$23.1K0.0%+7,021
Rhumbline Advisers6,273$19.8K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Rent The Runway is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRent the Runway, Inc.2
  • CIK0001468327
  • Employer ID (EIN)80-037637916
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsJanuary 312
  • Industry code (SIC)5990 Retail-Retail Stores, NEC2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address10 Jay St, Brooklyn, NY 112012
  • Phone21252468602
  • Shares outstanding33,419,413 Common Class A shares; 0 Common Class B shares as of Apr 2, 202616
  • Public float$15.0M as of Jul 31, 202516
  • AuditorPricewaterhouseCoopers LLP, New York, New York PCAOB ID 238; no auditor attestation of internal control over financial reporting16
  • On EDGAR sinceJul 20, 20092
  • Filings752 in all: 4 (297), 144 (207), 8-K (54), 3 (38), 10-Q (15), SC 13G/A (12), CORRESP (10), SC 13G (10)2
    All 40 form types

    S-8 (9), UPLOAD (9), DEF 14A (8), DEFA14A (8), D (6), SCHEDULE 13D/A (6), 10-K (5), 4/A (5), EFFECT (5), ARS (4), PRE 14A (4), S-1 (4), S-1/A (4), SCHEDULE 13G/A (4), 424B3 (3), DRSLTR (3), SCHEDULE 13D (3), 144/A (2), DRS/A (2), SC 13D/A (2), SC TO-I/A (2), 424B4 (1), 424B5 (1), 8-A12B (1), CERT (1), D/A (1), DRS (1), S-1MEF (1), S-3 (1), SC 13D (1), SC TO-I (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Apr 14, 2026
    Quarterly report (10-Q) Sep 11, 2026
    Proxy statement (DEF 14A) Jun 1, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.001 per shareRENTNasdaq

From the cover page of the 10-K filed Apr 14, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Rent The Runway names in Item 1A of its 10-K filed Apr 14, 2026: 63 risks under these headings, as written.16

  • Risks Related to the Recapitalization Transactions
  • We may fail to realize all of the anticipated benefits of the Recapitalization Transactions, or those benefits may be short-lived or insufficient for our future needs.
  • In connection with the Recapitalization Transactions, we entered into a new credit agreement, which includes covenants that could restrict our operations or our ability to pursue growth strategies and initiatives, and failure to comply with these covenants could have a material adverse effect on our business, financial condition and results of operations.
  • Failure to manage our Board transition and related changes could materially adversely affect our business.
  • Risks Related to Our Business and Industry
  • If we are unable to drive future growth or manage our growth effectively, our brand, Company culture, and financial performance may suffer.
  • The global fashion industry is highly competitive and rapidly changing, and we may not be able to compete effectively.
  • We rely on consumer discretionary spending and have been, and may in the future be, adversely affected by economic downturns and other macroeconomic conditions or trends.
  • Our continued growth depends on our ability to attract new, and retain existing, customers, which may fluctuate based on our level of investment and success in our organic and paid marketing initiatives. If we are unable to cost-effectively grow our customer base, our business, financial condition and results of operations would be harmed.
  • If we fail to retain customers, our business, financial condition, and results of operations would be harmed.
  • We have a history of losses, and we may be unable to achieve or sustain profitability.
  • If we fail to anticipate and respond successfully to new and changing fashion trends and consumer preferences and accurately forecast consumer demand, our business could be harmed.
The other 53 risks
  • Shipping and logistics are a critical part of our business and our supply chain and any changes or interruptions in shipping or logistics operations could adversely affect our operating results.
  • If we are unable to acquire and manage our products effectively and plan for future expenses, our operating results could be adversely affected.
  • If we fail to maintain and enhance our brand, our ability to attract and retain customers will be impaired and our business, financial condition, and results of operations may suffer.
  • If we are not able to continue to improve our website and mobile app performance, keep pace with technological changes or consumer expectations, enhance our current offerings, and develop new offerings in a timely way to respond to the changing needs of partners and customers, our business, financial performance, and growth may be harmed.
  • Our use of AI may subject us to new or heightened legal, regulatory, ethical, operational or other challenges.
  • We rely heavily on the effective operation of our proprietary technology systems and software, as well as those of our third-party vendors and service providers, for our business to effectively operate and to safeguard confidential information.
  • Any significant technology disruption or failure, cyberattack or data security incident could adversely affect our business, financial condition and operations.
  • Our e-commerce business faces distinct risks, such as fulfillment of orders, and our failure to successfully manage these risks could have a negative impact on our profitability.
  • Our quarterly and annual results of operations may fluctuate, which may make it difficult to predict our future performance.
  • We face risks arising from cost-cutting and restructuring of our operations, which could adversely affect our financial condition, results of operations, cash flows, or business reputation.
  • We rely on the experience and expertise of our Co-Founder and Chief Executive Officer, senior management team, key technical and strategic employees and hourly personnel.
  • We believe that our Company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
  • Material changes in the pricing practices of our brand and manufacturing partners and/or the costs of raw materials could negatively impact our profitability.
  • Our business is affected by seasonality.
  • We may require additional capital to support the growth of our business and satisfy our debt obligations, and this capital might not be available on acceptable terms, if at all.
  • Our level of indebtedness could have a material adverse effect on our ability to generate sufficient cash to fulfill our obligations under such indebtedness, to react to changes in our business and to incur additional indebtedness to fund future needs.
  • Our New Credit Agreement contains covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our business, financial condition and results of operations.
  • The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.
  • As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our Class A common stock.
  • Strategic investments, partnerships, alliances, or acquisitions could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.
  • Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • Scrutiny and evolving expectations from consumers, investors, regulators, policymakers, employees and other stakeholders regarding environmental, social and governance matters may adversely impact our business and reputation.
  • The estimates of market opportunity and forecasts of market growth included in our public disclosures may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.
  • The COVID-19 pandemic had a material adverse impact on our business. Other future pandemics or public health crises may have a similar adverse impact on our business.
  • Expansion of our operations internationally requires management attention and resources, involves additional risks, and may be unsuccessful.
  • Risks Related to Our Legal and Regulatory Environment
  • We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets, and we could face criminal liability and other serious consequences for violations, which could harm our business.
  • From time to time, we may be subject to claims, legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results.
  • Failure to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively.
  • We may incur costs to defend against, face liability or be vulnerable to intellectual property infringement, misappropriation, and other claims and allegations brought against us by others, which could result in substantial damages and diversion of management’s efforts and attention.
  • Our use of third-party open-source software could adversely affect our ability to offer our products and offerings and subjects us to possible litigation.
  • We are subject to rapidly changing and increasingly stringent laws, industry standards and consumer expectations relating to data privacy, data security, data protection, and consumer protection. The restrictions, obligations and costs imposed by these laws, or our actual or perceived failure to comply with them, could materially impair our ability to grow our business and negatively impact the results of our operations and subject us to liabilities that adversely affect our business, operations, and financial performance.
  • We could incur significant liabilities related to, and significant costs in complying with, environmental, health and safety laws and regulations.
  • Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset taxable income or taxes may be limited.
  • Changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.
  • Risks Related to Our Dependence on Third Parties
  • We face risks associated with brand and manufacturing partners from whom our products are sourced or co-manufactured.
  • We rely on third parties to provide the payment processing infrastructure underlying our business. If these third-party providers become unavailable or unavailable on favorable terms, our business could be adversely affected.
  • Our business relies on third-party cloud infrastructures, and any disruption of, or interference with, our use of cloud infrastructures could adversely affect our business, financial condition or results of operations.
  • We depend on search engines, social media platforms, mobile application stores, content-based and cross-context behavioral online advertising and other online sources to attract consumers to and promote our website and our mobile application, which may be affected by third-party actions or interference beyond our control and, as we grow, our marketing and/or customer acquisition costs may continue to rise.
  • Any failure by us, our brand partners, third-party manufacturers, or marketing partners to comply with our vendor code of conduct, product safety, labor, or other laws, or to provide safe factory conditions for their workers, may damage our reputation and brand, and harm our business.
  • We may incur significant losses from fraud.
  • If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business.
  • Risks Related to Ownership of Our Class A Common Stock
  • We are currently noncompliant with Nasdaq Listing Rule 5605(c)(2)(A), which requires listed companies to have at least three audit committee members.
  • We are an “emerging growth company” and a “smaller reporting company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Class A common stock less attractive to investors.
  • Our share price may be volatile, and our investors may be unable to sell shares at or above the price they paid for them.
  • Our management has broad discretion in the use of our cash resources and may not use them effectively.
  • Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.
  • Future sales of our common stock in the public market could cause our share price to fall.
  • Our shares of Class A common stock are listed on the Nasdaq Global Market, and we are a “controlled company” within the meaning of the rules and listing standards of The Nasdaq Stock Market LLC (Nasdaq). As a result, we rely on exemptions from certain corporate governance requirements. Our stockholders do not have the same protections as those afforded to stockholders of companies that are not “controlled,” which could make our Class A common stock less attractive to investors or otherwise harm our stock price.
  • Certain provisions in our corporate charter documents and under Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us, and the trading price of our Class A common stock may be lower as a result.
  • Our Amended Charter designates the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • Our Amended Charter provides that the doctrine of “corporate opportunity” does not apply with respect to any directors (or their affiliates) who are not our employees.
  • The effects of climate change and related regulatory, customer and investor responses may adversely impact our business.

Legal proceedings

The information contained in “Note 17 — Commitments and Contingencies” in the Notes to the Consolidated Financial Statements is incorporated by reference into this Item.

The opening of Item 3, Legal Proceedings.16

Sources

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