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 and Class B common stock.

This proxy statement will be released on or about April [ • ], 2023February [•], 2024 to our stockholders on the Record Date. On the same date, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

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, statements regarding the benefits and costs ofproposed reverse stock split, our proposed stock option exchange, future performance and results of operations, our business objectives, transitioncompliance with the continued listing requirements of the Chief Financial Officer role,Nasdaq Capital Market and our strategy. 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 were 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 our ability to manage our growth effectively; the highly competitive and rapidly changing nature of the global fashion industry; our ability to cost-effectively grow our customer base; any failure to retain customers; risks related to the COVID-19 pandemic and other future pandemics or public health crises; risks related to shipping, logistics and our supply chain; our ability to accurately forecast customer demand, 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; our ability to remediate our material weaknesses in our internal control over financial reporting; laws and regulations applicable to our business; failure by us 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 for elements of the 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; and risks related to our Class A capital stock and ownership structure.

Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from the Company'sCompany’s expectations is included in our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2022, as will be updated by our Annual Report on Form 10-K for the year ended January 31, 2023 and as may be further updated from time to time in our filings with the Securities and Exchange Commission. 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.

We are sending you this proxy statement because the Board of Directors of Rent the Runway is inviting you to vote (by soliciting your proxy) at our Special Meeting of Stockholders on June 7, 2023March 21, 2024 at 9:008:30 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 April 14, 2023,January 29, 2024, the record date, are entitled to attend and vote at the Special Meeting. There were approximately [ • ]67,812,037 shares of Class A common stock and [ • ]3,098,580 shares of Class B common stock outstanding on April 14, 2023January 29, 2024 and entitled to vote.

The meeting webcast will begin promptly at 9:008:30 a.m. Eastern Time, and will be accessible at www.virtualshareholdermeeting.com/RENT2023SM.RENT2024SM. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:4515 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 Class A and Class B common stock will vote together as a single class on all matters to be voted upon at the Special Meeting.

If, on April 14, 2023,January 29, 2024, your Rent the Runway shares were registered directly in your name with our transfer agent, American Stock Transfer &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 April 14, 2023,January 29, 2024, your shares were held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. 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 banks and brokers.

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 meeting that are pertinent to the matters presented at the meeting. We will not discuss the Company’s business in the Q&A session.

Only stockholders of record as of the record date for the Special Meeting 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/RENT2023SMRENT2024SM 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 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 8:307:00 a.m. Eastern Time on June 7, 2023.

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 June 6, 2023.March 20, 2024. 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 at the Special Meeting on June 7, 2023.March 21, 2024. You will also be able to vote by attending and voting at the virtual Special Meeting on June 7, 2023.March 21, 2024. 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 or other nominee, and you do not instruct your broker or other nominee how to vote your shares, your broker or other nominee may still be able to vote your shares in its discretion. In this regard, brokers and other securities intermediaries 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. Proposal No. 1 (Option Exchange)(the Reverse Stock Split Proposal) and Proposal No. 2 (the Adjournment Proposal) are

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 nothe effect onof a vote against the approval of the stock option exchange proposal orReverse Stock Split Proposal. Abstentions will have no effect on 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 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, American Stock Transfer &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 June 7, 2023March 21, 2024 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 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 in 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.

We plan to announce preliminary voting results at the Special Meeting and will report the final voting results in a current report on Form 8-K within four business days of 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.

Our Board has adopted and is recommending that our Board, on the recommendationstockholders approve amendments to our Twelfth Amended and Restated Certificate of our Compensation Committee, authorizedIncorporation (the “Amendments”) to effect a one-timereverse stock option exchange (the “Option Exchange”) for current employees and directors and certain consultants (“eligible participants”) who hold options to purchasesplit of our Class A common stock and/orand Class B common stock subject(collectively, “common stock”) at a ratio ranging from any whole number between 1-for-5 and 1-for-30, with the exact ratio within such range to stockholder approval¹be determined by the Board in its discretion (the “reverse stock split”). We are now seeking stockholder approvalPursuant to the law of the Option Exchange. If implemented,State of Delaware, our state of incorporation, the Option ExchangeBoard of Directors must adopt any amendment to our Certificate of Incorporation and submit the amendment to stockholders for their approval. The form of proposed Amendments, one of which would permit eligible participantsbe filed with the Secretary of State of the State of Delaware, is attached to surrender anythis proxy statement as Appendix A.

By approving this proposal, stockholders will approve alternative Amendments pursuant to which a whole number of outstanding stock options for cancellation in exchange for the grant of new restricted stock units (“RSUs”) representing the right to receive shares of our Class A common stock underand Class B common stock between five (5) and thirty (30), inclusive, would be combined into one share of our AmendedClass A common stock and Restated 2021 Incentive Award Plan,Class B common stock, as amendedapplicable. Upon receiving stockholder approval, the Board will have the authority, but not the obligation, in its sole discretion, to elect, without further action on the part of the stockholders, whether to effect the reverse stock split and, if so, to determine the reverse stock split ratio from timeamong the approved range described above and to time (the “2021 Plan”).effect the reverse stock split by filing a Certificate of Amendment with the Secretary of State of the State of Delaware, and all other amendments will be abandoned. The Board may also elect not to effect any reverse stock split.

The ratioBoard’s decision as to whether and when to effect the reverse stock split will be based on a number of factors, including market conditions, the historical, existing and expected trading price of our Class A common stock, the anticipated impact of the reverse stock split on the trading price and number of holders of our Class A common stock, and the continued listing requirements of The Nasdaq Capital Market. Although our stockholders may approve the Reverse Stock Split Proposal, we will not effect the reverse stock split if the Board does not deem it to be in the best interests of the Company and its stockholders.

Because the reverse stock split will decrease the number of outstanding options to be surrendered in exchange for each replacement RSU (the “Exchange Ratio”), as described below under “Exchange Ratio”, will be intended to result in “value for value” exchange, with the accounting fair valueshares of new RSUs received expected to be 90-100% of the fair value of the options surrendered in the Option Exchange, as determined assuming all eligible options are exchanged. The Exchange Ratio, which we anticipate to beour Class A common stock and Class B common stock by a ratio in the range of between 1.6 and 2.41-for-5 to 1.0, will be established shortly before1-for-30 but would not effect a decrease to the conclusionnumber of the Option Exchange based on the weighted average fair value of all stock options (calculated using the Black-Scholes model in compliance with ASC Topic 718). We expect to recognize minimal incremental compensation expense as a result of the Option Exchange over the life of the replacement RSUs.

On January 23, 2024, the Board approved the proposed Amendments to effect the reverse stock split for the following reasons. The Board believes that:

The Board believes that stockholder approval of a range of ratios (as opposed to a single reverse stock split ratio) is in the best interests of our Company and stockholders because it is not possible to predict market conditions at the time that the reverse stock split would be effected. We have significantly evolvedbelieve that a range of reverse stock split ratios provides us with the most flexibility to achieve the desired results of the reverse stock split. The reverse stock split ratio to be selected by our business overBoard will be a whole number in a range of 1-for-5 to 1-for-30. The Board can only authorize the past several years, particularly driving efficiencies in filing of one reverse stock split amendment and all other reverse stock split Amendments will be abandoned. The Board also has the authority to abandon all reverse stock split Amendments.

We believe we can drive future growth by investing in and improvingthat granting the customer experience. Our goalBoard the authority to set the ratio for the reverse stock split is essential because it allows us to make customers’ time spent with Rent the Runway as efficient and delightful as possibletake these factors into consideration and to continuereact to investchanging market conditions. If our Board chooses to implement the reverse stock split, we will make a public announcement regarding the determination of the reverse stock split ratio.

Stockholders should note that the depth of our buys.

We believe that the reverse stock split may result in greater liquidity for our stockholders. However, it is also possible that such liquidity could be adversely affected by the reduced number of shares outstanding after the reverse stock split, particularly if the price of our Class A common stock on Nasdaq on April 10, 2023 was $3.05, whereasdoes not increase as a result of the weighted average exercise pricereverse stock split.

If the stockholders approve this proposal and approximately 91% of thosethe Board implements the reverse stock options had per-share exercise prices of $5.38 or higher.

If the reverse stock split is approved and effected, each holder of our Class A common stock and Class B common stock outstanding immediately prior to the effectiveness of the reverse stock split will own a reduced number of shares of our Class A common stock or Class B common stock, as applicable, upon effectiveness of the reverse stock split. The reverse stock split will be effected simultaneously for all issued and outstanding shares of Class A common stock and Class B common stock and the Board subsequently authorized,reverse stock split ratio will be the Option Exchange program.

The Option Exchange may reduce dilution and replenish equity plan reserves. Stock options generally have a more dilutive impact than full value awards such as RSUs. We believe that the Option Exchange can help reduce unproductive dilution and also replenish the shares available under our 2021 Plan pursuant to its terms, asreverse stock split will not affect the number of optionauthorized shares surrendered is expected to exceedor the par value of our capital stock, which will remain at 300,000,000 shares of Class A common stock, par value $0.001 per share, 50,000,000 shares of Class B common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share (collectively, our “capital stock”). Although the number of replacement RSUs awardedauthorized shares of capital stock will not change as a result of the reverse stock split, the number of shares of our Class A common stock and Class B common stock issued and outstanding will be reduced in proportion to the ratio selected by the Board. Thus, the reverse stock split will effectively increase the number of authorized and unissued shares of our Class A common stock and Class B common stock available for future issuance by the amount of the reduction effected by the reverse stock split. The purpose of the relative increase in the Option Exchange, allowing usamount of authorized and unissued shares of our Class A common stock and Class B common stock is to haveallow our Company the ability to makeissue additional equity award grantsshares of Class A common stock and Class B common stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our Company’s stockholders to approve an increase in the authorized number of shares of common stock each time any such an action is contemplated. If the proposed Amendments are approved and a reverse stock split is implemented, all or any of the authorized and unissued shares of Class A common stock and Class B common stock may be issued in the future if determined appropriatefor such corporate purposes and such consideration as the Board deems advisable from time to time, subject to any limitations in our Twelfth Amended and Restated Certificate of Incorporation, without further action by our Compensation Committee or Board. Based on our current estimates, and assuming that all eligible options were exchanged in the program and a ratio at the midpointstockholders of our anticipated rangeCompany and without first offering such shares to our stockholders. When and if additional shares of 2.0 to 1, thereClass A common stock are issued, these new shares would be:

In addition, we have issued to third party investors and others warrants to purchase shares of our Class A common stock. As of January 29, 2024, we had issued and outstanding warrants to purchase up to [•] shares of our Class A common stock. If the Reverse Stock Option Exchange

Our Board has also authorized the Option ExchangeCompany to effect any other changes to the Equity Plans or warrants as necessary, desirable or appropriate to give effect to the reverse stock split, including any applicable technical, conforming changes.

The chart below outlines the capital structure as described in this proposal and prior to and immediately following a possible reverse stock split if the reverse stock split is approved, the offer to surrender eligible options in exchange for replacement RSUs is expected to commence shortly after the Special Meeting. Our Board, Compensation Committeeeffected at a ratio of 1-for-5, 1-for-10, 1-for-15, 1-for-20, 1-for-25, or senior management may, in their sole discretion, determine to postpone the actual start date1-for-30 based on share information as of the Option Exchangeclose of business on January 25, 2024. The below chart does not give effect to a date within 12 monthsthe treatment of fractional shares following the datereverse stock split and does not give effect to any other changes, including any issuance of stockholder approval of this proposal or determine not to effect the Option Exchange at all.securities, after January 25, 2024.

If the proposed Amendments are approved by the Company’s stockholders and the Board determines to effect the reverse stock split, the reverse stock split will become effective at 5:00 p.m. Eastern time, on the date of filing of the certificate of amendment with the Secretary of State of the State of Delaware (the “Effective Time”). At the Effective Time, shares of common stock issued and outstanding immediately prior thereto will be canceled,combined, automatically and replacement RSUs will be granted to participating eligible participants. All such replacement RSUs will be granted under, and subject towithout any action on the termspart of the 2021 Plan and a formstockholders, into new shares of RSU award agreement thereunder. Any fractional RSUs will be rounded down to the nearest whole share on a grant-by-grant basis.

As soon as practicable after the Effective Time, stockholders of record will be provided if and whennotified by our transfer agent that the Option Exchange Program is initiated;reverse stock split has been effected. If you hold shares of common stock in book-entry form, you will not need to take any eligible participants can electaction to participatereceive post-reverse stock split shares of our common stock. As soon as practicable after the Effective Time, the Company’s transfer agent will send to your registered address a transmittal letter along with respecta statement of ownership indicating the number of post-reverse stock split shares of common stock you hold.

Upon the implementation of the reverse stock split, we intend to histreat shares of Class A common stock held by stockholders in “street name” (i.e., through a bank, broker, custodian, or her respective options only after that time.

The Option Exchange shouldNo scrip or fractional shares would be treated as a non-taxable exchange for U.S. federal income tax purposes, and we and our participating eligible participants should recognize no income for U.S. federal income tax purposes upon the surrender of eligible options and the grant of replacement RSUs which are unvested as of the issuance date. The tax consequences of the Option Exchange in Ireland will depend on applicable Irish tax rules and regulations but will be fully disclosed to eligible participants based at our Galway office subject to the tax laws of Ireland as part of the offer to exchange options.

Potential ModificationAfter the reverse stock split, then-current stockholders would have no further interest in our Company with respect to Termstheir fractional shares. A person entitled to Comply with Governmental Requirementsa fractional share would not have any voting, dividend or other rights in respect of their fractional share except to receive the cash payment as described above. Such cash payments would reduce the number of post-reverse stock split stockholders to the extent that there are stockholders holding fewer than that number of pre-reverse stock split shares within the reverse stock split ratio that is determined by us as described above. Reducing the number of post-reverse stock split stockholders, however, is not the purpose of this proposal.

The termsStockholders should be aware that, under the escheat laws of the Option Exchangevarious jurisdictions where stockholders reside, where we are domiciled and where the funds for fractional shares would be deposited, sums due to stockholders in payment for fractional shares that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

If the reverse stock split is effected, the par value per share of our Class A common stock and Class B common stock will remain unchanged at $0.001. Accordingly, at the Effective Time, the stated capital on the Company’s consolidated balance sheets attributable to our Class A common stock and Class B common stock will be described in a tender offer document thatreduced proportionally based on the reverse stock split ratio selected by the Board, and the additional paid-in capital component will be filedincreased with the SEC. Although weamount by which the stated capital is reduced. In addition, cash paid to the shareholders for the fractional shares to which they would have been entitled from the reverse stock split will be recorded as a reduction to the additional paid-in capital account. The per share net income or loss of our Class A common stock and Class B common stock will be increased because there will be fewer shares of common stock outstanding. The effects of the reverse stock split will be applied retrospectively to the Company’s consolidated balance sheets, consolidated statements of changes in stockholders’ equity (deficit), and per share amounts for all periods presented for all financial statements not yet issued. We do not anticipate that the SECany other material accounting consequences would require us to modify the terms materially, it is possible that we will need to alter the termsarise as a result of the Option Exchangereverse stock split.

Under the Delaware General Corporation Law, the Company’s stockholders will not be entitled to complydissenters’ rights of appraisal with potential SEC comments. In addition, it is currently our intention to make the program available to our eligible participants, including eligible participants who are located outside of the U.S., where permitted by local law and where we determine it is feasible and practical to do so. It is possible that we will make modificationsrespect to the terms offeredreverse stock split, and we do not intend to eligible participants in countries outside the U.S. to complyindependently provide stockholders with local requirements, or for tax or accounting reasons. The Compensation Committee will retain the discretion to make any such necessaryright or desirable changes toany similar right.

Notwithstanding the terms of the Option Exchange for purposes of complying with comments from the SEC or optimizing the U.S. federal or foreign tax consequences.

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the proposed Amendments to our Twelfth Amended and Restated Certificate of Incorporation discussed herein, that may be used as an anti-takeover mechanism. Because the proposed Amendments, if any such amendment is so filed with the Secretary of State of the State of Delaware, will result in a relative increase in the number of authorized but unissued shares of our Class A common stock and Class B common stock, and the Amendments, could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of our Board of Directors. A relative increase in the number of our authorized shares could enable the Board of Directors to render more difficult or discourage an attempt by a party attempting to obtain control of the Company by tender offer or other awards. We are unablemeans. The issuance of Class A common stock or Class B common stock in a public or private sale, merger or similar transaction would increase the number of outstanding shares entitled to predictvote, increase the precise impactnumber of votes required to approve a change of control of the Option Exchange on ourCompany and dilute the interest of a party attempting to obtain control of the Company. Any such issuance could deprive stockholders because we cannot predict which,of benefits that could result from an attempt to obtain control of the Company, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of Class A common stock or how many, eligible participants will electClass B common stock to participatepersons friendly to the Board could make it more difficult to remove incumbent officers and directors from office even if such change were favorable to stockholders generally.

As stated above, the Company has no present intent to use the relative increase in the Option Exchange,number of authorized shares of our Class A common stock and Class B common stock for anti-takeover purposes, and the proposed Amendments are not part of a plan by the Board of Directors to adopt a series of anti-takeover provisions; however, if the proposed Amendments are approved by the stockholders, then a greater number of shares of our Class A common stock and Class B common stock would be available for such purpose than is currently available. The Reverse Stock Split Proposal, including the relative increase in the number of authorized shares, is not the result of any attempt to obtain control of the Company and the Board of Directors has no present intent to authorize the issuance of additional shares of common stock to discourage any such efforts if they were to arise.

The following discussion describes the anticipated material U.S. Federal income tax consequences to “U.S. holders” (as defined below) of Company common stock relating to the reverse stock split. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (“IRS”), and other applicable authorities, all as currently in effect and all of which are subject to change or how many eligible optionsdiffering interpretations (possibly with retroactive effect). There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the proposed reverse stock split. The following discussion is for information purposes only and is not intended as tax or legal advice. Each holder should seek advice based on the holder’s particular circumstances from an independent tax advisor.

This discussion is limited to U.S. holders who hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the tax consequences that may be relevant to a particular Company stockholder or to Company stockholders that are subject to special treatment under U.S. Federal income tax laws including, but not limited to, banks, financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, real estate investment trusts, entities such eligible participantsas partnerships or S-Corporations that are treated as “flow-through” entities, or entities that are disregarded as separate from their owners for tax purposes, persons that are broker-dealers, traders in securities who elect the mark-to-market method of accounting for their securities, persons holding their shares of Company common stock as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated transaction, U.S. expatriates, persons subject to the alternative minimum tax, to persons whose shares constitute “qualified small business stock” for purposes of Code section 1202, persons who acquired Company common stock in connection with employment or the performance of services, or persons who hold their Company common stock through individual retirement or other tax-deferred accounts. This discussion also does not address the tax consequences to the Company, or to Company stockholders that own 5% or more of the Company’s common stock, are affiliates of Company, or are not U.S. holders. In addition, this discussion does not address other U.S. Federal taxes (such as gift or estate taxes or alternative minimum taxes), the tax consequences of the reverse stock split under state, local, or foreign tax laws or certain tax reporting requirements that may be applicable with respect to the reverse stock split. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

If a partnership (or other entity or arrangement treated as a partnership for U.S. Federal income tax purposes) is a Company stockholder, the tax treatment of a partner will electgenerally depend upon the status of the person and the activities of the partnership or other entity or arrangement treated as a partnership for U.S. Federal income tax purposes.

Approval of the Option ExchangeAmendments requires the affirmative vote of a majoritythe holders of at least two-thirds of the voting power of all of the outstanding shares of voting stock entitled to vote on the proposal. Abstentions will have the same effect as votes cast (excluding abstentions and broker non-votes)against this proposal. Because brokers have discretionary authority to vote on this proposal. Abstentions andproposal, we do not expect any broker non-votes will have no effect on the outcome ofin connection with this proposal.

The Board believes that, if the number of votes cast in favor of the Option Exchange proposalReverse Stock Split Proposal is insufficient to approve such proposal, it is in the best interests of the Company and its stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve the Option Exchangesuch proposal.

In this Proposal 2, 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. If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Option Exchange proposal.Reverse Stock Split Proposal.

Approval of the adjournment of the Special Meeting requires the affirmative vote of a majority of votes cast (excluding abstentions and broker non-votes) on this proposal. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2. Because brokers have discretionary authority to vote on this proposal, we do not expect any broker non-votes in connection with this proposal.

The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock as of April 10, 2023,January 25, 2024, for:

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, 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 63,390,72767,812,037 shares of Class A common stock and 3,078,4213,098,580 shares of Class B common stock outstanding on April 10, 2023.January 25, 2024. 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 April 10, 2023January 25, 2024 and shares of RSUs that are vested or will become vested within 60 days of April 10, 2023,January 25, 2024, 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.