Financial Analysis

Commitments and Contingencies See Note 2 - Summary of Significant Accounting Policies for information regarding the Companys restricted cash balances. The Company had the following non-cancelable minimum purchase commitments related to technology services as of January 31, 2026: Commitment Fiscal year: 2026 $ 6.4 2027 4.2 Commitments as of January 31, 2026 $ 10.6 The Company made purchases under minimum purchase commitments related to technology services of $2.7 million and $0.6 million during the years ended January 31, 2026 and 2025, respectively. Legal Proceedings From time to time in the normal course of business, various claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation could have an adverse effect on the Companys results of operations, cash flows, or business and financial condition in the period the claims or litigation are resolved. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. On November 14, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the Eastern District of New York against the Company, certain of its officers and directors, and the underwriters of its IPO, entitled Rajat Sharma v. Rent the …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Long-Term Debt Summary The following table summarizes the Companys long-term debt outstanding as of January 31, 2026 and 2025 : January 31, January 31, 2026 2025 Debt Facility principal outstanding $ 120.0 $ 271.6 Add: payment-in-kind interest 40.3 Add: unamortized debt premium 36.6 21.8 Debt Facility, net 156.6 333.7 Less: current portion of long-term debt Total noncurrent long-term debt $ 156.6 $ 333.7 Debt Facility In January 2023, the Company entered into an amendment to the 2021 Amended Temasek Facility (the 2022 Temasek Facility Amendment). The 2021 Amended Temasek Facility as further amended by the 2022 Temasek Facility Amendment is referred to as the 2022 Amended Temasek Facility. This transaction was accounted for as a debt modification. The terms of the amendment provided for, (i) an extension of the maturity to October 2026, (ii) a reduction of the cash portion of the interest rate to 2% per year through July 2024, increasing to 5% thereafter for the duration of the 2022 Amended Temasek Facility, and (iii) a 1% increase in the total interest rate in February 2024 from 12% to 13% and annual rate increases of 1% thereafter for the duration of the 2022 Amended Temasek Facility. In connection with the 2022 Temasek Facility Amendment, the Company granted a warrant to purchase up to 100,000 shares of the Companys Class A common stock at an exercise price of $100.00 per share. The warrant will expire on January 31, 2030. The effective interest rate for the 2021 Amended Te …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Share-based Compensation Plans 2009 Stock Incentive Plan and 2019 Stock Incentive Plan In 2009, the Company adopted its stock incentive plan (the 2009 Plan) to grant equity to employees and service providers. In 2019, the Company adopted a new stock incentive plan (the 2019 Plan) which replaced the 2009 Plan. The Company has granted RSUs and stock options, each of which is settleable in shares. Options are generally granted for a 10-year term, and generally vest and become fully exercisable over four years of service. While no shares are available for future issuance under the 2009 Plan or the 2019 Plan, they continue to govern outstanding equity awards granted thereunder. Outstanding awards granted under the 2009 Plan and 2019 Plan are exercisable for or settled in shares of Class A common stock. There are no outstanding RSUs under the 2009 Plan and 2019 Plan as of January 31, 2026. There will not be any further equity grants under the 2009 and 2019 Plans. Amended and Restated 2021 Incentive Award Plan The Company's Amended and Restated 2021 Incentive Award Plan (the ""2021 Plan"") was adopted by the Board and approved by stockholders in October 2021 and became effective upon the effective date of the IPO. The 2021 Plan replaced the 2019 Plan and no further grants will be made under the 2019 Plan. The terms of equity awards granted under the 2021 Plan in the year ended January 31, 2022 were generally consistent with those granted under the 2019 Plan, as described above. RSU …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of January 31, 2026 and 2025 , the carrying amounts of the Companys cash and cash equivalents, current and noncurrent restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximated their estimated fair value due to their relatively short maturities. The Companys long-term debt is reported at carrying value on the Consolidated Balance Sheets. See Note 9 Long-Term Debt. The Company estimates the fair value of its long-term debt using a Black-Derman-Toy (BDT) model based on the Companys implied credit spread using t he median of option adjusted spreads for similar financial instruments with similar credit ratings, and, as such, long-term debt is classified as Level 3 within the fair value hierarchy. As of January 31, 2026, the estimated fair value of the Companys long-term debt approximates its principal amount. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys net income (loss) before income tax benefit / (expense) from income taxes includes the following components: Year Ended January 31, 2026 2025 2024 Domestic $ 21.4 $ (71.2) $ (114.0) Foreign 1.3 1.6 1.0 Net income (loss) before income tax benefit / (expense) $ 22.7 $ (69.6) $ (113.0) Total income taxes allocated to operations are as follows: Year Ended January 31, 2026 2025 2024 Current provision: Federal $ $ $ State and local (0.1) (0.1) Foreign (0.2) (0.2) Total current provision (0.1) (0.3) (0.2) Deferred provision: Federal State and local Foreign Total deferred provision Total income tax benefit / (expense) $ (0.1) $ (0.3) $ (0.2) The significant components of the Companys net deferred tax assets (liabilities) are as follows: Year Ended January 31, 2026 2025 Deferred tax assets: Federal and state net operating loss carryforwards $ 135.7 $ 171.5 Customer credits liability 1.7 1.6 Interest limitation 64.0 64.3 Fixed assets 4.3 4.3 Capitalized R&D expenses 21.2 16.4 Tax credits 6.3 6.8 Share-based compensation 0.4 0.6 Operating lease liability 11.1 12.5 Other 0.4 0.5 Total deferred tax assets 245.1 278.5 Less: valuation allowance (237.1) (269.6) 8.0 8.9 Deferred tax liabilities: Fixed assets Operating lease right-of-use-asset (8.0) (8.9) Total deferred tax liabilities (8.0) (8.9) Net deferred tax assets $ $ Provisions enacted in the One, Big, Beautiful Bill Act (OBBBA) on July 4, 2025 relating to research and experimental expenditures became effe …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases - Lessee Accounting As a lessee, the Company has operating real estate leases for its operational facilities, retail locations and corporate headquarters. The Company has operating and finance leases for its computers and equipment. Additionally, the Company procures a portion of its rental product from brand partners under revenue share arrangements, which are considered operating leases. All revenue share payments are recognized as lease costs and recorded in Rental product depreciation and revenue share in the Consolidated Statements of Operations. Revenue share payments based on performance are considered to be variable lease costs. The Companys real estate and equipment lease terms generally range from less than one year to 14 years and certain agreements include renewal options. To the extent that the Company is reasonably certain to exercise a lease renewal option, the assumption is included in the calculation of ROU assets and lease liabilities. During the year ended January 31, 2024, the Company amended the operating lease for its fulfillment center at 100 Metro Way in Secaucus, NJ, the terms of which extended the lease for an additional five years to August 31, 2029. The lease modification resulted in an adjustmen t of $9.9 million to lease liabilities and right-of-use assets . The Company did not exercise its renewal option with respect to its lease for 55 Metro Way in Secaucus, NJ, which expired in accordance with its terms on August 31, 2024. During the ye …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Interim Reporting (Topic 270): Narrow Scope Improvements In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements , to improve the navigability of required interim disclosures and clarify when the guidance is applicable. The amendments provide additional guidance on what disclosures should be provided in interim reporting periods and adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2028, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the consolidated financial statements. IntangiblesGoodwill and OtherInternal-Use Software In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The amendments modernize the accounting for software costs accounted for under ASC 350-40. The amendments remove all references to software development stages and require entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be com …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions As of January 31, 2026, the Company had outstanding long-term debt, net of $156.6 million with the Investor Group. The debt is presented as Long-term debt, net on the Consolidated Balance Sheets. The Investor Group held 85% of the voting power of the Companys outstanding Class A Common Stock as of January 31, 2026. Under the terms of the New Credit Agreement, the Company will not recognize any interest expense on the $110.0 million of term loans held by the original lender between the transaction date and the maturity of the debt. The Company recognized a nominal amount of interest expense related to the $10.0 million of new term loans held by other members of the Investor Group during the year ended January 31, 2026. On January 28, 2026, the Company entered into the First Amendment. The First Amendment removed the minimum liquidity maintenance covenant. See Note 4 - Recapitalization Transactions and Note 9 - Long-Term Debt for additional information. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Restructuring and Related Charges January 2024 Restructuring Plan On January 9, 2024, the Company announced a restructuring plan to focus its workforce and cost structure on key growth opportunities and support its profitability goals. The plan included a reduction in workforce of approximately 10% of its corporate employees (primarily a reduction in force, with some open role closures/reduced backfills, and excludes potential hiring of new employees or other additions to the Companys costs and expenses) . Restructuring charges of $0.2 million and $ 2.0 million for severance and related costs were recognized during the years ended January 31, 2025 and 2024, respectively, and are reflected in Restructuring charges on the Companys Consolidated Statements of Operations. Cumulative charges related to severance and related costs incurred to date in connection with the January 2024 restructuring plan were $2.2 million. Accrued restructuring charges were none and $0.2 million as of January 31, 2026 and 2025, respectively. The Company recorded asset impairment charges of $1.1 million during the quarter and year ended January 31, 2024 related to the discontinuation of a software implementation project in connection with the January 2024 restructuring plan. The charge was reflected in Loss on asset impairment related to restructuring on the Companys Consolidated Statements of Operations. The restructuring plan was completed during the first quarter of fiscal year 2025. …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The Companys consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP ). Certain amounts in the financial statements have been reclassified to conform to the current presentation. As further discussed in the Reverse Stock Split section below, all per share amounts and common shares amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split (as defined below) which became effective in April 2024. The Company adjusted the weighted-average shares used in computing net income (loss) per share for all periods presented in the Consolidated Statements of Operations to reflect the bonus element from the rights offering completed in October 2025. See Note 15 - Net Income (Loss) per Share Attributable to Common Stockholders for additional information. Reverse Stock Split The Companys Amended and Restated Certificate of Incorporation as of October 29, 2021 authorizes the Company to issue 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. In March 2024, the Companys stockhold …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stockholders Equity Rights Offering See Note 4 - Recapitalization Transactions and Note 15 - Net Income (Loss) per Share Attributable to Common Stockholders for information regarding the rights offering. Reverse Stock Split In March 2024, the Companys stockholders approved, and the Companys Board of Directors selected, a 1-for-20 reverse stock split (the Reverse Stock Split) of outstanding shares of Class A common stock and Class B common stock. The Reverse Stock Split became effective on April 2, 2024 and began trading on the Nasdaq Capital Market on a post-split basis on April 3, 2024. Following the Reverse Stock Split, the number of authorized shares of Class A common stock remained at 300,000,000, the number of authorized shares of Class B common stock remained at 50,000,000, and the number of authorized shares of preferred stock remained at 10,000,000. The Reverse Stock Split reduced the total number of issued and outstanding shares of Class A common stock from 67,812,037 to 3,390,587 and Class B common stock from 3,098,580 to 154,928 as of January 31, 2024. The par value per share of Class A common stock and Class B common stock remained at $0.001. The Company filed an Amendment to the Twelfth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on April 2, 2024 to implement the 1-for-20 Reverse Stock Split. All per share amounts and common shares amounts have been adjusted on a retroactive basis to reflect the Reverse S …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On April 1, 2026, the Company entered into the Second Amendment to the New Credit Agreement. The Second Amendment provides the Company with the ability to capitalize interest in lieu of cash payments until May 3, 2027.

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Commitments and Contingencies See Note 2 - Summary of Significant Accounting Policies for information regarding the Companys restricted cash balances. The Company had the following non-cancelable minimum purchase commitments related to technology services as of April 30, 2026 : Commitment Fiscal year: 2026 $ 5.5 2027 4.2 Commitments as of April 30, 2026 $ 9.7 Legal Proceedings From time to time in the normal course of business, various claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation could have an adverse effect on the Companys results of operations, cash flows, or business and financial condition in the period the claims or litigation are resolved. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. On November 14, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the Eastern District of New York against the Company, certain of its officers and directors, and the underwriters of its IPO, entitled Rajat Sharma v. Rent the Runway, Inc., et al. 22-cv-6935 (the Securities Action). The complaint alleges that the defendants violated Sections 11 and 15 of the Securities Act of 1933, as amended (the Securities Act), by …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Long-Term Debt Summary The following table summarizes the Companys long-term debt outstanding as of April 30, 2026 and January 31, 2026: April 30, January 31, 2026 2026 Debt Facility principal outstanding $ 120.0 $ 120.0 Add: payment-in-kind interest 2.7 Add: unamortized debt premium 34.4 36.6 Debt Facility, net 157.1 156.6 Less: current portion of long-term debt Total noncurrent long-term debt $ 157.1 $ 156.6 Debt Facility In December 2023, the Company entered into an amendment to the 2022 Amended Temasek Facility (the 2023 Amended Temasek Facility ). This transaction was accounted for as a troubled debt restructuring. The terms of the amendment provided for (i) elimination of all interest (both payment-in-kind and cash interest) for a period of six full fiscal quarters beginning with the fourth quarter of fiscal year 2023; (ii) reduction of the minimum liquidity maintenance covenant from $50 million to $30 million; and (iii) additional covenants requiring the Company to comply with mutually agreed upon quarterly and annual spend levels. The Company did not record a gain in connection with the restructuring as the total undiscounted future cash payments specified in the 2023 Temasek Facility Amendment exceeded the carrying value of debt. In July 2025, the Company entered into a Thirteenth Amendment to the 2023 Amended Temasek Facility to extend the due date of the cash interest payment due on August 1, 2025 to August 29, 2025. In August 2025, concurrently with the Exchange A …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Share-based Compensation Plans 2009 Stock Incentive Plan and 2019 Stock Incentive Plan In 2009, the Company adopted its stock incentive plan (the 2009 Plan) to grant equity to employees and service providers. In 2019, the Company adopted a new stock incentive plan (the 2019 Plan) which replaced the 2009 Plan. The Company has granted RSUs and stock options, each of which is settleable in shares. Options are generally granted for a 10-year term, and generally vest and become fully exercisable over four years of service. While no shares are available for future issuance under the 2009 Plan or the 2019 Plan, they continue to govern outstanding equity awards granted thereunder. Outstanding awards granted under the 2009 Plan and 2019 Plan are exercisable for or settled in shares of Class A common stock. There are no outstanding RSUs under the 2009 Plan and 2019 Plan as of April 30, 2026. There will not be any further equity grants under the 2009 and 2019 Plans. Amended and Restated 2021 Incentive Award Plan The Company's Amended and Restated 2021 Incentive Award Plan (the ""2021 Plan"") was adopted by the Board and approved by stockholders in October 2021 and became effective upon the effective date of the IPO. The 2021 Plan replaced the 2019 Plan and no further grants will be made under the 2019 Plan. The terms of equity awards granted under the 2021 Plan in the year ended January 31, 2022 were generally consistent with those granted under the 2019 Plan, as described above. RSUs …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements As of April 30, 2026 and January 31, 2026, the carrying amounts of the Companys cash and cash equivalents, current and noncurrent restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximated their estimated fair value due to their relatively short maturities. The Companys long-term debt is reported at carrying value o n the Condensed Consolidated Balance Sheets. See Note 6 Long-Term Debt. The Company estimates the fair value of its long-term debt using a Black-Derman-Toy (BDT) model based on the Companys implied credit spread using the median of option adjusted spreads for similar financial instruments with similar credit ratings, and, as such, long-term debt is classified as Level 3 within the fair value hierarchy. As of April 30, 2026, the estimated fair value of the Companys long-term debt was $117.9 million. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys provision or benefit from income taxes in interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment. The estimate of the annual effective income tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The Company continues to maintain a full valuation allowance on all United States net deferred tax assets for all periods presented. The amount of unrecognized tax benefits as of April 30, 2026 and January 31, 2026 was $1.1 million and $1.1 million, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The total amount of unrecognized benefits relating to the Companys tax position is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. The outcomes and timing of such events are highly uncertain and a reasonable estimate of the range of gross unrecognized tax benefits, excluding interest and penalties, that could potentially be reduced during the next 12 months cannot be made at this time . …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases - Lessee Accounting During the year ended January 31, 2025, the Company entered into a sublease agreement for the ninth floor of its corporate headquarters in Brooklyn, NY for the remainder of the lease term through November 2032. The sublease commenced in December 2024 and does not relieve the Company of its primary lease obligations. The Company recorded immaterial additional assets for the sublease and the net amount received from the sublease is recorded in general and administrative expenses on the Condensed Consolidated Statements of Operations. The following table summarizes the Companys minimum fixed lease obligations under existing agreements as a lessee, excluding variable payments and short-term lease payments, as of April 30, 2026: Operating Financing Fiscal year: 2026 $ 8.6 $ 0.2 2027 11.3 0.2 2028 11.4 0.2 2029 10.0 0.1 2030 6.9 0.1 Thereafter 12.0 0.2 Total minimum lease payments 60.2 1.0 Imputed interest (20.2) (0.2) Lease liabilities as of April 30, 2026 $ 40.0 $ 0.8 Amortization of financing lease right-of-use assets were $0.1 million and $0.1 million for the three months ended April 30, 2026 and 2025, respectively. …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Interim Reporting (Topic 270): Narrow Scope Improvements In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements , to improve the navigability of required interim disclosures and clarify when the guidance is applicable. The amendments provide additional guidance on what disclosures should be provided in interim reporting periods and adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2028, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statement disclosures. IntangiblesGoodwill and OtherInternal-Use Software In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The amendments modernize the accounting for software costs accounted for under ASC 350-40. The amendments remove all references to software development stages and require entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be compl …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions As of April 30, 2026, the Company had outstanding long-term debt, net of $157.1 million with the Investor Group. The debt is presented as Long-term debt, net on the Condensed Consolidated Balance Sheets. The Investor Group held 85% of the voting power of the Companys outstanding Class A Common Stock as of April 30, 2026. The Company recognized a nominal amount of interest expense related to the $10.0 million of new term loans held by other members of the Investor Group during the three months ended April 30, 2026. The Company recognized $2.7 million of paid-in-kind interest during the three months ended April 30, 2026. On January 28, 2026, the Company entered into the First Amendment. The First Amendment removed the minimum liquidity maintenance covenant. On April 1, 2026, the Company entered into the Second Amendment to the New Credit Agreement. The Second Amendment provides the Company with the ability to capitalize interest in lieu of cash payments until May 3, 2027. See Note 6 - Long-Term Debt for additional information. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The Companys condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company adjusted the weighted-average shares used in computing net loss per share for all periods presented in the Condensed Consolidated Statements of Operations to reflect the bonus element from the rights offering completed in October 2025. See Note 12 - Net Loss per Share Attributable to Common Stockholders for additional information. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the results for the interim periods presented. The results for the three months ended April 30, 2026 are not necessarily indicative of the operating results expected for the year ending January 31, 2027 or any future period. The condensed consolidated balance sheet as of January 31, 2026 is derived from the audited consolidated financial statements. Certain information and notes normally included in financial stat …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stockholders Equity ATM Offering On April 15, 2026, the Company entered into an at-the-market sales agreement for the sale of shares of the Companys Class A common stock (the ATM offering). During the three months ended April 30, 2026 , the Company sold 45,358 shares of Class A common stock at a weighted average price of $5.52 per share for proceeds of $0.2 million, net of commissions of 3% and allocated equity issuance costs. The Company may sell shares up to an aggregate offering price of $40 million. As of the date of this Form 10-Q, our public float was less than $75 million. As a result, we are subject to the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under our registration statement on Form S-3, including the ATM offering, in any 12-month period. Rights Offering See Note 6 - Long-Term Debt and Note 12 - Net Loss per Share Attributable to Common Stockholders for information regarding the rights offering. Common Stock Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to twenty votes per share, as well as dividends if and when declared by the Board and, upon liquidation, dissolution, winding up or other liquidation event of the Company, all assets available for distribution to common stockholders. There are no redemption provisions with respect to common …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On May 12, 2026, Jennifer Hyman, the Companys Chief Executive Officer and President of the Company, resigned effective as of May 15, 2026. Pursuant to the Separation, Advisor and Release Agreement between Jennifer Hyman and the Company dated May 12, 2026, she will receive a monthly advisory fee of $62,500 through January 31, 2027, and the payment of $1,587,000 made in October 2025 will vest and no longer be subject to clawback. Additionally, 103,047 restricted stock units will accelerate and vest as of May 25, 2026 resulting in approximately $457,000 of share-based compensation expense to be recognized during the three months ended July 31, 2026. A number of the restricted stock units granted in December 2025, having an aggregate value of $375,000 will remain outstanding and eligible to vest on January, 31, 2027, subject to her continued service with the Company through January 31, 2027. The Company will account for this award as a liability-classified award, remeasure its fair value at each subsequent reporting date, and recognize the related expense through January 31, 2027. The Company appointed Teri Bariquit as interim Chief Executive Officer and President effective as of May 15, 2026. Pursuant to the Statement of Work between Teri Bariquit and the Company dated May 12, 2026, she will receive a monthly consulting fee of $50,000, an annual bonus of up to $125,000, and a performance stock unit award comprising 100,000 shares of the Companys Class A common …

SubsequentEventsTextBlock · excerpt; the full note is in the filing