Rent The Runway, Inc. SEC Filings

Rent the Runway (RENT) director Jennifer Fleiss reported a conversion on 10/28/2025: 31,314 shares of Class B common stock were converted into 31,314 shares of Class A common stock pursuant to a Conversion Notice and Proxy dated August 20, 2025.

Following the transaction, she beneficially owned 36,896 shares of Class A common stock, held directly. The Form 4 lists transaction code C (conversion) with a $0 price for the derivative entry, reflecting a one-for-one exchange.

Rent the Runway, Inc. filed a Form S-8 registering an additional 6,130,499 shares of Class A common stock that may become issuable under its Second Amended and Restated 2021 Incentive Award Plan, pursuant to General Instruction E.

This expands the share pool available for equity compensation under the company’s employee benefit plan and incorporates prior S-8 registrations for the same plan by reference.

Rent the Runway (RENT) closed a recapitalization that exchanges and equitizes debt, adds new funding, and reconstitutes governance. The company exchanged $100 million of existing debt into new term loans and converted the remaining balance owed to the same lender into 26,175,193 newly issued Class A shares. The investor group also provided an additional $20 million of term loans, bringing total term loans under the amended and restated credit agreement to $120 million.

The new facility matures on October 28, 2029 and bears interest at either a bank reference rate plus 4.00% or term SOFR plus 5.00%. The minimum liquidity covenant is temporarily $15 million through February 20, 2027, reverting to $30 million thereafter. The company also completed a $12.5 million rights offering: subscribers purchased 742,956 shares for approximately $3.0 million; the backstop purchased 2,320,769 shares at $4.08 per share for approximately $9.5 million.

A change of control occurred: the lender held 19,983,656 Class A shares, representing about 59.9% of voting power, and all Class B shares converted one-for-one into Class A. The board was reconstituted; the Audit Committee currently has two members, and the company notified Nasdaq of non-compliance with Rule 5605(c)(2)(A) and plans to use the cure period to add an independent director by the 2026 annual meeting.

Rent the Runway (RENT) reported an insider transaction. Director Michael Roth acquired 13,169 shares of Class A common stock at $4.08 per share on 10/21/2025 by exercising subscription rights, including an oversubscription privilege, in the company’s rights offering described in a prospectus dated September 30, 2025.

Following the transaction, Roth directly beneficially owns 25,839 shares of Class A common stock. The derivative table shows the exercise of subscription rights that covered shares at the same subscription price and window.

Rent the Runway reported results of its October 21, 2025 Special Meeting, where stockholders approved several equity-related proposals and governance updates. Approvals include issuing Class A shares upon the Term Loan Conversion and issuing Class A shares under the Rights Offering Backstop Agreement, each for Nasdaq Listing Rules purposes.

Stockholders also approved amending and restating the 2021 Incentive Award Plan to increase the share reserve by an amount equal to 18.3% of Class A shares outstanding immediately after the Exchange Agreement closing and to extend the plan’s expiration to the tenth anniversary of the Closing Date. An amendment and restatement of the certificate of incorporation in connection with the Exchange Agreement was approved, and the adjournment proposal passed.

Meeting participation represented approximately 66.52% of combined voting power (3,113,980 votes). Key tallies: Item 1 FOR 4,700,944; Item 2 FOR 4,700,819; Item 3 FOR 4,673,091; Item 4 FOR 4,699,836; Item 5 FOR 4,674,154.

Rent the Runway proposes a recapitalization that hinges on stockholder approval of several linked proposals to implement an Exchange Agreement. The plan would exchange indebtedness under the Existing Credit Agreement for new term loans and issue Exchange Stock to the lender and designated buyers, with the Exchange Stock intended to represent 86% of fully diluted shares post-closing (before the Rights Offering and MIP). Key components disclosed include a $12.5 million Rights Offering at $4.08 per share (20% discount), an implied conversion price of $8.48 per share, BTIGs fairness opinion supporting the Exchange Stock issuance to the lender, board and officer changes at closing, and material equity grants including an Initial Grant to Jennifer Hyman equal to 5% (up to 7.5%) of fully diluted Class A stock. The transactions are conditioned on multiple closing conditions, regulatory filings, no Legal Restraints, and fulfillment of third-party sale closings.

Rent the Runway, Inc. outlines a recapitalization and rights offering tied to an Exchange Agreement that restructures its debt and equity. The Company proposes to exchange $100.0 million of existing indebtedness for new term loans and obtain $20.0 million of new term loans, contribute approximately $223.1 million of remaining indebtedness in exchange for newly issued Class A common stock representing 86% of outstanding common stock after the Recapitalization Transactions, with existing stockholders retaining 14%. The offering would sell up to 3,063,725 shares of Class A common stock at $4.08 per share. The filing describes governance changes, an amended charter and incentive plan adjustments, subscription procedures, and tax and DTC participant details.