RENT shareholders approve equity issuances and extend 2021 plan

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Shareholder approvals enable future share issuances and expand the equity plan.

The meeting approved issuing Class A shares for the Term Loan Conversion and the Rights Offering Backstop Agreement, satisfying Nasdaq rules. These votes authorize issuance paths but do not, by themselves, set amounts, pricing, or timing. The certificate of incorporation amendment tied to the Exchange Agreement was also approved.

The 2021 Incentive Award Plan reserve will increase by an amount equal to 18.3% of Class A shares outstanding immediately after the Exchange Agreement closing, and its term extends to the tenth anniversary of the Closing Date. This raises future equity compensation capacity as described in the proxy materials.

Turnout represented approximately 66.52% of combined voting power. Actual capital effects depend on future conversions, backstop utilization, and equity grant decisions disclosed in subsequent filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________ 

FORM 8-K

___________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2025

___________________ 

Rent the Runway, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40958	80-0376379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Rent the Runway, Inc.

10 Jay Street

Brooklyn, New York 11201

(Address of principal executive offices, including zip code)

(212) 524-6860

(Registrant’s telephone number, including area code)

___________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		RENT		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 below, Rent the Runway, Inc. (the “Company”) held a Special Meeting of Stockholders on October 21, 2025 (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved the Second Amended and Restated 2021 Incentive Award Plan (the “2021 Plan”) (i) to increase the number of shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), reserved for issuance thereunder by the number of shares equal to 18.3% of the shares of Class A Common Stock outstanding immediately following the closing of the transactions contemplated by the Exchange Agreement, dated August 20, 2025, by and between the Company and CHS US Investments LLC (the transaction closing date, the “Closing Date”) and (ii) to extend the expiration date of the 2021 Plan to the tenth anniversary of the Closing Date. The Board of Directors (the “Board”) of the Company previously approved the adoption of the 2021 Plan (as recommended by the compensation committee of the Board), subject to approval by the Company’s stockholders at the Special Meeting.

The principal features of the 2021 Plan are described in detail under “Proposal No. 3 – The Plan Amendment Proposal” of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 29, 2025 (the “Proxy Statement”), which descriptions are incorporated herein by reference.

The foregoing summary of the 2021 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the 2021 Plan, a copy of which is included in the Proxy Statement as Exhibit F.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, a total of 1,594,589 shares of Class A Common Stock and 155,699 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), representing 3,113,980 votes, were present in person or represented by proxy at the meeting, representing approximately 66.52% of the combined voting power of the Company’s outstanding Common Stock as of the September 23, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Proxy Statement.

Item 1 - Approval, for purposes of complying with the listing rules of the Nasdaq Global Market (the “Nasdaq Listing Rules”), including, but not limited to, Rule 5635(b), of the issuance of shares of Class A Common Stock upon the Term Loan Conversion (as defined in the Proxy Statement).

Votes FOR		Votes AGAINST		Votes ABSTAINED
4,700,944		7,031		594

Item 2 - Approval, for purposes of complying with the Nasdaq Listing Rules, including, but not limited to, Rules 5635(b) and (d), of the issuance of shares of Class A Common Stock pursuant to the Rights Offering Backstop Agreement, dated as of August 20, 2025, by and among the Company, CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC.

Votes FOR		Votes AGAINST		Votes ABSTAINED
4,700,819		7,183		567

Item 3 - Approval, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rule 5635(c), of the amendment and restatement of the 2021 Plan to increase the maximum number of shares of Class A Common Stock authorized for issuance under the 2021 Plan and extend the expiration date of the 2021 Plan.

Votes FOR		Votes AGAINST		Votes ABSTAINED
4,673,091		34,910		568

Item 4 - Approval of the amendment and restatement of the Company’s Twelfth Amended and Restated Certificate of Incorporation in connection with the entry into the Exchange Agreement, dated as of August 20, 2025, by and between the Company and CHS US Investments LLC, in the form of the Thirteenth Amended and Restated Certificate of Incorporation attached to the Proxy Statement as Exhibit E.

Votes FOR		Votes AGAINST		Votes ABSTAINED
4,699,836		8,256		477

Item 5 - Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Items 1, 2, 3 and 4 above.

Votes FOR		Votes AGAINST		Votes ABSTAINED
4,674,154		33,825		590

Based on the foregoing votes, Items 1, 2, 3 and 5 were approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RENT THE RUNWAY, INC.
	By:	/s/ Siddharth Thacker
		Name:	Siddharth Thacker
		Title:	Chief Financial Officer

Dated: October 22, 2025

FAQ

What did RENT stockholders approve at the October 21, 2025 Special Meeting?

They approved Class A share issuances for the Term Loan Conversion and the Rights Offering Backstop Agreement, an amendment to expand and extend the 2021 Plan, the amended certificate of incorporation, and the adjournment proposal.

How much does the 2021 Incentive Award Plan increase for RENT (RENT)?

The plan reserve increases by an amount equal to 18.3% of Class A shares outstanding immediately after the Exchange Agreement closing, and the plan term extends to the tenth anniversary of the Closing Date.

What were the key vote totals for RENT’s Special Meeting proposals?

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.

What was the voting power represented at RENT’s Special Meeting?

Shares present represented approximately 66.52% of the combined voting power, totaling 3,113,980 votes as of the September 23, 2025 record date.

Did RENT extend the 2021 Incentive Award Plan expiration?

Yes. The expiration was extended to the tenth anniversary of the Closing Date under the Exchange Agreement.

Were the issuance approvals tied to Nasdaq Listing Rules?

Yes. Items 1–3 were approved for purposes of complying with Nasdaq Listing Rules, including Rules 5635(b), 5635(d), and 5635(c).