Rent the Runway (NASDAQ: RENT) sets terms for $12.5M rights offer

Rhea-AI Filing Summary

Rent the Runway, Inc. reported the distribution terms of its previously announced $12,500,000 rights offering. Stockholders of record as of 5:00 p.m. New York City time on October 6, 2025 receive one subscription right for each share of Class A or Class B common stock they own.

Each right allows the holder to purchase 0.7437% of one share of Class A common stock at a subscription price of $4.08 per share, with no fractional shares to be issued. The company directs investors to the prospectus dated September 30, 2025 filed with the SEC for further details on the rights offering.

Insights

Equity capital markets analyst

Rent the Runway sets detailed terms for a $12.5M rights offering.

Rent the Runway outlines how its previously announced $12,500,000 rights offering will work for existing holders of Class A and Class B common stock. Each share held as of 5:00 p.m. New York City time on October 6, 2025 receives one transferable right, and each right permits the purchase of 0.7437% of one share of Class A common stock at $4.08 per share.

Because this is a rights offering, the opportunity to buy additional shares is tied to current ownership, which helps maintain relative ownership positions for those who participate. The filing also notes that no fractional shares will be issued, so investors may see small residual entitlements that cannot be exercised.

The company refers investors to the prospectus dated September 30, 2025 for fuller information, which will contain key details such as subscription procedures and any over-subscription privileges. Actual impact on ownership and capital structure will depend on how many shareholders choose to exercise their rights.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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 7, 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 8.01 Other Events.

On October 7, 2025, Rent the Runway, Inc. (the “Company”) announced that, in connection with the previously announced $12,500,000 rights offering, each holder of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and 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”), as of 5:00 p.m. on October 6, 2025, New York City time, received one right for each share of Common Stock owned by that stockholder. Each right entitles its holder to purchase 0.7437 shares of Class A Common Stock at a subscription price of $4.08 per share. No fractional shares will be issued. For further details regarding the rights offering, please refer to the prospectus dated September 30, 2025, filed by the Company with the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Cara Schembri
		Name:	Cara Schembri
		Title:	Chief Legal & Administrative Officer; Secretary

Dated: October 7, 2025

FAQ

What did Rent the Runway (RENT) announce in this 8-K?

The company explained the mechanics of its previously announced $12,500,000 rights offering, including who receives rights and how many shares each right can purchase.

Who is eligible to receive rights in Rent the Runway's rights offering?

Holders of Rent the Runway's Class A and Class B common stock as of 5:00 p.m. New York City time on October 6, 2025 receive one right for each share they own.

What can each right purchase in Rent the Runway (RENT)'s rights offering?

Each right entitles its holder to purchase 0.7437% of one share of Class A common stock at a subscription price of $4.08 per share, with no fractional shares issued.

What is the total size of Rent the Runway's rights offering?

The rights offering has been previously announced as a $12,500,000 offering by Rent the Runway, Inc.

Where can investors find more details on Rent the Runway (RENT)'s rights offering?

Additional information is available in the prospectus dated September 30, 2025 filed by Rent the Runway with the U.S. Securities and Exchange Commission.

Will Rent the Runway (RENT) issue fractional shares in this rights offering?

No. The company states that no fractional shares will be issued in connection with the rights offering.