Rent the Runway completes $15M rights offering

The investor group acquired the unsubscribed portion at $3.55 per share, adding approximately $6.1 million in gross proceeds.

Rhea-AI Filing Summary

Rent the Runway, Inc. completed its previously announced $15,000,000 rights offering on October 20, 2026. Subscribers exercised rights to purchase 2,501,262 shares of Class A common stock, generating approximately $8.9 million in gross proceeds.

Under a backstop agreement, CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC agreed to purchase all unsubscribed shares at $3.55 per share. On October 21, 2026, Rent the Runway issued the investor group 1,724,089 shares and received approximately $6.1 million in gross proceeds. CHS purchased 458,245 shares; Gateway Runway and S3 RR Aggregator each purchased 632,922 shares.

Filing Explained

The completed offering also included $2,495,391 shares issued to the Investor Group as subscribers, in addition to its 1,724,089 backstop shares; issuing these additional shares increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

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

Key Figures

Rights offering amount: $15,000,000 Shares purchased by rights-offering subscribers: 2,501,262 shares Gross proceeds from subscribers: Approximately $8.9 million +3 more

6 metrics

Rights offering amount $15,000,000 Previously announced rights offering completed October 20, 2026

Shares purchased by rights-offering subscribers 2,501,262 shares Class A common stock

Gross proceeds from subscribers Approximately $8.9 million Rights Offering

Backstop purchase price $3.55 per share Unsubscribed Class A common stock

Shares issued under backstop commitment 1,724,089 shares Issued October 21, 2026

Gross proceeds from backstop commitment Approximately $6.1 million Received by Rent the Runway

Key Terms

Rights Offering, Backstop Commitment, unsubscribed shares, gross proceeds, +1 more

5 terms

Rights Offering financial

"completed its previously announced $15,000,000 rights offering"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

Backstop Commitment financial

"the “Backstop Commitment”"

A backstop commitment is a firm promise from an underwriter, investor group, or financier to buy any shares or securities that are not purchased by the public in a new offering or rights issue, ensuring the issuer raises the full amount intended. It matters to investors because it guarantees that the funding will be completed and reduces the risk the deal fails, while also affecting the eventual supply of shares and potential dilution.

unsubscribed shares financial

"all unsubscribed shares of Class A Common Stock"

gross proceeds financial

"gross proceeds received from subscribers in the Rights Offering"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which investors bought Rent the Runway's backstop shares, and how many?

CHS US Investments LLC purchased 458,245 shares, while Gateway Runway, LLC and S3 RR Aggregator, LLC each purchased 632,922 shares as part of the backstop issuance on October 21, 2026.

Were any Rent the Runway offering shares issued under Section 4(a)(2)?

Yes. Rent the Runway stated that all shares issued to satisfy the backstop commitment, plus 2,495,391 shares issued to the Investor Group as subscribers in the Rights Offering, were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 20, 2026

____________________________

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 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

Rights Offering Backstop Commitment

On October 20, 2026, Rent the Runway, Inc. (the “Company”) completed its previously announced $15,000,000 rights offering (the “Rights Offering”). Subscribers in the Rights Offering exercised rights to purchase an aggregate of 2,501,262 shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) and the gross proceeds received from subscribers in the Rights Offering was approximately $8.9 million.

Pursuant to the Rights Offering Backstop Agreement, dated as of September 11, 2026, as amended and restated on October 20, 2026, by and among the Company and CHS US Investments LLC (“CHS”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with CHS and Nexus, the “Investor Group”), the Investor Group agreed to purchase all unsubscribed shares of Class A Common Stock to be issued in connection with the Rights Offering at a price of $3.55 per share (the “Backstop Commitment”). On October 21, 2026, in satisfaction of the Backstop Commitment, the Company issued an aggregate of 1,724,089 shares of Class A Common Stock to the Investor Group, of which 458,245 shares were purchased by CHS, 632,922 shares were purchased by Nexus and 632,922 shares were purchased by STORY3. The gross proceeds received by the Company from the Backstop Commitment were approximately $6.1 million. (I) All shares issued in satisfaction of the Backstop Commitment and (II) 2,495,391 shares issued to the Investor Group as subscribers in connection with the Rights Offering, were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

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/ Cara Schembri
		Name: Cara Schembri
		Title: Chief Legal & Administrative Officer

Dated: October 26, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB