Rent the Runway (NASDAQ: RENT) details $12.5M rights offering

Rhea-AI Filing Summary

Rent the Runway, Inc. plans a rights offering of up to 3,063,725 shares of its Class A common stock at $4.08 per share, targeting gross proceeds of $12,500,000. The company will distribute transferable subscription rights at no charge to holders of its Class A and Class B common stock as of the close of business on the October 6, 2025 record date. More detailed terms will be provided in a prospectus supplement to be filed when the offering is launched.

Insights

Equity Capital Markets Analyst

Rent the Runway plans a $12.5M rights offering for existing holders.

Rent the Runway, Inc. is preparing a rights offering allowing current Class A and Class B stockholders to buy up to 3,063,725 additional Class A shares at a fixed subscription price of $4.08 per share. If fully subscribed, the transaction would raise gross proceeds of $12,500,000, providing new equity capital to the company.

Because rights are distributed at no charge and are transferable, existing investors receive the choice either to exercise their rights, sell them, or let them expire. The structure is designed so that stockholders who participate can maintain their ownership percentage, while those who do not may see their stake diluted if a substantial portion of the rights are exercised.

The company has set a record date of October 6, 2025 for determining eligible holders, and it plans to file a prospectus supplement with detailed terms when the offering is launched. Actual proceeds and dilution will depend on how many rights are exercised under those final terms.

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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): September 24, 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 7.01 Regulation FD Disclosure.

On September 24, 2025, Rent the Runway, Inc. (the “Company”) announced a record date of October 6, 2025 (the “Record Date”) in connection with the previously announced $12,500,000 rights offering. Under the terms of the rights offering, the Company intends to distribute at no charge to holders of its Class A common stock and Class B common stock as of the close of business on the Record Date, transferable subscription rights to purchase up to an aggregate of 3,063,725 shares of the Company’s Class A common stock, par value $0.001 per share, at a subscription price of $4.08 per share. More details of the rights offering will be included in a prospectus supplement to be filed with the U.S. Securities and Exchange Commission when the offering is launched.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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: September 24, 2025

FAQ

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

Rent the Runway, Inc. announced the key terms and record date for a previously disclosed $12,500,000 rights offering of its Class A common stock.

How large is Rent the Runway’s planned rights offering?

The planned rights offering is for up to 3,063,725 shares of Class A common stock at a subscription price of $4.08 per share, targeting $12,500,000 in gross proceeds.

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

Transferable subscription rights will be distributed at no charge to holders of Rent the Runway’s Class A and Class B common stock as of the close of business on the record date.

What is the record date for Rent the Runway’s rights offering?

The record date for determining stockholders entitled to receive rights is October 6, 2025.

What type of security is Rent the Runway offering in this transaction?

The company is offering Class A common stock, par value $0.001 per share, through a rights offering to existing stockholders.

Will there be more information about the Rent the Runway rights offering?

Yes. More details will be provided in a prospectus supplement that Rent the Runway plans to file with the U.S. Securities and Exchange Commission when the offering is launched.