Rent the Runway sets date for $15M rights offer

Rent the Runway, Inc. (RENT) announced a record date of September 25, 2026 for its previously announced $15,000,000 rights offering of up to 4,225,352 shares of Class A common stock.

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) announced a record date of September 25, 2026 for its previously announced $15,000,000 rights offering of up to 4,225,352 shares of Class A common stock. Holders of Class A common stock as of the close of business on the record date will receive transferable subscription rights distributed at no charge.

Each right will permit the holder to purchase shares at a subscription price equal to the greater of $3.55 or the volume weighted average price of the Class A common stock for the 15 trading days through and including the record date. Additional terms and mechanics of the rights offering will be described in a prospectus to be filed with the U.S. Securities and Exchange Commission when the offering is launched.

Filing Explained

The $15 million is a planned offering, not proceeds received; share issuance and dilution remain contingent on later launch and exercise.

This Form 8-K reports a September 25, 2026 record date for Rent the Runway’s previously announced $15 million rights offering, an event report rather than evidence that the financing has closed.

Although the company intends to distribute rights to buy up to 4,225,352 Class A shares, the filing says it is not itself an offer or sale; if shares are later issued, the additional share count could reduce existing holders’ percentage ownership.

The planned gross amount equals 1,150 days of the latest quarter’s operating cash outflow, while the $29 million of cash and equivalents reported at July 31 equals 2,223.3 days at that historical rate; these comparisons do not establish proceeds received.

The next specified checkpoint is the prospectus, which the company says will be filed when the rights offering is launched.

Sources and calculations

• Rent the Runway Form 8-K (2026-09-15)
• Form 8-K purpose (2026-07-17)
• Dilution definition (2026-07-17)
• Rent the Runway latest quarterly fundamentals (2026-07-31)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $15,000,000 / ($1,200,000 / 92) = 1150 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $29,000,000 / ($1,200,000 / 92) = 2223.3 days

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Rights offering size: $15,000,000 Maximum shares offered: 4,225,352 shares Minimum subscription price: $3.55 per share +2 more

5 metrics

Rights offering size $15,000,000 Previously announced aggregate amount of the rights offering

Maximum shares offered 4,225,352 shares Class A common stock available through the rights offering

Minimum subscription price $3.55 per share Greater of $3.55 or 15-day VWAP through and including the record date

Record date September 25, 2026 Date as of which Class A holders receive subscription rights

Trading symbol RENT Class A common stock listed on NASDAQ

Key Terms

rights offering, record date, transferable subscription rights, volume weighted average price

4 terms

rights offering financial

"in connection with the 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.

record date financial

"announced a record date of September 25, 2026 in connection"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

transferable subscription rights financial

"distribute at no charge to holders ... transferable subscription rights"

Transferable subscription rights are short-term entitlements given to existing shareholders allowing them to buy additional shares in a company at a fixed price, and to sell those entitlements to others if they do not want to exercise them. They matter to investors because they protect ownership stakes from dilution and create a tradable asset—like a coupon that can be used to buy discounted stock or sold for cash—affecting share value and portfolio decisions.

volume weighted average price financial

"represents the volume weighted average price of its Class A common"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

FAQ

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

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

Rent the Runway announced a record date of September 25, 2026 for its previously announced $15,000,000 rights offering, under which existing holders of Class A common stock will receive transferable subscription rights distributed at no charge.

How many shares are included in Rent the Runway’s rights offering?

The rights offering covers up to 4,225,352 shares of Rent the Runway’s Class A common stock. These shares may be purchased by holders who exercise their transferable subscription rights, subject to the final terms described in the forthcoming prospectus.

What is the record date for the RENT rights offering?

The record date is September 25, 2026. Holders of Rent the Runway Class A common stock as of the close of business on that date will receive transferable subscription rights in connection with the rights offering.

What is the subscription price in Rent the Runway’s rights offering?

The subscription price will be the greater of $3.55 per share or the volume weighted average price of Rent the Runway’s Class A common stock for the 15 trading days through and including the September 25, 2026 record date.

Will Rent the Runway shareholders be charged for receiving the rights?

No. The company states it intends to distribute transferable subscription rights at no charge to holders of its Class A common stock as of the close of business on the September 25, 2026 record date.

Where will investors find more details on the RENT rights offering?

More details will be provided in a prospectus to be filed with the SEC when the rights offering is launched. That prospectus will describe the full terms and procedures for exercising the subscription rights.

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): September 15, 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 7.01 Regulation FD Disclosure.

On September 15, 2026, Rent the Runway, Inc. (the “Company”) announced a record date of September 25, 2026 (the “Record Date”) in connection with the previously announced $15,000,000 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 as of the close of business on the Record Date, transferable subscription rights to purchase up to an aggregate of up to 4,225,352 shares of the Company’s Class A common stock, par value $0.001 per share, at a subscription price of the greater of (i) $3.55, which represents the volume weighted average price of its Class A common stock for the 15-day trading period ending on the second trading day preceding September 11, 2026 and (ii) the volume weighted average price of its Class A common stock for the 15-day trading period through and including the Record Date. More details of the rights offering will be included in a prospectus 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 15, 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