Rent the Runway (NASDAQ: RENT) removes minimum liquidity covenant

Rhea-AI Filing Summary

Rent the Runway, Inc. entered into a First Amendment to its Amended and Restated Credit Agreement on January 28, 2026 with its existing lenders and CHS (US) Management LLC as administrative agent. The amendment removes the minimum liquidity covenant from the credit agreement originally dated October 28, 2025. This change eases one of the company’s financial constraints under its loan agreement, potentially giving Rent the Runway more flexibility in how it manages cash and short‑term funding while keeping the overall lending relationship in place.

Insights

Credit & Capital Structure Analyst

Rent the Runway relaxes a key loan covenant, gaining more financial flexibility but keeping its credit facility intact.

Rent the Runway amended its existing credit agreement with current lenders and CHS (US) Management LLC to remove the minimum liquidity covenant. A minimum liquidity test typically requires a borrower to maintain a certain cash or liquidity level, so its removal loosens a core financial condition tied to the debt.

This change can make day‑to‑day cash management more flexible, especially in a business with variable working capital needs. However, the excerpt does not detail any offsetting changes such as pricing, maturities, or new covenants, so the broader economic trade‑off is not visible here.

Investors may pay attention to future disclosures around this amended credit agreement, including any subsequent borrowing levels or additional amendments referenced in later filings for periods after January 28, 2026.

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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): January 28, 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 1.01   Entry Into a Material Definitive Agreement.

First Amendment

On January 28, 2026, Rent the Runway, Inc. (the “Company”) entered into the First Amendment to Amended and Restated Credit Agreement (the “First Amendment”), by and among the Company, as borrower, the lenders party thereto (the “Lenders”) and CHS (US) Management LLC, as administrative agent (the “Agent”) which amends the Amended and Restated Credit Agreement, dated as of October 28, 2025 (the “Credit Agreement”), by and among the Company, the Lenders and the Agent. The First Amendment amends the Credit Agreement to remove the minimum liquidity covenant.

The description of the terms of the First Amendment does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01   Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		First Amendment to Amended and Restated Credit Agreement, dated January 28, 2026, by and among the Company, CHS (US) Management LLC, as the administrative agent, and the lenders party thereto

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/ Siddharth Thacker
		Name:  Siddharth Thacker
		Title:    Chief Financial Officer

Dated: February 3, 2026

FAQ

What did Rent the Runway (RENT) change in its credit agreement?

Rent the Runway amended its existing credit agreement to remove the minimum liquidity covenant. This covenant previously required the company to maintain a certain liquidity level, so its removal relaxes that specific financial condition without changing the core lending relationship disclosed here.

Who are the parties to Rent the Runway’s amended credit agreement?

The amended agreement is between Rent the Runway, Inc. as borrower, the existing lenders, and CHS (US) Management LLC as administrative agent. These parties were already in the Amended and Restated Credit Agreement dated October 28, 2025, which the new amendment modifies.

When did Rent the Runway approve the First Amendment to its credit agreement?

Rent the Runway entered into the First Amendment to its Amended and Restated Credit Agreement on January 28, 2026. This date is identified as the agreement date and the earliest event reported, forming the basis for the related current report disclosure.

Why is removing a minimum liquidity covenant important for Rent the Runway?

Removing the minimum liquidity covenant eliminates a requirement to maintain a specified liquidity level under the loan. This can give Rent the Runway greater flexibility in managing cash and short‑term funding, though the excerpt does not describe any other changes to loan pricing or terms.

Where can investors find the full terms of Rent the Runway’s First Amendment?

The complete First Amendment to the Amended and Restated Credit Agreement is filed as Exhibit 10.1. The company notes that its brief description is qualified in its entirety by this exhibit, which is incorporated by reference into the disclosure.