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Rent the Runway (NASDAQ: RENT) adds option to capitalize interest

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rent the Runway, Inc. filed an update describing a Second Amendment to its Amended and Restated Credit Agreement. The amendment, entered on April 1, 2026, allows the company to capitalize interest instead of making cash interest payments under the credit facility until May 3, 2027, subject to the agreement’s terms. The amendment is between the company as borrower, certain lenders, and CHS (US) Management LLC as administrative agent.

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Insights

Amended credit terms let Rent the Runway defer cash interest, affecting liquidity management.

The amendment gives Rent the Runway the ability to capitalize interest on its existing credit agreement until May 3, 2027. Capitalizing interest means adding interest to the loan balance instead of paying it in cash as it accrues.

This change can support short-term liquidity because less cash is used for interest payments, though total debt obligations can grow over time. The impact depends on the facility size and how often the company uses this option, which are not detailed in the excerpt.

The amendment involves the existing lenders and CHS (US) Management LLC as administrative agent, indicating cooperation from financing partners on revised terms. Future company filings may provide more detail on resulting interest costs and debt balances.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Second Amendment date April 1, 2026 Date Rent the Runway entered the Second Amendment to its Credit Agreement
Interest capitalization period end May 3, 2027 Latest date through which interest may be capitalized instead of paid in cash
Original Amended and Restated Credit Agreement date October 28, 2025 Effective date of the underlying Amended and Restated Credit Agreement
First Amendment date January 28, 2026 Date of the First Amendment to the Amended and Restated Credit Agreement
Second Amendment to Amended and Restated Credit Agreement financial
"entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”)"
capitalize interest financial
"amends the Credit Agreement to provide the Company with the ability to capitalize interest in lieu of cash payments"
administrative agent financial
"CHS (US) Management LLC, as administrative agent (the “Agent”)"
An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Exhibit 10.1 regulatory
"Second Amendment to Amended and Restated Credit Agreement, dated April 1 , 2026, by and among the Company, the Agent, and the Lenders"
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): April 1, 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 Number)
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (212) 524-6860
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 Act:
 
Title of each class 
Trading
Symbol(s)
 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01Entry Into a Material Definitive Agreement.

Second Amendment

On April 1, 2026, Rent the Runway, Inc. (the “Company”) entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second 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 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of January 28, 2026 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Second Amendment amends the Credit Agreement to provide the Company with the ability to capitalize interest in lieu of cash payments until May 3, 2027.

The description of the terms of the Second 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 9.01Exhibits.
(d) Exhibits.
 
Exhibit No.  Description
10.1  
Second Amendment to Amended and Restated Credit Agreement, dated April 1, 2026, by and among the Company, the Agent, and the Lenders
 



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.
Date: April 6, 2026
By:/s/ Siddharth Thacker
Siddharth Thacker
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

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

Rent the Runway entered a Second Amendment to its Amended and Restated Credit Agreement. The change allows the company to capitalize interest instead of making cash interest payments under the facility, according to the terms, providing added flexibility in how interest is handled.

How long can Rent the Runway (RENT) capitalize interest under the amendment?

The Second Amendment permits Rent the Runway to capitalize interest in lieu of cash payments until May 3, 2027. This period defines how long interest may be added to the loan balance rather than paid in cash, based on the agreement’s specific terms and conditions.

Who are the parties to Rent the Runway’s Second Amendment to the Credit Agreement?

The Second Amendment is among Rent the Runway, Inc. as borrower, the lenders party to the agreement, and CHS (US) Management LLC as administrative agent. These parties previously entered the Amended and Restated Credit Agreement that is being further modified by this amendment.

When was Rent the Runway’s original Amended and Restated Credit Agreement signed?

The Amended and Restated Credit Agreement referenced in the filing is dated October 28, 2025. It was later modified by a First Amendment dated January 28, 2026, and now by the Second Amendment described in the current report for additional interest-handling flexibility.

Where can investors read the full text of Rent the Runway’s Second Amendment?

The complete Second Amendment to the Amended and Restated Credit Agreement is filed as Exhibit 10.1. It is incorporated by reference, allowing investors to review detailed terms and conditions beyond the brief description provided in the current report summary text.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents