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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): August 20, 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 1.01 | Entry Into a Material Definitive Agreement. |
Recapitalization Transactions
On August 20, 2025, Rent the Runway, Inc. (the
“Company”) entered into an exchange agreement (the “Exchange Agreement”) between the Company and CHS US Investments
LLC (the “Lender”), the lender under the Company’s credit agreement, dated as of July 23, 2018, by and among the Company,
as borrower, the lenders from time to time party thereto and CHS (US) Management LLC (as successor-in-interest to Double Helix Pte Ltd.),
as administrative agent (“Agent”) (as amended, restated, supplemented, revised or otherwise modified to date, the “Existing
Credit Agreement”), in connection with the Company’s proposed recapitalization transactions (the “Recapitalization Transactions”)
to enhance the Company’s financial position and financial flexibility by significantly reducing its existing indebtedness, improving
its borrowing rate and extending the maturity of its remaining indebtedness, as further described below. Capitalized terms used but not
otherwise defined herein have the meaning set forth in the Exchange Agreement.
In connection with its entry into the Exchange
Agreement, on August 20, 2025, the Company also entered into (i) an investor rights agreement (the “Investor Rights Agreement”),
by and among the Company, Lender, Gateway Runway, LLC (“Nexus”), S3 RR Aggregator, LLC (“Story3” and, collectively
with Nexus and Lender, the “Investor Group”) and certain entities affiliated with Jennifer Hyman, (ii) an amendment to the
employment agreement with Ms. Hyman, the Company’s Co-Founder, Chief Executive Officer, President and Chair (the “Amended
Employment Agreement”), (iii) an amendment to the Rent the Runway, Inc. Transaction Bonus Plan (the “Amended Transaction Bonus
Plan”), (iv) a rights offering backstop agreement (the “Rights Offering Backstop Agreement”), by and among the Company
and the Investor Group, (v) a debt and equity purchase agreement (the “Debt and Equity Purchase Agreement”), by and among
the Company, Agent and the Investor Group, and (vi) a conversion notice and proxy (the “Conversion Notice and Proxy”) with
each of the holders of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”),
each as further described below.
In addition, upon the closing of the Exchange
Transactions (as defined below) (the “Closing”), the Company shall enter into an amended and restated credit agreement (the
“New Credit Agreement”), by and among the Company, as borrower, Agent, as the administrative agent, and the Investor Group,
substantially in the form of Exhibit F to the Exchange Agreement, to evidence the new term loans that will result, upon the Closing, from
the transactions described below.
The Company’s board of directors (the
“Board”), acting on the unanimous recommendation of the finance committee of the Board (the “Finance
Committee”), with the Finance Committee being comprised of independent and disinterested directors formed for the purpose of
considering potential financing and strategic transactions, such as the Recapitalization Transactions, unanimously (with Ms. Hyman
abstaining) (i) determined that the terms of the Exchange Agreement and the other Principal Transaction Documents and the
Transactions, including the Exchange Transactions (as defined below), are fair to, and in the best interests of, the Company and the
Company’s stockholders, (ii) determined that it is in the best interests of the Company and the Company’s stockholders
and declared it advisable that the Company enter into the Exchange Agreement and the other Principal Transaction Documents, (iii)
approved the execution and delivery by the Company of the Exchange Agreement and the other Principal Transaction Documents, the
performance by the Company of its covenants and agreements contained therein and the consummation of the Transactions upon the terms
and subject to the conditions contained therein, (iv) resolved to recommend that the Company’s stockholders vote to approve
the issuance of the Exchange Stock (as defined below) and the issuance of shares of the Company’s Class A common stock, par
value $0.001 per share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common
Stock”) issuable pursuant to the Rights Offering Backstop Agreement, the MIP (as defined below) and the Thirteenth Amended and
Restated Certificate of Incorporation of the Company (the “Amended and Restated Charter”), substantially in the form of
Exhibit D to the Exchange Agreement, to be effective immediately prior to the Closing, in each case, pursuant to the terms of the
Exchange Agreement, and (v) directed that the matters in clause (iv) be submitted for approval by the Company’s
stockholders.
Exchange Agreement
Pursuant to the Exchange Agreement, at the Closing,
Lender would (i) exchange $100 million of existing outstanding indebtedness owing to Lender under the Existing Credit Agreement on a dollar-for-dollar
cashless basis for new term loans under the New Credit Agreement (“Exchange Consideration Term Loans”) and (ii) contribute
all outstanding indebtedness owing to Lender under the Existing Credit Agreement in excess thereof to the Company in exchange for newly
issued shares of the Class A Common Stock, equal to 86% of the number of shares of Common Stock outstanding as of the Closing (after giving
effect to the Conversions (as defined below), but before giving effect to the Rights Offering (as defined below) and the MIP Pool (as
defined below)) (the “Exchange Stock”) (collectively, the “Exchange Transactions”).
In connection with the Exchange Agreement, all
of the holders of the Class B Common Stock (the “Proxy Stockholders”) executed and delivered a Conversion Notice and Proxy
(collectively, the “Conversion Notices”), pursuant to which each such Proxy Stockholder (i) opted to convert his, her or its
respective shares of Class B Common Stock into shares of Class A Common Stock pursuant to the Company’s certificate of incorporation,
effective immediately prior to (A) the effectiveness of the Amended and Restated Charter, or (B) if stockholder approval of the Amended
and Restated Charter is not obtained, the Closing (the “Conversions”), and (ii) granted to certain officers of the Company,
at the request of the Board, a proxy to vote (or cause to be voted) all shares of Common Stock held by such Proxy Stockholders at the
meeting of stockholders to be held to obtain the approval of all actions presented to the Company’s stockholders by the Board that
are necessary and desirable in connection with the Recapitalization Transactions, including the issuance of the Exchange Stock, to the
extent required by Nasdaq rules, the issuance of shares issuable pursuant to the Rights Offering Backstop Agreement, and the Amended and
Restated Charter (the proxy described in this clause (ii), the “Proxy”).
The Closing is not subject to a financing
condition, but is subject to certain conditions to Closing, including (i) approval of the Company’s stockholders (the
“Company Stockholder Approval”) of the issuance of the Exchange Stock pursuant to the Exchange Agreement and the
amendment and restatement of the Company’s Amended and Restated 2021 Incentive Award Plan (as further described below), (ii)
absence of any order or injunction prohibiting the consummation of the Transactions, (iii) consummation of the Rights Offering, (iv)
substantially simultaneous consummation of the sale transactions contemplated by the Debt and Equity Purchase Agreement, (v) entry
by the Company and the Investor Group into the New Credit Agreement and effectiveness thereof, (vi) adoption of amended and restated
bylaws, (vii) subject in certain cases to customary materiality qualifiers, the accuracy of the representations and warranties
contained in the Exchange Agreement and compliance with the covenants contained in the Exchange Agreement and (viii) no Company
Material Adverse Effect having occurred since the date of the Exchange Agreement that is continuing.
The Exchange Agreement contains customary representations,
warranties and covenants, including, among others, covenants by the Company to conduct its businesses in the ordinary course between the
execution of the Exchange Agreement and the Closing, not to engage in certain kinds of transactions during such period (including payment
of dividends outside of the ordinary course or as otherwise permitted under the Exchange Agreement), to convene and hold a meeting of
its stockholders to consider and vote upon Company Stockholder Approval, to seek approval from the Company’s stockholders of the
Amended and Restated Charter, to conduct the Rights Offering, and, subject to certain customary exceptions, for the Board to recommend
that its stockholders approve the issuance of the Exchange Stock pursuant to the Exchange Agreement, to the extent required by Nasdaq
rules, the issuance of shares issuable pursuant to the Rights Offering Backstop Agreement, and the Amended and Restated Charter. The Exchange
Agreement also contains customary representations, warranties and covenants of Lender.
The Exchange Agreement contains a customary “no-shop”
provision that restricts the Company’s ability to, among other things, solicit Takeover Proposals from third parties and to provide
non-public information to, and engage in discussions or negotiations with, third parties regarding Takeover Proposals. The “no-shop”
provision allows the Company, under certain circumstances and in compliance with certain obligations set forth in the Exchange Agreement,
to provide non-public information to any person and its representatives that has made a bona fide Takeover Proposal that either constitutes,
or would reasonably be expected to lead to, a Takeover Proposal.
The Exchange Agreement contains certain
termination rights for both the Company and Lender. The Company shall pay to Lender a fee of $6,000,000 if: (i) Lender terminates
the Exchange Agreement as a result of an Adverse Recommendation Change by the Board; (ii) the Company terminates the Exchange
Agreement to enter into a definitive agreement for a Superior Proposal; or (iii) a Takeover Proposal has been made and thereafter
the Exchange Agreement is terminated as a result of the Exchange Transactions not having been consummated on or before 11:59 p.m.,
Eastern time, on February 20, 2026 (as such date may be extended pursuant to any written agreement to so extend that is executed by
the Company and Lender), the Company Stockholder Approval not having been obtained, the Company’s breach of its
representations, warranties or covenants in a manner that would cause the related conditions to Closing to not be met or a Proxy
Stockholder having rescinded, revoked, withdrawn, repudiated or challenged the validity or effectiveness of their respective
Conversion Notices or Proxy (a “Proxy Revocation”), and within 12 months of such termination the Company or any of its
subsidiaries consummates a specified Takeover Proposal or enters into a definitive agreement providing for a specified Takeover
Proposal. The Company shall pay to Lender a fee of $2,000,000 if Lender terminates the Exchange Agreement as a result of a Proxy
Revocation (which shall be creditable against the $6,000,000 termination fee). The Exchange Agreement also provides that either party
may specifically enforce the other party’s obligations under the Exchange Agreement.
Pursuant to the Exchange Agreement, Lender and
the Company shall take all actions as may be necessary to cause, upon the Closing, the Board to consist of seven members, including Ms.
Hyman, a director selected by Ms. Hyman and approved by the Investor Group, a director designated by Nexus, a director designated by Story3
and three directors designated by the Board and subject to the approval of the Investor Majority (as defined in the Investor Rights Agreement).
The description of the terms of the Exchange Agreement
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.
New Credit Agreement Terms
The New Credit Agreement, when entered into in
accordance with the terms of the Exchange Agreement, will amend and restate the Existing Credit Agreement and provide for $120 million
in aggregate principal amount of term loans comprised of (x) $100 million of Exchange Consideration Term Loans and (y) $20 million of
new money term loans to be provided by the Investor Group at the Closing (the “New Money Term Loans”). All such term loans
would mature on the fourth anniversary of the Closing and bear interest, at the Company’s option, at either (i) a bank reference
rate, plus 4.00% or (ii) term SOFR plus 5.00%, in each case per annum. The New Credit Agreement would also modify the Existing Credit
Agreement in certain other respects, including by temporarily reducing the minimum liquidity maintenance covenant from $30 million to
$15 million, which reduced minimum liquidity maintenance covenant applies during the period from the Closing Date until February 20, 2027
and thereafter reverts to $30 million.
The description of the terms of the New Credit
Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of such agreement attached to
the Exchange Agreement, which is attached hereto as Exhibit F to Exhibit 10.1 and incorporated herein by reference.
Debt and Equity Purchase Agreement
Pursuant to the Debt and Equity Purchase
Agreement, subject to the terms and conditions thereof, each of Nexus and Story3 has agreed to enter into the New Credit Agreement, to provide its share of the New Money Term Loans, and to purchase (i) $15 million of the Exchange Consideration
Term Loans and (ii) 15% of the Exchange Stock from Lender for an aggregate purchase price of $15 million immediately following the
Closing. Consummation of the sale transactions under the Debt and Equity Purchase Agreement is conditioned only on the substantially
simultaneous closing of the Exchange Transactions.
The description of the terms of the Debt and Equity
Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Debt and Equity Purchase Agreement.
Investor Rights Agreement
Pursuant to the Investor Rights Agreement, which
takes effect upon the closing of the Exchange Transactions, the Company will be required to prepare and file with the Securities and Exchange
Commission (the “SEC”), within 20 days following the Closing, a shelf registration statement registering the resale of Class
A Common Stock held by Ms. Hyman and the Investor Group, and will grant certain demand, piggyback and shelf registration rights to Ms.
Hyman and the Investor Group.
The Investor Rights Agreement also provides for
certain Board designation rights of the Investor Group and Ms. Hyman following the Closing. Pursuant to the Investor Rights Agreement,
for so long as they meet certain minimum ownership thresholds, each of Nexus and Story3 will be entitled to designate one director to
the Board, and the Board will designate three directors to the Board, subject to the approval of the Investor Majority and after considering
in good faith Ms. Hyman’s views in connection therewith. In addition, the Investor Rights Agreement provides that, so long as Ms.
Hyman serves as Chief Executive Officer of the Company, she will be designated as a member of the Board, and, for so long as she continues
to own a specified minimum number of Class A Common Stock, Ms. Hyman will be entitled to appoint one additional director to the Board,
subject to the reasonable approval of the Investor Majority. Subject to certain minimum ownership thresholds, each of Ms. Hyman, Nexus
and Story3 would also be entitled to appoint a non-voting Board observer, and the Lender would be entitled to appoint two non-voting Board
observers; provided, that (i) each of Story3 and Nexus shall have the right to designate one Board observer in total pursuant to the Investor
Rights Agreement and the New Credit Agreement and (ii) the Lender shall have the right to designate two Board observers in total pursuant
to the Investor Rights Agreement and the New Credit Agreement.
The description of the terms of the Investor Rights
Agreement 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 10.2 and incorporated herein by reference.
Rights Offering Backstop Agreement
Pursuant to the Exchange Agreement, the Company
has agreed to prepare and file with the SEC a registration statement on Form S-1 in connection with a $12,500,000 rights offering by the
Company (the “Rights Offering”). Under the Rights Offering Backstop Agreement, the Investor Group agreed to purchase from
the Company, at a price of $4.08 per share, all unsubscribed shares of the Class A Common Stock to be issued in connection with the Rights
Offering, on the terms and subject to the conditions set forth in the Rights Offering Backstop Agreement. The completion of the Rights
Offering, as well as the Investor Group’s obligations to complete the purchase of shares pursuant to the Rights Offering Backstop
Agreement, are subject to certain customary conditions, including among others, that a registration statement with respect to the Rights
Offering has been declared and remains effective and, to the extent required by Nasdaq rules, stockholder approval of the purchase of
shares pursuant to the Rights Offering Backstop Agreement.
The description of the terms of the Rights Offering
Backstop Agreement 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 10.3 and incorporated herein by reference.
Fourteenth Amendment
Concurrently with entry into the Exchange Agreement,
the Company entered into a Fourteenth Amendment to the Existing Credit Agreement. The Fourteenth Amendment provides that, until the Relief
Termination Date (as defined therein), (i) interest that would otherwise be payable in cash will be capitalized and (ii) the liquidity
financial covenant level will be reduced to $15 million. In addition, the Fourteenth Amendment increases the number of Board observers
permitted to be designated by the Agent from one to two and defers the operation of certain other financial covenants until the end of
the fiscal year ending January 31, 2026. Relief under the Fourteenth Amendment generally continues until the earliest of the Outside Date
(as defined in the Exchange Agreement), termination of the Exchange Agreement (with an additional 30-day relief period in certain circumstances)
and the occurrence of the Closing.
The description of the terms of the Fourteenth
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 10.4 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 of this
Current Report on Form 8-K with respect to the Exchange Agreement and the issuance of the Exchange Stock is incorporated by reference
into this Item 3.02.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Management Incentive Plan
The Exchange Agreement requires that the Company
take all actions necessary to increase the maximum number of shares of Class A Common Stock authorized for issuance under the Company’s
Amended and Restated 2021 Incentive Award Plan, subject to stockholder and Board approval, by a number of shares of Class A Common Stock
(such shares, the “MIP Pool”) equal to approximately 18.3% of the shares of Class A Common Stock outstanding immediately prior
to the Closing, determined on a fully diluted basis (the “MIP”).
Amendment to Ms. Hyman’s Employment Agreement
In connection with the entry into the Exchange
Agreement and with effectiveness contingent on the Closing, on August 20, 2025, the Company and Ms. Hyman entered into the Amended Employment
Agreement. The Amended Employment Agreement provides, among other things, for an initial term that expires on January 31, 2030, subject
to automatic one-year extensions unless one party provides the other with notice not more than 90 days prior to the expiration of the
term.
The Amended Employment Agreement further provides
that, within 30 days following the Closing, the Company will grant Ms. Hyman an award from the MIP Pool in respect of 5% of the shares
of Class A Common Stock outstanding immediately following the Closing in accordance with the Exchange Agreement, assuming target-level
performance, or 7.5% assuming maximum performance.
In addition, the Amended Employment Agreement
reduces the cash severance that Ms. Hyman is eligible to receive. Under the terms of the Amended Employment Agreement, Ms. Hyman will
be eligible for a cash severance payment in an amount equal to (i) her applicable “severance multiplier,” multiplied by (ii)
her then-current annual base salary and annual target bonus. Her “severance multiplier” will be equal to 1.5 in the event
that during either the 12-month period following the
Closing or the 24-month period following a “change in control,”
her employment is terminated by the Company without “cause” or, in certain specified circumstances, she resigns for “good
reason” (each, as defined in the Amended Employment Agreement). Her severance multiplier will be 1.0 in the event that her employment
is terminated by the Company without cause or she resigns for good reason other than under the circumstances described in the immediately
preceding sentence.
Transaction Bonus Plan Amendment
In connection with the entry into the Exchange
Agreement, on August 20, 2025, the Compensation Committee of the Board approved the Amended Transaction Bonus Plan. The Amended Transaction
Bonus Plan provides that each participant will no longer be eligible for the participant’s free cash flow bonus and the participant’s
base transaction bonus (the “Base Transaction Bonus”) will not be paid in full upon the Closing. Instead, the Base Transaction
Bonus will be paid 25% at Closing (the “Closing Installment”), 6.25% on the 18-month, 24-month, 30-month and 36-month anniversaries
of the Closing (each, a “Semi-Annual Installment”), with the final 50% becoming payable on the earlier of January 31, 2030,
and the date of a change in control (which does not include the Recapitalization Transactions), in the case of the final 50%, based on
the satisfaction of financial or stock price-based performance measures (as applicable), provided that the participant remains employed
through the date each Base Transaction Bonus installment is paid. The Closing Installment and each Semi-Annual Installment are subject
to repayment to the Company, net of taxes paid with respect thereto, if the participant terminates their employment prior to the applicable
vesting date other than due to a “good leaver termination” (as defined in the Amended Transaction Bonus Plan). The Closing
Installment will vest 25% on each of the first four anniversaries of the Closing, the first Semi-Annual Installment will vest 33% on each
of the second, third and fourth anniversary of the Closing, the second and third Semi-Annual Installments will each vest 50% on each of
the third and fourth anniversary of the Closing, and the fourth Semi-Annual Installment will fully vest on the fourth anniversary of the
Closing.
The Amended Transaction Bonus Plan will be automatically
void and the existing Transaction Bonus Plan will continue in effect, if the Exchange Agreement is terminated and the Closing does not
occur.
The description of the terms of the Amended Transaction
Bonus Plan 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 10.5 and incorporated herein by reference.
Director Resignation
On August 19, 2025, Gwyneth Paltrow, a member
of the Board, tendered her resignation from the Board and all committees on which she served, effective immediately. Ms. Paltrow’s
resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or
practices.
Contingent Resignations
On August 20, 2025, Timothy Bixby, Jennifer Fleiss, Scott Friend, Beth
Kaplan, Daniel Rosensweig and Michael Roth tendered their resignation from the Board and all committees on which they serve, contingent
upon the consummation of the Recapitalization Transactions and the Board accepting such resignations, to be effective upon acceptance.
The resignations were not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or
practices, and were tendered solely to facilitate the Recapitalization Transactions and reconstitute the Board pursuant to the terms of
the Exchange Agreement, as described above.
On August 21, 2025, the Company issued a press
release announcing entry into the Recapitalization Transactions. A copy of the press release is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference. On August 21, 2025, the letter attached hereto as Exhibit 99.2 to
this Current Report on Form 8-K was disseminated in connection with the announcement of the Recapitalization Transactions and is incorporated
herein by reference.
Important Information for Investors and Stockholders
The issuance of the Exchange Stock in connection
with the Recapitalization Transactions will be submitted to the Company’s stockholders for their consideration, and the Company
will file a proxy statement with the SEC to be used to solicit stockholder approval of the proposed transactions, as well as other relevant
documents concerning the Recapitalization Transactions. The Company’s stockholders are urged to read the proxy statement regarding
the proposed Recapitalization Transactions when it becomes available and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain important information. The proxy statement, as well as other
filings containing information about the Company, will be available on the SEC’s website (http://www.sec.gov). Copies of the proxy
statement and any documents incorporated by reference therein will also be provided to the Company’s stockholders, without charge,
by directing a request to: Rent the Runway, Inc., 10 Jay Street, Brooklyn, New York 11201, Attention: Corporate Secretary, or investors@renttherunway.com.
Participants in the Solicitation
The Company and its directors, executive officers
and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company’s
stockholders in favor of the Recapitalization Transactions. Information concerning persons who may be deemed participants in the solicitation
of the Company’s stockholders under the rules of the SEC will be set forth in the proxy statement when it is filed with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report
on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. These statements include,
but are not limited to, the timing, completion and anticipated benefits of the proposed Recapitalization Transactions and the Rights Offering,
the ability to obtain stockholder approval, future investments in the Company’s business, statements regarding the Company’s
business strategy and objectives, and the impact of the Recapitalization Transactions on the Company’s multi-year transformational
plan. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In
some cases, you can identify forward-looking statements because they contain words such as “aim,” “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “toward,” “will,” or “would,” or the negative of these words or other similar
terms or expressions. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read
as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance
or results will be achieved, if at all. Forward-looking statements are based on information available at the time those statements are
made and are based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management
as of that time with respect to future events. These statements are subject to risks and uncertainties, many of which involve factors
or circumstances that are beyond the Company’s control, that could cause actual performance or results to differ materially from
those expressed in or suggested by the forward-looking statements.
In light of these risks and uncertainties, the
forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially
from those anticipated or implied in the forward-looking statements. These risks and uncertainties include: the completion of the proposed
Recapitalization Transactions on anticipated terms, or at all, and timing of completion, including obtaining approval for the proposed
Recapitalization Transactions from the Company’s stockholders; anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses, future prospects, business
and management strategies for the management, expansion and growth of the Company’s operations and other conditions to the completion
of the proposed Recapitalization Transactions, including the possibility that any of the anticipated benefits of the proposed Recapitalization
Transactions will not be realized or will not be realized within the expected time period; potential litigation relating to the proposed
Recapitalization Transactions that could be instituted against the Company or its directors and officers; the risk that disruptions from
the proposed Recapitalization Transactions will harm the Company’s business, including current plans and operations and that management’s
time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed Recapitalization Transactions; rating agency actions; potential business uncertainty,
including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed Recapitalization
Transactions that could affect the Company’s financial performance and operating results; certain restrictions during the pendency
of the proposed Recapitalization Transactions that may impact the Company’s ability to pursue certain business opportunities or
strategic transactions or otherwise operate the Company’s business; dilution caused by the Company’s issuance of additional
shares of the Class A Common Stock in connection with the proposed Recapitalization Transactions; the possibility that the Recapitalization
Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the Company’s
ability to drive future growth or manage the Company’s growth effectively; the highly competitive and rapidly changing nature of
the global fashion industry; risks related to the macroeconomic environment; changes in global trade policies, tariffs, and other measures
that could restrict international trade; the Company’s ability to cost-effectively grow its customer base; any failure to attract
or retain customers; the Company’s ability to accurately forecast customer demand, acquire and manage the Company’s offerings
effectively and plan for future expenses; risks arising from the restructuring of the Company’s operations; the Company’s
reliance on the effective operation of proprietary technology systems and software as well as those of third-party vendors and service
providers; risks related to shipping, logistics and the Company’s supply chain; the Company’s ability to remediate its material
weaknesses in its internal control over financial reporting; laws and regulations applicable to the Company’s business; the Company’s
reliance on the experience and expertise of its senior management and other key personnel; the Company’s ability to adequately obtain,
maintain, protect and enforce its intellectual property and proprietary rights; compliance with data privacy, data security, data protection
and consumer protection laws and industry standards; risks associated with the Company’s brand and manufacturing partners; the Company’s
reliance on third parties to provide payment processing infrastructure underlying its business; the Company’s dependence on online
sources to attract consumers and promote its business which may be affected by third-party interference or cause its customer acquisition
costs to rise;
failure by the Company, the Company’s brand partners, or third
party manufacturers to comply with its vendor code of conduct or other laws; risks related to the Company’s debt, including the
Company’s ability to comply with covenants in the Company’s credit facility; risks related to the Class A Common Stock and
ownership structure; and risks related to future pandemics or public health crises.
Information regarding risks and uncertainties
that could cause actual results to differ materially from the Company’s expectations is included in the Company’s Quarterly
Report on Form 10-Q for the quarter ended April 30, 2025, and in the section entitled “Risk Factors” in the Company’s
other periodic reports filed with the SEC. Except as required by law, the Company does not undertake any obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Exchange Agreement, dated August 20, 2025, by and between the Company and Lender |
| 10.2 |
|
Investor Rights
Agreement, dated August 20, 2025, by and among the Company, the Investor Group and entities affiliated with Jennifer Hyman |
| 10.3 |
|
Rights Offering Backstop Agreement, dated August 20, 2025, by and among the Company and the Investor Group |
| 10.4 |
|
Fourteenth Amendment to the Credit Agreement, dated August 20, 2025, by and among the Company, CHS (US) Management LLC, as the administrative agent, and Lender |
| 10.5 |
|
Amendment No. 2 to Rent the Runway, Inc. Transaction Bonus Plan |
| 99.1 |
|
Press release, dated August 21, 2025, announcing the Recapitalization Transactions |
| 99.2 |
|
Letter from the Chief Executive Officer of Rent the Runway, Inc. to Employees, dated August 21, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: August 21, 2025
