Rent the Runway plans $15M rights offering

Rent the Runway plans a $15 million rights offering backed by an investor group committed to purchase any unsubscribed shares.

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) announced that it entered into a Rights Offering Backstop Agreement supporting a $15,000,000 rights offering of its Class A common stock to enhance its financial position and financial flexibility. All eligible holders of Class A common stock on a future record date will receive transferable subscription rights to purchase additional shares.

The Subscription Price will equal the greater of $3.55 or the volume weighted average price of the Class A common stock over the 15 trading days through the record date. An investor group led by CHS US Investments LLC agreed to purchase all unsubscribed shares at the Subscription Price, subject to customary conditions, and the company will file a registration statement on Form S-1 for the rights offering.

Filing Explained

Potential dilution is tied to a not-yet-completed offering; the backstop supports unsubscribed shares, but no new shares or proceeds are reported yet.

The September 11, 2026 filing leaves the rights offering at the agreement-and-preparation stage: the Record Date is still to be set, and completion plus the Investor Group’s backstop remain subject to conditions, including an effective Form S-1.

If completed, eligible Class A holders would receive transferable rights, while the Investor Group would buy unsubscribed shares; those additional shares would increase total shares and reduce an existing holder’s percentage ownership absent offsetting changes.

The Form S-1 is a registration step rather than a sale: this filing does not state that shares have been issued or that offering proceeds have been received.

As of July 31, 2026, the latest quarter reported $29 million of cash and equivalents and $1.2 million of operating cash outflow; at that historical rate, the supplied comparison equals 2,223.3 days of the last reported operating cash use.

The stated resolution path is the Board setting the Record Date, the SEC declaring the registration statement effective, and the parties satisfying the agreement’s other conditions.

Sources and calculations

• Rent the Runway Form 8-K (2026-09-11)
• Form S-1 purpose (2026-07-17)
• Dilution (2026-07-17)
• Rent the Runway latest quarterly fundamentals (2027Q2)

• 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

3 items: 1.01, 3.02, 9.01

3 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Rights offering size: $15,000,000 Minimum Subscription Price: $3.55 per share VWAP measurement period: 15 trading days +1 more

4 metrics

Rights offering size $15,000,000 Aggregate amount of the planned rights offering of Class A common stock

Minimum Subscription Price $3.55 per share Floor price, equal to 15-day VWAP ending before the agreement date

VWAP measurement period 15 trading days Period through and including the record date used to set final Subscription Price

Agreement date September 11, 2026 Date Rent the Runway entered into the Rights Offering Backstop Agreement

Key Terms

rights offering, Backstop Agreement, Subscription Price, volume weighted average price, +1 more

5 terms

rights offering financial

"in connection with a $15,000,000 rights offering by the Company"

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.

Backstop Agreement financial

"entered into a rights offering backstop agreement"

A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.

Subscription Price financial

"the “Subscription Price”"

Subscription price is the set amount an investor pays to buy newly issued shares, bonds or units when a company offers them directly, such as in a rights issue or subscription offering. It matters because it determines how much an investor’s ownership cost will be, affects potential gains or losses and influences dilution of existing shareholders—think of it as a pre-order price that helps decide whether joining the new issue is worthwhile.

volume weighted average price financial

"represents the volume weighted average price of our Class A"

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.

Form S-1 regulatory

"prepare and file with the Securities and Exchange Commission a registration statement on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

FAQ

What capital raise did RENT announce in this 8-K?

Rent the Runway announced a $15,000,000 rights offering of its Class A common stock, intended to enhance its financial position and financial flexibility, with all eligible holders receiving pro rata, transferable subscription rights.

How will the Subscription Price be determined for RENT’s rights offering?

The Subscription Price will be the greater of $3.55 or the 15-day volume weighted average price of Rent the Runway’s Class A common stock through and including the record date set by the board.

Who is backstopping the Rent the Runway (RENT) rights offering?

An investor group consisting of CHS US Investments LLC, Gateway Runway, LLC, and S3 RR Aggregator, LLC agreed to purchase all unsubscribed shares at the Subscription Price under a Rights Offering Backstop Agreement.

What conditions must be met before RENT’s rights offering and backstop close?

Completion of the rights offering and the investor group’s purchase obligations are subject to customary conditions, including that a Form S-1 registration statement for the rights offering has been declared effective and remains effective.

When was Rent the Runway’s Rights Offering Backstop Agreement signed?

The Rights Offering Backstop Agreement was entered into on September 11, 2026 between Rent the Runway, Inc. and the investor group.

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 11, 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.

On September 11, 2026, Rent the Runway, Inc. (the “Company”) entered into a rights offering backstop agreement (the “Rights Offering Backstop Agreement”), by and among the Company, CHS US Investments LLC (“CHS”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with CHS and Nexus, the “Investor Group”), in connection with a $15,000,000 rights offering by the Company (the “Rights Offering”) to enhance the Company’s financial position and financial flexibility. Pursuant to the Rights Offering, the Company will distribute to all eligible holders of record of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), as of 5:00 p.m., New York City time on the record date to be determined at a later date by the Board of Directors of the Company (the “Record Date”), at no cost and on a pro rata basis, transferable subscription rights to purchase shares of Class A Common Stock at a subscription price equal to the greater of (i) $3.55, which represents the volume weighted average price of our Class A Common Stock for the 15-day trading period ending on the second trading day preceding the date of the Rights Offering Backstop Agreement and (ii) the volume weighted average price of our Class A Common Stock for the 15-day trading period through and including the Record Date (the “Subscription Price”).

In connection with the Rights Offering, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1. Under the Rights Offering Backstop Agreement, the Investor Group agreed to purchase from the Company, at the Subscription Price, all unsubscribed shares of the Class A Common Stock (the “Unsubscribed Shares”) 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.

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 10.1 and incorporated herein by reference.

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 Rights Offering Backstop Agreement and the issuance of the Unsubscribed Shares, if any, is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Rights Offering Backstop Agreement, dated September 11, 2026, by and among the Company and the Investor Group
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/ Dave Loretta
		Name:	Dave Loretta
		Title:	interim Chief Financial Officer & Treasurer

Dated: September 11, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 98.8 KB

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