Welcome to our dedicated page for Rent the Runway SEC filings (Ticker: RENT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Rent the Runway filings document the company’s Nasdaq-listed Class A common stock, operating results and capital-structure activity for its apparel rental, subscription and resale business. Recent 8-K disclosures include quarterly and annual financial results, material agreements, amendments to its credit agreement, recapitalization records and related exhibits.
The filing record also covers Securities Act registration statements, shelf and at-the-market equity offering materials, prospectus supplements, governance matters, emerging growth company status and smaller reporting company status. These documents describe formal financing arrangements, common-stock issuance mechanics, debt terms and public-company reporting events tied to Rent the Runway’s operating platform.
Rent the Runway (RENT) reported an insider transaction. Director Michael Roth acquired 13,169 shares of Class A common stock at $4.08 per share on 10/21/2025 by exercising subscription rights, including an oversubscription privilege, in the company’s rights offering described in a prospectus dated September 30, 2025.
Following the transaction, Roth directly beneficially owns 25,839 shares of Class A common stock. The derivative table shows the exercise of subscription rights that covered shares at the same subscription price and window.
Rent the Runway reported results of its October 21, 2025 Special Meeting, where stockholders approved several equity-related proposals and governance updates. Approvals include issuing Class A shares upon the Term Loan Conversion and issuing Class A shares under the Rights Offering Backstop Agreement, each for Nasdaq Listing Rules purposes.
Stockholders also approved amending and restating the 2021 Incentive Award Plan to increase the share reserve by an amount equal to 18.3% of Class A shares outstanding immediately after the Exchange Agreement closing and to extend the plan’s expiration to the tenth anniversary of the Closing Date. An amendment and restatement of the certificate of incorporation in connection with the Exchange Agreement was approved, and the adjournment proposal passed.
Meeting participation represented approximately 66.52% of combined voting power (3,113,980 votes). Key tallies: Item 1 FOR 4,700,944; Item 2 FOR 4,700,819; Item 3 FOR 4,673,091; Item 4 FOR 4,699,836; Item 5 FOR 4,674,154.
Rent the Runway, Inc. reported the distribution terms of its previously announced $12,500,000 rights offering. Stockholders of record as of 5:00 p.m. New York City time on October 6, 2025 receive one subscription right for each share of Class A or Class B common stock they own.
Each right allows the holder to purchase 0.7437% of one share of Class A common stock at a subscription price of $4.08 per share, with no fractional shares to be issued. The company directs investors to the prospectus dated September 30, 2025 filed with the SEC for further details on the rights offering.
Rent the Runway proposes a recapitalization that hinges on stockholder approval of several linked proposals to implement an Exchange Agreement. The plan would exchange indebtedness under the Existing Credit Agreement for new term loans and issue Exchange Stock to the lender and designated buyers, with the Exchange Stock intended to represent 86% of fully diluted shares post-closing (before the Rights Offering and MIP). Key components disclosed include a $12.5 million Rights Offering at $4.08 per share (20% discount), an implied conversion price of $8.48 per share, BTIGs fairness opinion supporting the Exchange Stock issuance to the lender, board and officer changes at closing, and material equity grants including an Initial Grant to Jennifer Hyman equal to 5% (up to 7.5%) of fully diluted Class A stock. The transactions are conditioned on multiple closing conditions, regulatory filings, no Legal Restraints, and fulfillment of third-party sale closings.
Rent the Runway, Inc. plans a rights offering of up to 3,063,725 shares of its Class A common stock at $4.08 per share, targeting gross proceeds of $12,500,000. The company will distribute transferable subscription rights at no charge to holders of its Class A and Class B common stock as of the close of business on the October 6, 2025 record date. More detailed terms will be provided in a prospectus supplement to be filed when the offering is launched.
Rent the Runway, Inc. outlines a recapitalization and rights offering tied to an Exchange Agreement that restructures its debt and equity. The Company proposes to exchange $100.0 million of existing indebtedness for new term loans and obtain $20.0 million of new term loans, contribute approximately $223.1 million of remaining indebtedness in exchange for newly issued Class A common stock representing 86% of outstanding common stock after the Recapitalization Transactions, with existing stockholders retaining 14%. The offering would sell up to 3,063,725 shares of Class A common stock at $4.08 per share. The filing describes governance changes, an amended charter and incentive plan adjustments, subscription procedures, and tax and DTC participant details.
Rent the Runway's preliminary proxy outlines a proposed recapitalization that would materially change ownership and governance. The company discloses a Term Loan Conversion and related Exchange Agreement that would convert portions of indebtedness into equity and new term loans. As of July 31, 2025 the Existing Credit Agreement showed $271.6 million of term loans outstanding, $47.6 million of paid-in-kind interest and $4.0 million of accrued cash interest. The transactions contemplate $100.0 million of indebtedness exchanged dollar-for-dollar for new term loans and transfers in which Lender sells $64.0 million of Exchange Stock and $30.0 million of Exchange Consideration Term Loans to STORY3 and Nexus for $30.0 million. Post-closing governance changes and board composition are specified, and the Exchange Stock is intended to represent 86% of fully diluted shares at closing. The recapitalization is conditioned on stockholder approval of multiple Required Proposals and several closing conditions including a Rights Offering, New Credit Agreement effectiveness and absence of legal restraints. The proxy also details substantial equity award mechanics, an Initial Grant to Ms. Hyman equal to 5%–7.5% of fully diluted Class A stock if performance metrics are met, and severance and indemnification arrangements.
Andrew Rau, Chief Supply Chain Officer at Rent the Runway (RENT), reported a sale of 775 Class A shares on 09/16/2025 executed under a standing Rule 10b5-1 plan to cover taxes on vested restricted stock units. The weighted average price for the shares sold was $4.89, with individual sale prices ranging from $4.80 to $5.04. After the transaction, the reporting person beneficially owned 21,134 Class A shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.
Sarah K. Tam, Chief Merchant Officer of Rent the Runway, Inc. (RENT), sold 863 shares of Class A common stock on 09/16/2025 at a weighted average price of $4.89 per share to cover taxes related to the vesting of restricted stock units. After the sale, the reporting person beneficially owned 25,817 shares of Class A common stock. The filing states the shares were sold pursuant to a standing Rule 10b5-1 instruction dated December 22, 2021, and that the reported price is a weighted average of multiple sale transactions on the same date, at prices ranging from $4.80 to $5.04. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Tam on 09/17/2025.
Cara Schembri, Chief Legal & Administrative Officer of Rent the Runway, Inc. (RENT), reported a routine sale of Class A common stock on 09/16/2025 to cover taxes on vested restricted stock units under a standing Rule 10b5-1 plan dated 12/22/2021. The filing shows 797 shares were sold at a weighted average price of $4.89, with sale prices ranging from $4.80 to $5.04. After the transaction, Schembri beneficially owned 24,085 shares directly. The Form 4 was signed on 09/17/2025. The filing states the 797 shares represent the reporting person's pro rata portion of shares sold to cover taxes for certain employees.