Rent the Runway Files 8-K on Officer Changes & Shareholder Votes

Ticker: RENT · Form: 8-K · Filed: Oct 22, 2025 · CIK: 1468327

Rent The Runway, Inc. 8-K Filing Summary
FieldDetail
CompanyRent The Runway, Inc. (RENT)
Form Type8-K
Filed DateOct 22, 2025
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$0.001
Sentimentneutral

Sentiment: neutral

Topics: corporate-governance, officer-changes, shareholder-vote

TL;DR

RTR filed an 8-K covering exec changes and shareholder votes. Keep an eye on leadership shifts.

AI Summary

Rent the Runway, Inc. filed an 8-K on October 22, 2025, reporting on the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders. The company is incorporated in Delaware and its principal executive offices are located at 10 Jay Street, Brooklyn, New York.

Why It Matters

This filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational decisions.

Risk Assessment

Risk Level: medium — Changes in directors or officers, and matters submitted to a vote of security holders, can signal internal shifts or strategic decisions that may carry inherent risks.

Key Numbers

  • 001-40958 — SEC File Number (Identifies the company's filing with the SEC.)
  • 80-0376379 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Rent the Runway, Inc. (company) — Registrant
  • Delaware (jurisdiction) — State of incorporation
  • 10 Jay Street, Brooklyn, New York 11201 (address) — Principal executive offices

FAQ

What specific officer positions were affected by the reported departures or appointments?

The filing indicates "Departure of Directors or Certain Officers" and "Appointment of Certain Officers" but does not specify the exact positions in the provided text.

Were there any significant compensatory arrangements disclosed for the officers mentioned?

The filing lists "Compensatory Arrangements of Certain Officers" as an item, but the details of these arrangements are not provided in this excerpt.

What specific matters were submitted to a vote of security holders?

The filing states "Submission of Matters to a Vote of Security Holders" but does not detail the nature of these matters in the provided text.

What is the significance of the filing date and the date as of change?

The filing was made on October 22, 2025, and the date as of change is also October 21, 2025, indicating the effective date of the reported events.

What is Rent the Runway's Standard Industrial Classification (SIC) code?

Rent the Runway's SIC code is 5990, which falls under RETAIL-RETAIL STORES, NEC.

Filing Stats: 1,079 words · 4 min read · ~4 pages · Grade level 13.7 · Accepted 2025-10-22 16:29:19

Key Financial Figures

  • $0.001 — hich registered Class A Common Stock, $0.001 par value per share RENT NASDAQ I

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Special Meeting, a total of 1,594,589 shares of Class A Common Stock and 155,699 shares of Class B common stock, par value $0.001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), representing 3,113,980 votes, were present in person or represented by proxy at the meeting, representing approximately 66.52% of the combined voting power of the Company's outstanding Common Stock as of the September 23, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Proxy Statement. Item 1 - Approval, for purposes of complying with the listing rules of the Nasdaq Global Market (the "Nasdaq Listing Rules"), including, but not limited to, Rule 5635(b), of the issuance of shares of Class A Common Stock upon the Term Loan Conversion (as defined in the Proxy Statement). Votes FOR Votes AGAINST Votes ABSTAINED 4,700,944 7,031 594

- Approval, for purposes of complying with the Nasdaq Listing

Item 2 - Approval, for purposes of complying with the Nasdaq Listing Rules, including, but not limited to, Rules 5635(b) and (d), of the issuance of shares of Class A Common Stock pursuant to the Rights Offering Backstop Agreement, dated as of August 20, 2025, by and among the Company, CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC. Votes FOR Votes AGAINST Votes ABSTAINED 4,700,819 7,183 567

- Approval, for purposes of complying with Nasdaq Listing Rules,

Item 3 - Approval, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rule 5635(c), of the amendment and restatement of the 2021 Plan to increase the maximum number of shares of Class A Common Stock authorized for issuance under the 2021 Plan and extend the expiration date of the 2021 Plan. Votes FOR Votes AGAINST Votes ABSTAINED 4,673,091 34,910 568

- Approval of the amendment and restatement of the Company's

Item 4 - Approval of the amendment and restatement of the Company's Twelfth Amended and Restated Certificate of Incorporation in connection with the entry into the Exchange Agreement, dated as of August 20, 2025, by and between the Company and CHS US Investments LLC, in the form of the Thirteenth Amended and Restated Certificate of Incorporation attached to the Proxy Statement as Exhibit E. Votes FOR Votes AGAINST Votes ABSTAINED 4,699,836 8,256 477

- Approval of an adjournment of the Special Meeting, if necessary,

Item 5 - Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Items 1, 2, 3 and 4 above. Votes FOR Votes AGAINST Votes ABSTAINED 4,674,154 33,825 590 Based on the foregoing votes, Items 1, 2, 3 and 5 were approved.

SIGNATURES

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. By: /s/ Siddharth Thacker Name: Siddharth Thacker Title: Chief Financial Officer Dated: October 22, 2025

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