Rent the Runway 8-K: Agreements, Delisting Risk, Equity Sales

TL;DR

RTR filing shows material agreements, possible delisting, and equity sales - big changes brewing.

AI Summary

Rent the Runway, Inc. filed an 8-K on October 29, 2025, reporting several material events as of October 28, 2025. These include entering into and terminating material definitive agreements, creating direct financial obligations, and potential delisting or failure to meet listing rules. The filing also covers unregistered sales of equity securities, changes in control, departures/appointments of officers and directors, and amendments to corporate documents.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial distress for Rent the Runway, including possible delisting, which could impact its stock value and investor confidence.

Risk Assessment

Risk Level: high — The filing mentions potential delisting or failure to meet listing rules, direct financial obligations, and unregistered equity sales, all indicating significant financial and operational risks.

Key Players & Entities

• Rent the Runway, Inc. (company) — Filer of the 8-K report
• 0000950103-25-013776 (document_id) — Accession number for the filing
• 20251028 (date) — Date as of which events are reported
• 20251029 (date) — Filing date of the report

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share RENT NASDAQ I
• $100 million — On October 28, 2025, Lender exchanged $100 million of existing outstanding indebtedness ow
• $20 million — estor Group also provided an additional $20 million of term loans under the New Credit Agre
• $120 million — n a total aggregate principal amount of $120 million as of the closing of the Recapitalizati
• $30 million — mum liquidity maintenance covenant from $30 million to $15 million during the period from O
• $15 million — aintenance covenant from $30 million to $15 million during the period from October 28, 2025
• $12,500,000 — for the Company's previously announced $12,500,000 rights offering (the "Rights Offering")
• $3.0 million — n the Rights Offering was approximately $3.0 million. Pursuant to the Rights Offering Backs
• $4.08 — with the Rights Offering at a price of $4.08 per share (the "Backstop Commitment").
• $9.5 million — Backstop Commitment were approximately $9.5 million. All shares issued in satisfaction of t
• $30.0 million — Nexus and STORY3 for gross proceeds of $30.0 million. All shares issued in connection with t

Filing Documents

• dp236389_8k.htm (8-K) — 47KB
• dp236389_ex0301.htm (EX-3.1) — 162KB
• dp236389_ex1001.htm (EX-10.1) — 770KB
• dp236389_ex9901.htm (EX-99.1) — 9KB
• 0000950103-25-013776.txt ( ) — 1378KB
• rent-20251028.xsd (EX-101.SCH) — 3KB
• rent-20251028_lab.xml (EX-101.LAB) — 33KB
• rent-20251028_pre.xml (EX-101.PRE) — 22KB
• dp236389_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On October 28, 2025, Rent the Runway, Inc. (the "Company") completed the previously announced 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 (the "Recapitalization Transactions"). Upon the closing of the Recapitalization Transactions, the Company entered into an amended and restated credit agreement, dated as of October 28, 2025 (the "New Credit Agreement"), by and among the Company, as borrower, CHS (US) Management LLC, as administrative agent (the "Agent"), and CHS US Investments LLC ("Lender"), Gateway Runway, LLC ("Nexus") and S3 RR Aggregator, LLC, as lenders ("STORY3" and, collectively with Lender and Nexus, the "Investor Group"). On October 28, 2025, Lender exchanged $100 million of existing outstanding indebtedness owing to Lender under the Company's credit agreement, dated as of July 23, 2018 (the "Existing Credit Agreement"), by and among the Company, as borrower, the lenders from time to time party thereto and the Agent (as successor-in-interest to Double Helix Pte Ltd.), on a dollar-for-dollar cashless basis for new term loans under the New Credit Agreement. Lender contributed the remaining indebtedness owing to Lender under the Existing Credit Agreement to the Company in exchange for 26,175,193 newly issued shares of the Company's Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), and the Existing Credit Agreement was amended and restated. The Investor Group also provided an additional $20 million of term loans under the New Credit Agreement, resulting in a total aggregate principal amount of $120 million as of the closing of the Recapitalization Transactions. The New Credit Agreement requires the Company to comply with specified non-financial covenants, including, but not limite

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth in Item 1.01 of this Current Report on Form 8-K as it relates to the Existing Credit Agreement is 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 in Item 1.01 of this Current Report on Form 8-K as it relates to the New Credit Agreement is incorporated herein by reference.

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in Item 5.02 of this Current Report on Form 8-K as it relates to the Company's non-compliance with Rule 5605(c)(2)(A) of The Nasdaq Stock Market LLC (the "Nasdaq") is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Rights Offering Backstop Commitment On October 21, 2025, the subscription period for the Company's previously announced $12,500,000 rights offering (the "Rights Offering") expired. Subscribers in the Rights Offering exercised rights to purchase an aggregate of 742,956 shares of Class A Common Stock, and the gross proceeds received from subscribers in the Rights Offering was approximately $3.0 million. Pursuant to the Rights Offering Backstop Agreement, dated as of August 20, 2025, by and among the Company and the Investor Group, the Investor Group agreed to purchase all unsubscribed shares of Class A Common Stock to be issued in connection with the Rights Offering at a price of $4.08 per share (the "Backstop Commitment"). In satisfaction of the Backstop Commitment, the Company issued an aggregate of 2,320,769 shares of Class A Common Stock to the Investor Group, of which 1,624,539 shares were purchased by Lender, 348,115 shares were purchased by Nexus and 348,115 shares were purchased by STORY3. The gross proceeds received by the Company from the Backstop Commitment were approximately $9.5 million. All shares issued in satisfaction of the Backstop Commitment were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Term Loan Equitization On October 28, 2025, in connection with the closing of the Recapitalization Transactions, pursuant to the terms of the Exchange Agreement, dated as of August 20, 2025 (the "Exchange Agreement"), by and between the Company and Lender, Lender contributed all amounts owing to Lender under the Existing Credit Agreement in excess of $100 million in exchange for 26,175,193 shares of Class A Common Stock (the "Term Loan Equitization"), of which 7,852,558 shares were subsequently sold by Lender to Nexus and STORY3 for gross proceeds of $30.0 million. All shares issued in connection with the Term Loan Equitization were

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. As a result of the consummation of the Recapitalization Transactions and the other transactions described herein, a change of control of the Company occurred on October 28, 2025. As of such date, Lender held 19,983,656 shares of Class A Common Stock, representing approximately 59.9% of the voting power of the Company's outstanding Class A Common Stock. On October 28, 2025, in connection with the closing of the Recapitalization Transactions, all outstanding shares of the Company's Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), were converted into shares of Class A Common Stock on a one-for-one basis, such that no shares of Class B Common Stock remain outstanding. Lender, Nexus, STORY3, Jennifer Y. Hyman, the Chief Executive Officer of the Company, and certain other parties are party to an investor rights agreement, dated August 20, 2025 (the "Investor Rights Agreement"). A summary of the material terms of the Investor Rights Agreement is contained in our Current Report on Form 8-K filed with the SEC on August 20, 2025 (the "Signing 8-K"). That summary is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which was filed as Exhibit 10.2 to the Signing 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Investor Rights Agreement and the Exchange Agreement, the Company and Lender agreed to take all commercially reasonable actions as may be necessary to cause, as of the closing of the Recapitalization Transactions, the board of directors of the Company (the "Board") to consist of seven members, including Jennifer 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 (such three directors, the "Investo

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 28, 2025, the Board amended and restated the Company's bylaws (the "Second Amended & Restated Bylaws"), effective as of the Closing Date. The Second Amended & Restated Bylaws were amended to (i) remove provisions related to the appointment of a lead independent director, (ii) add provisions to clarify that Lender will not be subject to certain notice procedures so long as the Investor Rights Agreement remains in effect and (iii) include certain technical amendments with respect to the adjournment of stockholder meetings and the availability of stockholder lists, among other matters. The foregoing description of the amendments to the Second Amended & Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended & Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On October 28, 2025, the Company issued a press release announcing the closing of the Recapitalization Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1 Second Amended & Restated Bylaws 10.1 Amended and Restated Credit Agreement, dated October 28, 2025, by and among Rent the Runway, Inc., as borrower, CHS (US) Management LLC, as administrative agent, and CHS US Investments LLC, Gateway Runway, LLC and S3 RR Aggregator, LLC, as lenders 99.1 Press release, dated October 28, 2025, announcing the closing of the Recapitalization Transactions 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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 28, 2025

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View this 8-K filing on SEC EDGAR