Rent the Runway, Inc. filed a Form 8-K on October 26, 2026, disclosing the completion of its $15,000,000 rights offering on October 20, 2026, and the subsequent issuance of shares under a backstop commitment on October 21, 2026.

Key Highlights

  • Rights Offering completed: The $15,000,000 rights offering closed on October 20, 2026, with subscribers exercising rights to purchase an aggregate of 2,501,262 shares of Class A Common Stock.
  • Subscriber gross proceeds: Gross proceeds received from subscribers in the Rights Offering were approximately $8.9 million, according to the filing.
  • Backstop shares issued: On October 21, 2026, the Company issued an aggregate of 1,724,089 shares of Class A Common Stock to the Investor Group to satisfy the Backstop Commitment.
  • Backstop price and proceeds: All backstop shares were issued at $3.55 per share, generating approximately $6.1 million in gross proceeds for the Company.
  • Investor Group breakdown: CHS US Investments LLC received 458,245 shares, Gateway Runway, LLC received 632,922 shares, and S3 RR Aggregator, LLC received 632,922 shares under the Backstop Commitment.
  • Securities Act exemption: All shares issued under the Backstop Commitment and 2,495,391 shares issued to the Investor Group as subscribers were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Rent the Runway's Rights Offering Backstop Details

According to the filing, Rent the Runway, Inc. (NASDAQ:RENT) completed its previously announced $15,000,000 rights offering on October 20, 2026. Subscribers exercised rights to purchase an aggregate of 2,501,262 shares of Class A Common Stock, par value $0.001 per share, generating approximately $8.9 million in gross proceeds for the Company from subscriber participation.

The filing discloses that the Rights Offering Backstop Agreement was originally dated September 11, 2026, and was amended and restated on October 20, 2026. The agreement was entered into by and among the Company and three entities collectively referred to as the "Investor Group": CHS US Investments LLC ("CHS"), Gateway Runway, LLC ("Nexus"), and S3 RR Aggregator, LLC ("STORY3"). Under the Backstop Commitment, the Investor Group agreed to purchase all unsubscribed shares at a price of $3.55 per share.

On October 21, 2026, the Company issued 1,724,089 shares of Class A Common Stock to the Investor Group in satisfaction of the Backstop Commitment. The filing states that CHS purchased 458,245 shares, while Nexus and STORY3 each purchased 632,922 shares. The Company received approximately $6.1 million in gross proceeds from the Backstop Commitment. The filing notes that the Company is an emerging growth company as defined under applicable securities rules and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

What Was Disclosed

The filing reports the completion of a $15,000,000 rights offering, resulting in approximately $8.9 million from subscribers and approximately $6.1 million from the Investor Group's backstop, for a combined total tied to the full offering size.