Rent the Runway, Inc. closed its $15,000,000 rights offering on October 20, 2026, a transaction that left investors to assess the depth of demand for the company's equity. According to a Form 8-K filed with the Securities and Exchange Commission, the company issued Class A Common Stock to subscribers and a designated investor group to fulfill the transaction, raising gross proceeds of approximately $15 million in total.
Subscribers exercised rights to purchase an aggregate of 2,501,262 shares of Class A Common Stock, par value $0.001 per share. The gross proceeds received from these subscribers amounted to approximately $8.9 million. The remaining shares were purchased under a backstop agreement.
The backstop commitment was outlined in an agreement dated September 11, 2026, as amended and restated on October 20, 2026. The parties to this agreement included Rent the Runway, CHS US Investments LLC, Gateway Runway, LLC, and S3 RR Aggregator, LLC. Collectively referred to as the Investor Group, these entities 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 allocation among the group members was specific: CHS US Investments LLC purchased 458,245 shares; Gateway Runway, LLC purchased 632,922 shares; and S3 RR Aggregator, LLC purchased 632,922 shares. The gross proceeds received by Rent the Runway from this backstop portion were approximately $6.1 million.
All shares issued under the backstop commitment, along with 2,495,391 shares issued to the Investor Group as subscribers in the rights offering, were issued pursuant to Section 4(a)(2) of the Securities Act of 1933.
Rent the Runway is a Delaware corporation headquartered at 10 Jay Street in Brooklyn, New York. The company's Class A Common Stock trades on the NASDAQ under the ticker symbol RENT. The Form 8-K was signed by Cara Schembri, Chief Legal and Administrative Officer, on October 26, 2026.