Rent the Runway, Inc. entered into a definitive agreement on September 11, 2026, to proceed with a $15,000,000 rights offering. The filing details a backstop agreement with an Investor Group consisting of CHS US Investments LLC, Gateway Runway, LLC (Nexus), and S3 RR Aggregator, LLC (STORY3). The agreement is intended to enhance the company's financial position and flexibility.
Under the terms of the rights offering, the Company will distribute transferable subscription rights to all eligible holders of its Class A Common Stock, par value $0.001 per share, as of a record date to be determined by the Board of Directors. Holders may exercise these rights to purchase shares at a subscription price equal to the greater of two volume-weighted average prices. The first price is the 15-day average ending on the second trading day before the agreement date, and the second is the 15-day average ending on the record date.
The Investor Group has agreed to purchase any unsubscribed shares issued as a result of the rights offering at the Subscription Price. The closing of the offering and the Investor Group's obligations are contingent upon the effectiveness of a registration statement with the Securities and Exchange Commission.
