Rent the Runway: completes $15,000,000 rights offering and backstop purchase

What happened

• Rent the Runway reported it completed its previously announced $15,000,000 rights offering on Oct 20, 2026. Subscribers exercised rights to purchase an aggregate of 2,501,262 shares of Class A Common Stock, and the gross proceeds from those subscribers were approximately $8,900,000.
• Under a Rights Offering Backstop Agreement dated Sep 11, 2026, as amended and restated on Oct 20, 2026, an investor group consisting of CHS US Investments LLC (“CHS”), Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3”) agreed to purchase unsubscribed shares at $3.55 per share. On Oct 21, 2026, the company issued an aggregate of 1,724,089 shares to the Investor Group in satisfaction of that Backstop Commitment, generating approximately $6,100,000 in gross proceeds.

Key details

• Rights Offering size: $15,000,000; subscriber purchases: 2,501,262 shares; subscriber proceeds: approximately $8,900,000.
• Backstop purchase: 1,724,089 shares issued on Oct 21, 2026 at $3.55 per share; gross proceeds: approximately $6,100,000.
• Backstop allocation: CHS purchased 458,245 shares; Nexus purchased 632,922 shares; STORY3 purchased 632,922 shares.
• All shares issued in satisfaction of the Backstop Commitment and 2,495,391 shares issued to the Investor Group as subscribers in the Rights Offering were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act.

Why it may matter

• Item 8.01 (Other events) reports completion of the Rights Offering and the Backstop Commitment and issuance of shares in connection with that commitment. Item 3.02 (Unregistered sales of equity securities) reports that the shares were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act.
• The filing does not show why the insider traded or why the company acted.