Rent the Runway, Inc. S-1 filed 2026-09-11

Rent the Runway, Inc. filed a Form S-1 registration statement on 2026-09-11. The preliminary prospectus in the filing describes a rights offering. The company is distributing, at no charge, transferable subscription rights to holders of its Class A Common Stock. Those rights allow holders to purchase up to an aggregate of 4,225,352 shares of Class A Common Stock, with a total purchase price of up to $15 million. The company's stock trades under the ticker RENT on Nasdaq. The subscription price is the greater of two figures. The first is $3.55, which the filing describes as the volume weighted average price of the Class A Common Stock for the 15-day trading period ending on the second trading day preceding the date of a Backstop Agreement. The second is the volume weighted average price for the 15-day trading period through and including the Record Date. Stockholders receive one right for each share held as of the Record Date. Each right entitles its holder to buy additional shares on a pro rata basis relative to their ownership interest. Holders who fully exercise their rights may also use an oversubscription privilege to buy shares that other holders do not take up. In this preliminary version the Record Date, the number of shares outstanding and the number of shares per right are left blank, so those details are not in the filing. For a reader tracking the company, this filing sets out the terms under which existing Class A holders can buy more stock ahead of the offering. The excerpt refers to a Backstop Agreement, but its terms and counterparties are not in the filing excerpt, and neither is the intended use of proceeds. The cover page lists Teri Bariquit as Interim Chief Executive Officer and agent for service, and Davis Polk & Wardwell LLP as counsel receiving copies. The company checked the boxes for non-accelerated filer, smaller reporting company and emerging growth company. It also indicated that the securities will be offered on a delayed or continuous basis.