Rent the Runway, Inc.

DEF 14A 1 ny20054604x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

RENT THE RUNWAY, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

10 Jay Street

Brooklyn, NY 11201

September 29, 2025

To our stockholders:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Rent the Runway, Inc. (“Rent the Runway,” “RTR,” the “Company,” “us” or “we”) to be held on October 21, 2025 at 8:30 a.m., Eastern Time. The Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast.

The Notice of Special Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Special Meeting. Details regarding how to attend the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the Notice of Special Meeting of Stockholders and Proxy Statement.

Your vote “FOR” the matters to be presented at the Special Meeting is very important. Whether you plan to participate in the Special Meeting or not, please be sure to vote. Voting instructions can be found on page 3 of the Proxy Statement.

On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Rent the Runway.

Sincerely,

Jennifer Hyman

Co-Founder, Chair, CEO & President

Rent the Runway, Inc.

Notice of Special

Meeting of Stockholders

Date: October 21, 2025

Time: 8:30 a.m., Eastern Time

Place: www.virtualshareholdermeeting.com/RENT2025SM

Record Date: September 23, 2025

Meeting Agenda:

We are holding the Special Meeting in connection with our entry into an exchange agreement, dated as of August 20, 2025 (as it may be amended from time to time in accordance with its terms, the “Exchange Agreement”), between us and CHS US Investments LLC (the “Lender”), to enhance our financial position and financial flexibility by significantly reducing our existing indebtedness, improving the interest rate on our borrowings and extending the maturity of our remaining indebtedness.

Pursuant to the Exchange Agreement, we agreed to enter into an amended and restated credit agreement (the “New Credit Agreement”) with CHS (US) Management LLC, our Lender, Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“STORY3” and, collectively with Nexus and our Lender, the “Investor Group”), and Lender agreed to convert all of the indebtedness under our Existing Credit Agreement (as defined in the accompanying Proxy Statement) in excess of $100.0 million into shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”), in an aggregate amount equal to 86% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (as defined in the accompanying Proxy Statement) and our existing stockholders will own the remaining 14% of our outstanding Common Stock as of the closing of the Recapitalization Transactions (in each case, after giving effect to the Conversions (as defined in the accompanying Proxy Statement) but before giving effect to the Rights Offering (as defined below) and the increased share reserve under the Amended Plan (as defined in the accompanying Proxy Statement)) (the “Term Loan Conversion”). We also (i) agreed to prepare and file with the Securities and Exchange Commission a registration statement on Form S-1 in connection with a $12,500,000 rights offering (the “Rights Offering”), and (ii) entered into a rights offering backstop agreement, dated as of August 20, 2025 (as it may be amended from time to time in accordance with its terms, the “Rights Offering Backstop Agreement”), with the Investor Group. Under the Rights Offering Backstop Agreement, the Investor Group agreed to purchase all unsubscribed shares of the Class A Common Stock to be issued in connection with the Rights Offering at a price of $4.08 per share. If our stockholders do not approve the Required Proposals (as defined below) in connection with these transactions, the Exchange Agreement will be terminated in accordance with its terms, we will not be able to enter into the New Credit Agreement, and we may default under our Existing Credit Agreement.

The Special Meeting will be held to approve:

The Term Loan Conversion Proposal, the Backstop Proposal and the Plan Amendment Proposal are collectively referred to herein as the “Required Proposals.” The transactions contemplated by the Exchange Agreement are conditioned upon the approval by our stockholders of each of the Required Proposals. If any one of the Required Proposals fails to receive the approval of our stockholders at the Special Meeting, the recapitalization transactions contemplated by the Exchange Agreement will not be consummated. While the Board recommends that stockholders vote “FOR” the Charter Amendment Proposal and the Adjournment Proposal, approval of the Charter Amendment Proposal or the Adjournment Proposal by our stockholders is not a condition of the transactions contemplated by the Exchange Agreement.

Holders of record of our outstanding shares of capital stock, composed of Class A Common Stock and Class B common stock, par value $0.001 per share, at the close of business on September 23, 2025, are entitled to notice of and to vote at the Special Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Special Meeting for a purpose relevant to the meeting by sending an email to investors@renttherunway.com, stating the purpose of the request and providing proof of ownership of Rent the Runway stock. This list of stockholders will also be available on the bottom panel of your screen during the Special Meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your broker, bank, trustee or nominee. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.

Your vote is important. Whether or not you plan to attend the Special Meeting, please read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee or nominee and you wish to vote during the Special Meeting, you must follow the instructions from such broker, bank, trustee or nominee.

Cara Schembri

Chief Legal & Administrative Officer

September 29, 2025

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on October 21, 2025: The Proxy Statement is available at www.proxyvote.com.

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