Rent the Runway (RENT) Proxy Filing summary

Executive summary

• Entered into a comprehensive recapitalization agreement to reduce debt, improve financial flexibility, and extend debt maturity to 2029.

• The recapitalization includes a debt-for-equity exchange, new capital infusion, and a rights offering fully backstopped by key investors.

• The transaction is subject to shareholder approval and is expected to close by December 31, 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the issuance of new equity, amendments to the certificate of incorporation, and the management incentive plan.

• All Class B shares will convert to Class A shares on a one-for-one basis prior to closing.

• Proxies have been granted to company officers to vote in favor of the recapitalization.

Board of directors and corporate governance

• The post-closing board will consist of seven members: the CEO, a founder designee, representatives from Nexus and Story3, and three independent directors approved by the investor majority.

• Several current directors have tendered resignations contingent on the transaction closing to facilitate board reconstitution.

• Investor Rights Agreement grants board designation and observer rights to major investors and the CEO.