Exhibit (a)(1)(i)
RENT THE RUNWAY, INC.
OFFER TO EXCHANGE CERTAIN ELIGIBLE OUTSTANDING OPTIONS FOR A NUMBER OF REPLACEMENT RESTRICTED STOCK UNITS
THE OPTION EXCHANGE AND WITHDRAWAL RIGHTS EXPIRE
AT 11:59 P.M. U.S. EASTERN TIME ON MONDAY, JULY 10, 2023
UNLESS THE OPTION EXCHANGE IS EXTENDED
Rent the Runway, Inc. which is referred to as the “Company,” “Rent the Runway,” “RTR,” “our,” “us,” or “we,” is offering eligible employees, individual consultants and non-employee directors the opportunity to exchange certain outstanding options to purchase our Class A common stock or Class B common stock, as applicable, for new restricted stock units under our Amended and Restated 2021 Incentive Award Plan (the “2021 Plan”), each representing the right to receive one share of our Class A common stock (“replacement RSUs”), calculated in accordance with a specified exchange ratio. We expect to grant the replacement RSUs on the date on which we cancel the options accepted for exchange, which will be the first business day following the completion date of this exchange offer. We are making this exchange offer upon the terms, and subject to the conditions, set forth in this Offer to Exchange Certain Eligible Outstanding Options for a Number of Replacement Restricted Stock Units (this “Offer to Exchange”) and in the related Terms of Election (the “Terms of Election”). We refer to this exchange offer made pursuant to this Offer to Exchange, together with the Terms of Election, as they may be amended from time to time, as the “Option Exchange.”
Expiration Time. The Expiration Time of the Option Exchange is 11:59 P.M. U.S. Eastern Time on Monday, July 10, 2023. If we extend the period of time during which the Option Exchange remains open, the term “Expiration Time” will refer to the last time and date on which the Option Exchange expires. All eligible options that we accept pursuant to the Option Exchange will be cancelled on the first business day following the Expiration Time, and eligible options elected for exchange will no longer be exercisable after that time. We expect to grant the replacement RSUs on the first business day following the Expiration Time, with the date of grant for the replacement RSUs referred to in the Option Exchange as the “replacement RSUs grant date.”
Eligibility. Only eligible options may be exchanged pursuant to the Option Exchange. For these purposes, “eligible options” are those options under our 2021 Plan, 2019 Stock Incentive Plan (as amended from time to time, “2019 Plan”) and 2009 Stock Incentive Plan (as amended from time to time, the “2009 Plan”, and collectively with the 2021 Plan and the 2019 Plan, the “equity incentive plans”) that remain outstanding and unexercised prior to the completion of the Option Exchange.
Options that expire pursuant to their terms prior to the completion of the Option Exchange are forfeited and not eligible to be exchanged for replacement RSUs.
You are eligible to participate in the Option Exchange only if you:
• | are an active U.S.-based employee, individual consultant or non-employee director (each, a “service provider”) of the Company on the date the Option Exchange commences and remain an active service provider through the completion of the Option Exchange; and |
• | hold at least one eligible option as of the commencement of the Option Exchange. |
If you are no longer employed by or engaged as a service provider to Rent the Runway, whether your termination is voluntary, involuntary, or for any other reason as of the completion of the Option Exchange, you will not be able to participate in the Option Exchange.
The outstanding options that you hold under our equity incentive plans give you the right to purchase our Class A common stock or Class B common stock, as applicable, once those options vest by paying the applicable exercise price (and satisfying any applicable tax withholding obligations). Thus, when we use the term “option” in this Offer to Exchange, we refer to the actual options you hold to purchase our Class A common stock or Class B common stock, as applicable, and not the shares of Class A common stock or Class B common stock underlying those options.
Terms of Replacement RSUs. We will grant the replacement RSUs under the 2021 Plan on the replacement RSUs grant date, which will be the date on which we cancel the eligible options accepted for exchange, which we expect will be the first business day following the expiration date of this Option Exchange. Those options accepted for exchange will no longer be exercisable after this date. In order to be granted a replacement RSU, you must continue to be an active service provider of the Company through the replacement RSUs grant date.