Item 1.01 Entry into a Material Definitive Agreement.

Credit Facility Amendment



On January 31, 2023, Rent the Runway, Inc. (the "Company") entered into an Ninth
Amendment (the "Credit Facility Amendment") to its term loan agreement dated as
of July 23, 2018, as amended to date, with Double Helix Pte Ltd. ("Double
Helix"), an indirectly wholly-owned subsidiary of Temasek Holdings (Private)
Limited, as administrative agent for the lenders party thereto (the "Lenders")
which is referred to herein as the Credit Facility (as amended by the Credit
Facility Amendment, the "Amended Credit Facility"). The Credit Facility
Amendment provides for, among other things, (i) an extension of the maturity of
the Amended Credit Facility to October 29, 2026, (ii) a reduction of the cash
portion of the interest rate to 2.00% per annum through July 31, 2024,
increasing to 5.00% per annum for the duration of the Amended Credit Facility
(with the remainder of the total interest in each period to be paid in kind) and
(iii) a 1.00% increase in the total interest rate on February 1, 2024 and on
each subsequent one-year anniversary thereof for the duration of the Amended
Credit Facility.

A copy of the Credit Facility Amendment is included as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject and qualified in its entirety by reference to the Credit Facility Amendment.

Double Helix Warrant



In connection with and as consideration for entering into the Credit Facility
Amendment, on January 31, 2023, the Company granted a warrant to Double Helix to
purchase up to 2 million shares of the Company's Class A common stock, par value
$0.001 per share (the "Warrant Shares") at an exercise price of $5.00 per share
(the "Warrant"). The Warrant will expire on January 31, 2030 and may be net
exercised at the holder's election.

The Warrant is exempt from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, and corresponding provisions of state
securities or "blue sky" laws, as a transaction by an issuer not involving a
public offering. Double Helix represented that it was acquiring the Warrant and
shares of Class A common stock issuable upon exercise of the Warrant for
investment for Double Helix's account, not as a nominee or agent, and not with a
view to the public resale or distribution within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"). Accordingly, neither the Warrant
nor the shares of Class A common stock issuable upon exercise of the Warrant
have been registered under the Securities Act and such securities may not be
offered or sold in the United States absent registration or an exemption from
registration under the Securities Act and any applicable state securities laws.
Appropriate legends have been affixed to the securities issued in this
transaction.

The foregoing description of the Warrant does not purport to be complete and is
qualified in its entirety by reference to the full text of the Class A Common
Stock Warrant which is filed as Exhibit 4.1 to this Current Report on Form 8-K
and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On January 30, 2023, Dan Rosensweig tendered his resignation to be effective as
of April 1, 2023 from the Company's Board of Directors in order to reduce his
time commitment and avoid overboarding concerns under proxy advisor and other
institutional investor policies and not as a result of any disagreement with the
Company on any matter related to the Company's operations, policies or
practices. Mr. Rosensweig currently serves as President, Chief Executive Officer
and Chairman of Chegg.com and as a director of Adobe Inc. Beginning April 1,
2023, Mr. Rosensweig will serve in an advisory role to the Company and the Board
of Directors.







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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
     Exhibit No.                                              Description

         4.1                  Class A Common Stock Warrant, dated January     31    , 2023

        10.1                  Ninth Amendment to the Credit Agreement, dated as of January     31    ,
                            2023, by and among the Company, the lenders

from time to time party thereto and

Double Helix Pte Ltd., as administrative agent.

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