[Form 3] Rent the Runway, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Rent the Runway (RENT) insiders filed an initial beneficial ownership report. Gateway Runway, LLC directly holds 4,274,394 shares of Class A Common Stock, reported as indirectly owned by affiliated entities and individuals, including Nexus Capital–related funds. The filing identifies the reporting persons as a Director and 10% Owner. The date of event is 10/28/2025. Footnotes state certain parties disclaim beneficial ownership except to the extent of any indirect pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nexus Capital Management LP

(Last) (First) (Middle)

11111 SANTA MONICA BLVD., SUITE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2025

3. Issuer Name and Ticker or Trading Symbol
Rent the Runway, Inc. [ RENT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.001 par value per share	4,274,394	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Nexus Capital Management LP

(Last) (First) (Middle)

11111 SANTA MONICA BLVD., SUITE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gateway Runway, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gateway Runway Intermediate Holdings, Inc.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NEXUS SPECIAL SITUATIONS III, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NEXUS SPECIAL SITUATIONS III (CAYMAN), L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nexus Special Situations GP III, LP

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nexus Partners III, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cohen Michael S

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Flesh Daniel E.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, STE 350

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Gateway Runway, LLC ("Gateway Runway") directly holds 4,274,394 shares of Class A Common Stock. Gateway Runway is jointly owned by Gateway Runway Intermediate Holdings, Inc. ("Gateway Runway Intermediate") and Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Special Situations III (Cayman) L.P. ("Nexus SS III Cayman") is the limited partner Nexus SS III. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of Nexus SS III and Nexus SS III Cayman. Nexus Special Situations GP III, L.P. ("Nexus SS GP III") is the general partner of Nexus SS III and Nexus SS III Cayman. Nexus Partners III, LLC ("Nexus Partners") is the general partner of Nexus SS GP III. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Giangiacomo serves on the board of directors of the Issuer.

2. Each of Gateway Runway Intermediate, Nexus SS III, Nexus SS III Cayman, Nexus SS GP IIII, Nexus Partners, Nexus Capital Management, Mr. Giangiacomo, Mr. Cohen and Mr. Flesh disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

	/s/ Damian Giangiacomo - Nexus Capital Management LP, By: Damian Giangiacomo, Authorized Signatory	11/07/2025
	/s/ Damian Giangiacomo - Gateway Runway LLC, By: Damian Giangiacomo, President	11/07/2025
	/s/ Damian Giangiacomo - Gateway Runway Intermediate Holdings, Inc., By: Damian Giangiacomo, President	11/07/2025
	/s/ Damian Giangiacomo - Nexus Special Situations III, L.P., By: Damian Giangiacomo, Authorized Signatory	11/07/2025
	/s/ Damian Giangiacomo - Nexus Special Situations III (Cayman), L.P., By: Damian Giangiacomo, Authorized Signatory	11/07/2025
	/s/ Damian Giangiacomo - Nexus Special Situations GP III, L.P., By: Damian Giangiacomo, Authorized Signatory	11/07/2025
	/s/ Damian Giangiacomo - Nexus Partners III, LLC, By: Damian Giangiacomo, Authorized Signatory	11/07/2025
	/s/ Michael Cohen	11/07/2025
	/s/ Daniel Flesh	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did RENT insiders report on Form 3?

An initial statement showing Gateway Runway, LLC directly holds 4,274,394 Class A shares, with indirect ownership attributed to affiliated entities and individuals.

How many RENT shares are reported as beneficially owned?

4,274,394 shares of Class A Common Stock, held directly by Gateway Runway, LLC and reported as indirectly owned by related parties.

What is the relationship of the reporting persons to RENT?

They are identified as a Director and a 10% Owner.

What is the Form 3 date of event?

The date of event is 10/28/2025.

Were derivative securities reported?

No derivative securities are listed in Table II.

Do the reporting persons claim full beneficial ownership?

Footnotes state that several entities and individuals disclaim beneficial ownership except for any indirect pecuniary interest.

Who is noted as serving on RENT’s board?

Damian Giangiacomo is stated to serve on the board of directors.