Rent the Runway (RENT) holders detail 12.8% stake and CEO transition

Rhea-AI Filing Summary

Rent the Runway, Inc. large shareholders have amended their Schedule 13D to update their position and respond to leadership changes. S3 RR Aggregator, LLC and its affiliated reporting persons each report beneficial ownership of 4,274,394 shares of Class A common stock, representing 12.8% of the company’s outstanding Class A shares, based on 33,419,413 shares outstanding as of April 2, 2026.

The filing notes that on May 13, 2026 the company announced that Jennifer Hyman will resign as Chief Executive Officer, President, and director effective May 15, 2026, and an interim CEO has been appointed. A Separation, Advisor and Release Agreement and a Side Letter govern her transition, advisory services, separation benefits, and mutual non-disparagement obligations. In the Side Letter, Hyman and her affiliates agreed to terminate their rights under an Investor Rights Agreement, including rights to designate a director and board observer. The reporting persons state they may engage with the board, management, and other stockholders regarding the selection of a permanent CEO and report no share transactions in the past 60 days.

Insights

Governance and ownership structure analyst

Filing updates concentrated ownership details alongside a CEO transition.

The reporting group, led by S3 RR Aggregator and related entities, reaffirms beneficial ownership of 4,274,394 Class A shares, or 12.8% of outstanding stock based on April 2, 2026 figures. This confirms a sizable minority position in Rent the Runway.

The amendment also describes Jennifer Hyman’s resignation effective May 15, 2026, governed by a Separation Agreement and Side Letter. These documents address advisory services, separation benefits, and mutual non-disparagement, and terminate prior Investor Rights Agreement board designation rights for Hyman and affiliates.

The reporting persons highlight that, based on other filings, they believe together with Nexus and CHS US Investments there is beneficial ownership of about 85.4% of Class A shares, while expressly disclaiming any “group” status with those investors. Future company disclosures may clarify how this concentrated ownership and leadership change influence board composition and long-term strategy.

Key Figures

Beneficial ownership: 4,274,394 shares Ownership percentage: 12.8% Shares outstanding: 33,419,413 shares +5 more

8 metrics

Beneficial ownership 4,274,394 shares Class A common stock held by S3 RR, 13D/A

Ownership percentage 12.8% Portion of Class A shares beneficially owned by reporting persons

Shares outstanding 33,419,413 shares Class A shares outstanding as of April 2, 2026

Nexus beneficial stake 4,274,394 shares (12.8%) Believed beneficial ownership of Class A shares by Nexus

CHS US Investments stake 19,983,656 shares (59.8%) Believed beneficial ownership of Class A shares by CHS US Investments

Combined beneficial ownership 28,532,444 shares (~85.4%) Combined reporting persons, Nexus, and CHS US Investments

CEO resignation effective date May 15, 2026 Effective date of Jennifer Hyman’s resignation

Event trigger date May 13, 2026 Date of event requiring Schedule 13D/A amendment

Key Terms

Separation, Advisor and Release Agreement, Side Letter, Investor Rights Agreement, beneficial ownership, +2 more

6 terms

Separation, Advisor and Release Agreement financial

"The Separation Agreement provides for Ms. Hyman's transition from her roles with the Issuer..."

Side Letter financial

"Pursuant to the Side Letter, Ms. Hyman and her affiliates agreed to terminate any and all of their respective rights..."

Investor Rights Agreement financial

"terminate any and all of their respective rights under the Investor Rights Agreement, including rights to designate a director..."

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

beneficial ownership financial

"The beneficial ownership percentages reported herein are based on 33,419,413 shares of Class A Common Stock outstanding..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

mutual non-disparagement financial

"The Separation Agreement also includes customary restrictive covenants, including mutual non-disparagement obligations."

Schedule 13D regulatory

"Item 4 of the Scheduled 13D is hereby amended and supplemented as follows..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Rent the Runway, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

76010Y202

(CUSIP Number)

Clay Krebs
1580 N Logan St., Suite 660, PMB 43072
Denver, CO, 80203-1942
(310) 425-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

S3 RR Aggregator, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,274,394.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,274,394.00

11

Aggregate amount beneficially owned by each reporting person

4,274,394.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

STORY3 Capital Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,274,394.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,274,394.00

11

Aggregate amount beneficially owned by each reporting person

4,274,394.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Rising Sons Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,274,394.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,274,394.00

11

Aggregate amount beneficially owned by each reporting person

4,274,394.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Peter Comisar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,274,394.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,274,394.00

11

Aggregate amount beneficially owned by each reporting person

4,274,394.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.001 par value per share
(b)	Name of Issuer: Rent the Runway, Inc.
(c)	Address of Issuer's Principal Executive Offices: 10 Jay Street, Brooklyn, NEW YORK , 11201.
Item 4.	Purpose of Transaction
	Item 4 of the Scheduled 13D is hereby amended and supplemented as follows: On May 13, 2026, the Issuer announced the resignation of Jennifer Hyman from her roles as Chief Executive Officer and President of the Issuer and as a member of the Issuer's board of directors, effective May 15, 2026, and the appointment of an interim Chief Executive Officer. In connection with Ms. Hyman's resignation, on May 12, 2026 the Issuer and Ms. Hyman entered into a Separation, Advisor and Release Agreement (the "Separation Agreement") and a side letter agreement (the "Side Letter"). The Separation Agreement provides for Ms. Hyman's transition from her roles with the Issuer, the provision of certain advisor services following her separation, and certain separation benefits and release provisions. The Separation Agreement also includes customary restrictive covenants, including mutual non-disparagement obligations. S3 RR is a party to the Separation Agreement solely with respect to the non-disparagement provisions and certain affirmations contained therein. Pursuant to the Side Letter, Ms. Hyman and her affiliates agreed to terminate any and all of their respective rights under the Investor Rights Agreement, including rights to designate a director and a board observer to the Issuer's board of directors. The Reporting Persons may engage with the Issuer's board of directors, management, and other stockholders with respect to the identification and appointment of a successor to Ms. Hyman. The foregoing summaries of the Separation Agreement and Side Letter do not purport to be complete and are qualified in their entireties by reference to the full texts of the Separation Agreement and the Side Letter, which are filed as Exhibit 99.6 and Exhibit 99.7 hereto, respectively, and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows: The beneficial ownership percentages reported herein are based on 33,419,413 shares of Class A Common Stock outstanding as of April 2, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2026. S3 RR directly holds 4,274,394 shares of Class A Common Stock. S3 RR is jointly owned by funds managed by STORY3 Capital Partners, which is wholly owned by Rising Sons. Peter Comisar is the controlling member of Rising Sons.
(b)	The information set forth in the cover pages of this Schedule 13D is incorporated by reference into this Item 5(b). Based on filings made by Nexus and CHS US Investments, the Reporting Persons believe Nexus has beneficial ownership of 4,274,394 shares of Class A Common Stock, or 12.8% of the Issuer's outstanding shares of Class A Common Stock, and CHS US Investments has beneficial ownership of 19,983,656 shares of Class A Common Stock, or 59.8% of the Issuer's outstanding shares of Class A Common Stock. Accordingly, the Reporting Persons believe that collectively, the Reporting Persons, Nexus, and CHS US Investments have beneficial ownership of 28,532,444 shares of Class A Common Stock, or approximately 85.4% of the Issuer's outstanding shares of Class A Common Stock. The Reporting Persons expressly disclaim the existence of, or membership in a "group" within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder with Nexus or CHS US Investments, as well as beneficial ownership with respect to any shares of Class A Common Stock beneficially owned by Nexus and CHS US Investments, and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Class A Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
(c)	None of the Reporting Persons has effected any transaction with respect to the Class A Common Stock in the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.6 - Separation Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on May 13, 2026) Exhibit 99.7 - Side Letter (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on May 13, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S3 RR Aggregator, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Chief Executive Officer
Date:	05/13/2026

STORY3 Capital Partners, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Chief Executive Officer
Date:	05/13/2026

Rising Sons Capital, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Member
Date:	05/13/2026

Peter Comisar

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar
Date:	05/13/2026

FAQ

What ownership stake in Rent the Runway (RENT) do the reporting persons disclose?

The reporting persons disclose beneficial ownership of 4,274,394 shares of Rent the Runway Class A common stock, representing 12.8% of outstanding shares based on 33,419,413 shares reported outstanding as of April 2, 2026.

What leadership change at Rent the Runway (RENT) is described in this Schedule 13D/A?

The filing states that Jennifer Hyman will resign as Chief Executive Officer, President, and director of Rent the Runway, effective May 15, 2026, and that the company has appointed an interim CEO to serve following her departure from these roles.

What agreements govern Jennifer Hyman’s departure from Rent the Runway (RENT)?

Her departure is governed by a Separation, Advisor and Release Agreement and a Side Letter. These arrangements cover her transition, advisory services, separation benefits, mutual non-disparagement obligations, and termination of Investor Rights Agreement director and board observer designation rights.

How concentrated is ownership of Rent the Runway (RENT) Class A shares according to the filing?

Based on other investors’ filings, the reporting persons believe they, Nexus, and CHS US Investments together have beneficial ownership of about 28,532,444 shares, or approximately 85.4% of Rent the Runway’s outstanding Class A common stock.

Have the reporting persons traded Rent the Runway (RENT) shares recently?

The filing states that none of the reporting persons has effected any transactions in Rent the Runway Class A common stock during the 60 days prior to this amendment, indicating no recent buying or selling activity by these holders in that period.

Do the reporting persons form a group with Nexus or CHS US Investments in Rent the Runway (RENT)?

The reporting persons expressly disclaim being part of a Section 13(d) “group” with Nexus or CHS US Investments and also disclaim beneficial ownership of any Rent the Runway shares reported as owned by those other investors.