Rent the Runway: S3 RR holds 12.9% after share purchase

The amended backstop agreement reduces each Investor Group member’s required purchase by shares it acquired through exercising rights.

Rhea-AI Filing Summary

Rent the Runway, Inc. disclosed that S3 RR Aggregator, LLC purchased 632,922 shares of Class A common stock on October 21, 2026, at $3.55 per share under the amended and restated backstop agreement. S3 RR directly holds 4,907,316 shares, reported as 12.9% of the class, based on 37,999,472 shares outstanding.

The company and the Investor Group entered into the amended agreement on October 20, 2026. It reduces each Investor Group member’s required backstop purchase by the number of shares that member acquired through exercising rights in the Rights Offering.

Filing Explained

Rights-offering and backstop issuance added 4,225,351 shares, bringing reported Class A shares outstanding to 37,999,472 and reducing existing holders’ percentage ownership.

This Schedule 13D amendment records that the rights-offering and backstop shares have been issued. That issuance increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

The filing’s reported total is 37,999,472 shares, including 4,225,351 issued in the rights offering and under the amended backstop, alongside 33,774,121 shares outstanding as of September 4, 2026.

The reporting persons say they believe they, Nexus, and CHS US Investments collectively hold 32,751,924 shares, or approximately 86.2%; they disclaim group membership and beneficial ownership of shares held by Nexus and CHS US Investments.

Key Figures

Class A common shares purchased: 632,922 shares Purchase price: $3.55 per share Direct holdings: 4,907,316 shares +4 more

7 metrics

Class A common shares purchased 632,922 shares Purchased by S3 RR on October 21, 2026

Purchase price $3.55 per share S3 RR purchase on October 21, 2026

Direct holdings 4,907,316 shares S3 RR directly holds this amount

Ownership percentage 12.9% Of Rent the Runway Class A common stock

Shares outstanding used for ownership percentages 37,999,472 shares Aggregate share count used for the reported ownership percentages

Class A shares outstanding 33,774,121 shares Outstanding as of September 4, 2026

Shares issued 4,225,351 shares Issued in the Rights Offering and pursuant to the A&R Backstop Agreement

Key Terms

A&R Backstop Agreement, Rights Offering, beneficial ownership, Shared Voting Power, +1 more

5 terms

A&R Backstop Agreement financial

"the “A&R Backstop Agreement”"

Rights Offering financial

"the Issuer's Rights Offering"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

beneficial ownership financial

"beneficial ownership percentages reported herein"

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.

Shared Voting Power financial

"Shared Voting Power 4,907,316.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Shared Dispositive Power financial

"Shared Dispositive Power 4,907,316.00"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RENT shares did S3 RR buy, and at what price?

S3 RR Aggregator, LLC purchased 632,922 shares of Rent the Runway Class A common stock on October 21, 2026, at $3.55 per share under the Amended and Restated Rights Offering Backstop Agreement.

How many Rent the Runway shares does S3 RR own?

S3 RR directly holds 4,907,316 shares, reported as 12.9% of the Class A common stock, based on 37,999,472 shares outstanding.

How did the amended RENT backstop agreement change required purchases?

It reduced each Investor Group member’s required purchase under the backstop agreement by the number of shares that investor acquired through exercising rights in the Rights Offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

10/21/2026

(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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 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 an aggregate of 37,999,472 shares of Class A Common Stock outstanding, comprising (i) 33,774,121 shares of Class A Common Stock outstanding as of September 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 11, 2026, and (ii) 4,225,351 shares of Class A Common Stock issued in the Issuer's Rights Offering and pursuant to the A&R Backstop Agreement (as defined in Item 6 hereof). S3 RR directly holds 4,907,316 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 4,907,316 shares of Class A Common Stock, or 12.9% of the Issuer's outstanding shares of Class A Common Stock, and CHS US Investments has beneficial ownership of 22,937,292 shares of Class A Common Stock, or 60.4% 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 32,751,924 shares of Class A Common Stock, or approximately 86.2% 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)	On October 21, 2026, S3 RR purchased 632,922 shares of Class A Common Stock at a purchase price of $3.55 per share pursuant to the A&R Backstop Agreement. Except for such purchase, none of the Reporting Persons has effected any transaction with respect to the Class A Common Stock in the past sixty 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: On October 20, 2026, the Investor Group and the Company entered into the Amended and Restated Rights Offering Backstop Agreement (the "A&R Backstop Agreement"), which amended and restated the Rights Offering Backstop Agreement previously described in Amendment No. 2 to the Schedule 13D filed on September 11, 2026. The A&R Backstop Agreement amended the Rights Offering Backstop Agreement such that the number of shares each member of the Investor Group would be required to purchase pursuant to the A&R Backstop Agreement was reduced by the number of shares such investor acquired pursuant to the exercise of rights in the Issuer's Rights Offering.

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:	10/23/2026

STORY3 Capital Partners, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Chief Executive Officer
Date:	10/23/2026

Rising Sons Capital, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Member
Date:	10/23/2026

Peter Comisar

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar
Date:	10/23/2026