Rent the Runway: CHS buys shares, holds 60.4%

The amended backstop terms reduce each Investor Group member’s required purchases by the shares that member acquired through exercising rights.

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) shareholder CHS US Investments LLC purchased 458,245 Class A shares at $3.55 per share on October 21, 2026, pursuant to the Amended and Restated Rights Offering Backstop Agreement. CHS US Investments directly holds 22,937,292 shares; each of the five reporting persons reports shared voting and dispositive power over that same holding, equal to 60.4% of the class.

The reported percentage is based on 37,999,472 shares outstanding, including 33,774,121 outstanding as of September 4, 2026, and 4,225,351 shares issued in the Rights Offering and pursuant to the agreement. Entered into on October 20, the agreement reduced each Investor Group member’s required purchases by the number of shares that member acquired by exercising rights in the Rights Offering.

Filing Explained

The reporting persons say they believe Nexus and Story3 each hold 12.9% and that all three parties together hold about 86.2%, while disclaiming any group relationship or ownership of the other parties’ shares.

Key Figures

Shares purchased: 458,245 shares Purchase price: $3.55 per share Directly held and beneficially owned shares: 22,937,292 shares +3 more

6 metrics

Shares purchased 458,245 shares CHS US Investments purchase on October 21, 2026

Purchase price $3.55 per share CHS US Investments purchase on October 21, 2026

Directly held and beneficially owned shares 22,937,292 shares CHS US Investments; the five reporting persons report shared voting and dispositive power over this holding

Beneficial ownership 60.4% Reported by each of the five reporting persons

Shares outstanding 37,999,472 shares Aggregate used to calculate the reported beneficial ownership percentages

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, beneficial ownership, shared voting power, Rights Offering

4 terms

A&R Backstop Agreement financial

"pursuant to the A&R Backstop Agreement"

beneficial ownership financial

"The 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 22,937,292.00"

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.

Rights Offering financial

"shares acquired pursuant to the exercise of rights in 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.

FAQ

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

How many shares did CHS US Investments buy in RENT, and at what price?

CHS US Investments LLC purchased 458,245 shares of Rent the Runway Class A common stock at $3.55 per share on October 21, 2026, pursuant to the Amended and Restated Rights Offering Backstop Agreement.

Which entities also report shared voting power over RENT shares?

APS US Management LLC, CHS GP, CHS UGP and CHS Platform Holdings Pte. Ltd. also report shared voting and dispositive power over 22,937,292 Class A shares. APS is the investment manager of CHS US Investments, CHS GP is its managing member, and CHS UGP is the general partner of CHS GP and a direct, wholly owned subsidiary of CHS Platform Holdings.

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

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Available on EDGAR 10/23/2026 - 04:06 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. 4)

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)

Wendy Ruberti
APS US Management LLC, 550 Madison Avenue, 22nd Floor
New York, NY, 10022
(929) 783-1801

Michael Ellis
Proskauer Rose LLP, Eleven Times Square
New York, NY, 10036
(212) 969-3000

Louis Rambo
Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600
Washington, DC, 20004
(202) 416-6800

(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

CHS US Investments 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,937,292.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,937,292.00

11

Aggregate amount beneficially owned by each reporting person

22,937,292.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

CHS GP LP

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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,937,292.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,937,292.00

11

Aggregate amount beneficially owned by each reporting person

22,937,292.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

CHS UGP 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,937,292.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,937,292.00

11

Aggregate amount beneficially owned by each reporting person

22,937,292.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

CHS Platform Holdings Pte. Ltd.

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

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,937,292.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,937,292.00

11

Aggregate amount beneficially owned by each reporting person

22,937,292.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

APS US Management 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,937,292.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,937,292.00

11

Aggregate amount beneficially owned by each reporting person

22,937,292.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

14

Type of Reporting Person (See Instructions)

OO

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). CHS US Investments directly holds 22,937,292 shares of Class A Common Stock. APS US Management is the investment manager of CHS US Investments. CHS GP is the managing member of CHS US Investments. CHS UGP is the general partner of CHS GP. CHS UGP is a direct, wholly owned subsidiary of CHS Platform.
(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 Story3, the Reporting Persons believe Nexus and Story3 each have 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. Accordingly, the Reporting Persons believe that collectively, the Reporting Persons, Nexus, and Story3 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 Story3, as well as beneficial ownership with respect to any shares of Class A Common Stock beneficially owned by Nexus and Story3, 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, CHS US Investments purchased 458,245 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 since the filing of Amendment No. 3 to the Schedule 13D filed on October 16, 2026.
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.

CHS US Investments LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	By: CHS GP LP, its managing member; By: CHS UGP LLC, its general partner, By: Alexandra Grigos, Director
Date:	10/23/2026

CHS GP LP

Signature:	/s/ Alexandra Grigos
Name/Title:	By: CHS UGP LLC, its general partner, By: Alexandra Grigos, Director
Date:	10/23/2026

CHS UGP LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	Alexandra Grigos, Director
Date:	10/23/2026

CHS Platform Holdings Pte. Ltd.

Signature:	/s/ Nicolas Debetencourt
Name/Title:	Nicolas Debetencourt, Director
Date:	10/23/2026

APS US Management LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	Alexandra Grigos, Chief Operating Officer
Date:	10/23/2026