Rent the Runway (RENT) backer details 59.8% stake as founder CEO exits

Rhea-AI Filing Summary

CHS US Investments and affiliated entities report beneficial ownership of 19,983,656 Rent the Runway Class A shares, or 59.8% of the company, based on 33,419,413 shares outstanding as of April 2, 2026.

The filing also notes that founder Jennifer Hyman will resign as Chief Executive Officer, President, and director effective May 15, 2026, with an interim CEO appointed. A Separation, Advisor and Release Agreement and a Side Letter govern her transition, advisory role, separation benefits, restrictive covenants, and mutual non-disparagement provisions. Under the Side Letter, Hyman and her affiliates terminate all rights under the Investor Rights Agreement, including the ability to designate a director or board observer. The reporting holders say they may engage with the board, management, and other stockholders on identifying her successor.

Positive

• None.

Negative

• Founder-CEO departure and loss of board role: Jennifer Hyman is resigning as Chief Executive Officer, President, and director effective May 15, 2026, with her Investor Rights Agreement privileges, including director designation rights, terminated under a Side Letter.

Insights

Governance and control-structure analyst

Control group reaffirms majority stake as founder CEO exits and governance rights shift.

The filing shows CHS US Investments directly holds 19,983,656 Class A shares, equal to 59.8% of Rent the Runway’s outstanding stock based on 33,419,413 shares as of April 2, 2026. This confirms a clear majority holder with shared voting and dispositive power across several affiliated vehicles.

On governance, founder Jennifer Hyman is resigning as CEO, President, and director effective May 15, 2026, with an interim CEO appointed. Her Separation Agreement and Side Letter end her Investor Rights Agreement privileges, including rights to appoint a director or board observer, while imposing mutual non-disparagement and other restrictive covenants.

The reporting entities note that they, Nexus, and Story3 collectively hold about 85.4% of Class A shares, though they expressly disclaim forming a group or sharing beneficial ownership with Nexus and Story3. Future disclosures in company filings may clarify how this ownership concentration and leadership change influence board composition and strategic direction.

Key Figures

Beneficially owned shares: 19,983,656 shares Ownership percentage: 59.8% Shares outstanding: 33,419,413 shares +5 more

8 metrics

Beneficially owned shares 19,983,656 shares Class A common stock held by CHS US Investments

Ownership percentage 59.8% 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 stake 4,274,394 shares (12.8%) Class A shares beneficially owned by Nexus per referenced filings

Story3 stake 4,274,394 shares (12.8%) Class A shares beneficially owned by Story3 per referenced filings

Combined major holdings 28,532,444 shares (85.4%) Reported combined holdings of reporting persons, Nexus and Story3

CEO resignation effective date May 15, 2026 Effective date of Jennifer Hyman’s resignation as CEO, President, and director

Event date for amendment May 13, 2026 Date of event requiring this Schedule 13D amendment

Key Terms

Schedule 13D, beneficial ownership, Separation Agreement, Side Letter, +2 more

6 terms

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.

beneficial ownership financial

"The beneficial ownership percentages reported herein are based on 33,419,413 shares"

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.

Separation Agreement financial

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

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

Side Letter financial

"Pursuant to the Side Letter, Ms. Hyman and her affiliates agreed to terminate"

Investor Rights Agreement financial

"terminate any and all of their respective rights under the Investor Rights Agreement"

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.

non-disparagement financial

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

A non-disparagement provision is a promise in an agreement that one party will not make negative public statements about the other, like a vow to avoid “badmouthing” a business or its leaders. Investors care because such promises protect reputation and can limit public criticism that might affect a company’s stock price, signal unresolved disputes, or introduce legal risk if enforcement leads to further costs or constrained disclosure.

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)

Wendy Ruberti
CHS (US) Management LLC, 550 Madison Avenue, 34th Floor
New York, NY, 10022
(929) 783-1801

Michael Ellis
Proskauer Rose LLP, Eleven Times Square
New York, NY, 20004
(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)

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

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 19,983,656.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,983,656.00

11

Aggregate amount beneficially owned by each reporting person

19,983,656.00

12

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

13

Percent of class represented by amount in Row (11)

59.8 %

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 19,983,656.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,983,656.00

11

Aggregate amount beneficially owned by each reporting person

19,983,656.00

12

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

13

Percent of class represented by amount in Row (11)

59.8 %

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 19,983,656.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,983,656.00

11

Aggregate amount beneficially owned by each reporting person

19,983,656.00

12

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

13

Percent of class represented by amount in Row (11)

59.8 %

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 19,983,656.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,983,656.00

11

Aggregate amount beneficially owned by each reporting person

19,983,656.00

12

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

13

Percent of class represented by amount in Row (11)

59.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

CHS (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 19,983,656.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,983,656.00

11

Aggregate amount beneficially owned by each reporting person

19,983,656.00

12

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

13

Percent of class represented by amount in Row (11)

59.8 %

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 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. CHS US Investments 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 99.8 and Exhibit 99.9 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. CHS US Investments directly holds 19,983,656 shares of Class A Common Stock. CHS US Management is the investment manager of CHS US Investments. CHS GP is the general partner 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 4,274,394 shares of Class A Common Stock, or 12.8% 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 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 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)	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 99.8 - 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 99.9 - Separation Agreement (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.

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:	05/13/2026

CHS GP LP

Signature:	/s/ Alexandra Grigos
Name/Title:	By: CHS UGP LLC, its general partner, By: Alexandra Grigos, Director
Date:	05/13/2026

CHS UGP LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	Alexandra Grigos, Director
Date:	05/13/2026

CHS Platform Holdings Pte. Ltd.

Signature:	/s/ Nicolas Debetencourt
Name/Title:	Nicolas Debetencourt, Director
Date:	05/13/2026

CHS (US) Management LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	Alexandra Grigos, Chief Operating Officer
Date:	05/13/2026

FAQ

How much of Rent the Runway (RENT) does CHS US Investments own?

CHS US Investments directly holds 19,983,656 shares of Rent the Runway Class A common stock. This represents 59.8% of the company’s outstanding Class A shares, based on 33,419,413 shares reported outstanding as of April 2, 2026.

What leadership change at Rent the Runway (RENT) is disclosed here?

Rent the Runway announced that Jennifer Hyman will resign as Chief Executive Officer, President, and board member, effective May 15, 2026. The board has appointed an interim CEO, and Hyman will provide advisory services under a Separation, Advisor and Release Agreement.

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

Her departure is governed by a Separation, Advisor and Release Agreement and a Side Letter

How concentrated is Rent the Runway (RENT) ownership among major holders?

The reporting entities state they, Nexus, and Story3 together beneficially own about 28,532,444 shares, or roughly 85.4% of Class A stock. They explicitly disclaim forming a group or sharing beneficial ownership with Nexus or Story3 under Section 13(d).

Did CHS-affiliated entities trade Rent the Runway (RENT) shares recently?

The reporting persons state that none of them has effected any transactions in Rent the Runway Class A common stock in the past 60 days. Their reported beneficial ownership reflects existing positions rather than new purchases or sales during that period.

What role does CHS (US) Management LLC play regarding Rent the Runway (RENT) stake?

CHS (US) Management LLC is described as the investment manager of CHS US Investments. It shares voting and dispositive power over 19,983,656 Class A shares, aligning it with other CHS-affiliated entities that jointly control this majority position in Rent the Runway.