Rent the Runway investors hold 84.5% of Class A

An investor group led by S3 RR reports 12.7% ownership of Rent the Runway and commits to a $10 million term loan plus a fully backstopped $15 million rights offering.

Rhea-AI Filing Summary

Rent the Runway, Inc. (symbol RENT) is the subject of an amended Schedule 13D in which S3 RR Aggregator, LLC and affiliated reporting persons state beneficial ownership of 4,274,394 shares of Class A common stock, or 12.7% of the class, based on 33,774,121 shares outstanding as of September 4, 2026. The filing notes that S3 RR is jointly owned by funds managed by STORY3 Capital Partners, which is wholly owned by Rising Sons Capital, LLC, and that Peter Comisar is the controlling member of Rising Sons.

The reporting persons reference other major holders, stating their understanding that Nexus holds 12.7% and CHS US Investments holds 59.2% of the Class A common stock, which together with the reporting persons totals 84.5% of outstanding shares, while expressly disclaiming any group status or beneficial ownership of shares held by Nexus or CHS US Investments. The filing also describes a Third Amendment to the company’s credit agreement establishing a new $10 million incremental term loan facility provided by an affiliate of CHS US Investments, Nexus, and S3 RR, and a $15 million rights offering that is fully backstopped by the investor group at a purchase price per share equal to the greater of $3.55 or a specified 15‑day volume weighted average price.

Key Figures

Shares beneficially owned by reporting persons: 4,274,394 shares Beneficial ownership percentage of class: 12.7% Shares outstanding: 33,774,121 shares +5 more

8 metrics

Shares beneficially owned by reporting persons 4,274,394 shares Class A common stock directly held by S3 RR

Beneficial ownership percentage of class 12.7% Percentage of Class A common stock held by reporting persons

Shares outstanding 33,774,121 shares Class A common stock outstanding as of September 4, 2026

Incremental term loan facility $10 million Principal amount under the Third Amendment to the credit agreement

Rights offering size $15 million Announced amount of the rights offering

Minimum backstop share price $3.55 per share Floor price in Rights Offering Backstop Agreement

CHS US Investments ownership 59.2% Beneficial ownership of Rent the Runway Class A common stock

Combined ownership of reporting persons, Nexus, and CHS US Investments 84.5% Approximate combined beneficial ownership of Class A common stock

Key Terms

beneficial ownership, Rights Offering Backstop Agreement, incremental term loan facility, volume weighted average price, +1 more

5 terms

beneficial ownership financial

"The beneficial ownership percentages reported herein are based on 33,774,121 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.

Rights Offering Backstop Agreement financial

"the Investor Group entered into the Rights Offering Backstop Agreement, dated September 11, 2026"

incremental term loan facility financial

"The Third Amendment establishes an incremental term loan facility in the aggregate principal amount"

An incremental term loan facility is an additional fixed‑repayment loan added to a company’s existing long‑term debt package, like taking out a second mortgage on a house to pay for a new project. It matters to investors because it increases the company’s total debt, interest obligations and potential risk profile, and can affect credit terms and future earnings — in short, it changes how risky and costly the business may be going forward.

volume weighted average price financial

"represents the volume weighted average price of the Class A Common Stock for the 15-day"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report"

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.

FAQ

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

How much of Rent the Runway (RENT) does the S3 RR investor group report owning?

The reporting persons state that S3 RR directly holds 4,274,394 shares of Rent the Runway Class A common stock, representing 12.7% of the class, based on 33,774,121 shares outstanding as of September 4, 2026.

What total ownership in RENT do the reporting persons believe is held by them and related large holders?

They state that, based on other filings, the reporting persons, Nexus, and CHS US Investments together have beneficial ownership of 28,532,444 Class A shares, or approximately 84.5% of Rent the Runway’s outstanding Class A common stock.

What financing arrangement involving a term loan is described for RENT?

The filing describes a Third Amendment to the amended and restated credit agreement that establishes an incremental term loan facility of $10 million, provided to Rent the Runway by APS RTR Blocker Inc., an affiliate of CHS US Investments, Nexus, and S3 RR.

What are the key terms of Rent the Runway’s rights offering mentioned in this Schedule 13D/A?

Rent the Runway announced a $15 million rights offering. The investor group agreed in a Rights Offering Backstop Agreement to purchase all unsubscribed Class A shares, at a price per share equal to the greater of $3.55 or a specified 15‑day volume weighted average price.

Did the reporting persons trade RENT shares in the 60 days before this amendment?

The filing states that none of the reporting persons has effected any transaction in Rent the Runway Class A common stock during the past 60 days.

Do the reporting persons claim to be in a group with Nexus or CHS US Investments regarding RENT?

No. They expressly disclaim the existence of, or membership in, a “group” with Nexus or CHS US Investments and also disclaim beneficial ownership of any Rent the Runway shares held by Nexus or CHS US Investments.

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

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Available on EDGAR 09/11/2026 - 05:28 PM Accepted by SEC EDGAR 09/11/2026 - 05:27 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

09/11/2026

(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)

12.7 %

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)

12.7 %

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)

12.7 %

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)

12.7 %

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 Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 6 of this Schedule 13D is incorporated by reference into this Item 4.
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 33,774,121 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. 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 12.7% 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 59.2% 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 84.5% 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: New Credit Agreement Amendment On September 1, 2026, the Investor Group, CHS US Management, the Issuer and the other parties thereto entered into the Third Amendment to the Amended and Restated Credit Agreement (the "Third Amendment"), which amends the New Credit Agreement. The Third Amendment establishes an incremental term loan facility in the aggregate principal amount of $10 million provided to the Issuer by APS RTR Blocker Inc., an affiliate of CHS US Investments, Nexus, and S3 RR. The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 99.8 and incorporated herein by reference. Rights Offering Backstop Agreement On September 11, 2026, the Issuer announced a $15 million rights offering (the "Rights Offering"). In connection with the Rights Offering, the Investor Group entered into the Rights Offering Backstop Agreement, dated September 11, 2026 (the "Rights Offering Backstop Agreement"), pursuant to which the Investor Group agreed to purchase from the Issuer all unsubscribed shares of Class A Common Stock to be issued in connection with the Rights Offering on the terms and subject to the conditions set forth in the Rights Offering Backstop Agreement. The purchase price of the shares purchased pursuant to the Rights Offering Backstop Agreement will be the greater of (i) $3.55, which represents the volume weighted average price of the Class A Common Stock for the 15-day trading period ending on the second trading day preceding the date of the Rights Offering Backstop Agreement and (ii) the volume weighted average price of the Class A Common Stock for the 15-day trading period through and including the record date of the Rights Offering. The foregoing description of the Rights Offering Backstop Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 99.9 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.8 - Third Amendment to Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on September 1, 2026) Exhibit 99.9 - Rights Offering Backstop Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on September 11, 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:	09/11/2026

STORY3 Capital Partners, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Chief Executive Officer
Date:	09/11/2026

Rising Sons Capital, LLC

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar, Member
Date:	09/11/2026

Peter Comisar

Signature:	/s/ Peter Comisar
Name/Title:	Peter Comisar
Date:	09/11/2026