Rent the Runway investor group at 59.2% stake

A controlling shareholder group of Rent the Runway reports 59.2% ownership and commits to backstop a $15 million rights offering alongside a new $10 million term loan.

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) is reported to have a major shareholder group led by CHS US Investments LLC holding 19,983,656 shares of Class A common stock, representing 59.2% of the class, based on 33,774,121 shares outstanding as of September 4, 2026. Related entities CHS GP, CHS UGP, CHS Platform Holdings and CHS (US) Management report the same shared voting and dispositive power over these shares.

The reporting group notes separate public filings indicating that Nexus and Story3 each beneficially own 4,274,394 shares, or 12.7% each, implying that these three investor groups together could control about 84.5% of the Class A stock; they expressly disclaim forming a statutory group with Nexus or Story3. The disclosure also describes a new $10 million incremental term loan facility provided to Rent the Runway under a credit agreement amendment and a planned $15 million rights offering that will be fully backstopped by the investor group at a purchase price per share equal to the greater of $3.55 or the specified 15-day volume-weighted average price.

Key Figures

Shares beneficially owned by CHS US Investments: 19,983,656 shares Ownership percentage of CHS investor group: 59.2% Shares of Class A common stock outstanding: 33,774,121 shares +5 more

8 metrics

Shares beneficially owned by CHS US Investments 19,983,656 shares Class A common stock held directly by CHS US Investments

Ownership percentage of CHS investor group 59.2% Portion of Class A common stock based on 33,774,121 shares outstanding as of September 4, 2026

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

Nexus and Story3 beneficial ownership each 4,274,394 shares (12.7%) Each of Nexus and Story3 in Rent the Runway Class A common stock

Combined beneficial ownership of CHS, Nexus and Story3 28,532,444 shares (84.5%) Implied aggregate ownership of Class A common stock; statutory group status disclaimed

Incremental term loan facility $10 million Aggregate principal amount under Third Amendment to Amended and Restated Credit Agreement

Rights offering size $15 million Announced rights offering for Rent the Runway Class A common stock

Minimum backstop purchase price per share $3.55 per share Floor price, compared against 15-day volume-weighted average price for rights offering

Key Terms

beneficial ownership, incremental term loan facility, Rights Offering Backstop Agreement, 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.

incremental term loan facility financial

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

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.

Rights Offering Backstop Agreement financial

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

volume weighted average price financial

"represents the volume weighted average price of the Class A Common Stock"

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

"neither the filing of this Statement on nor any of its contents"

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 CHS investor group report owning?

The CHS investor group reports beneficial ownership of 19,983,656 shares of Rent the Runway Class A common stock, representing 59.2% of the class, based on 33,774,121 shares outstanding as of September 4, 2026.

What aggregate ownership in RENT is indicated for CHS, Nexus and Story3 together?

The reporting persons state that CHS, Nexus and Story3 together have beneficial ownership of 28,532,444 shares of Class A common stock, or approximately 84.5% of Rent the Runway’s outstanding Class A shares, while expressly disclaiming being a statutory "group" with Nexus or Story3.

What new debt financing involving RENT is described in this Schedule 13D/A?

An affiliate of the reporting persons, APS RTR Blocker Inc., provides Rent the Runway with an incremental term loan facility of $10 million under a Third Amendment to the Amended and Restated Credit Agreement dated September 1, 2026.

What are the key terms of Rent the Runway’s $15 million rights offering?

Rent the Runway announced a $15 million rights offering. The investor group agreed to purchase all unsubscribed shares at a price per share equal to the greater of $3.55 or the 15-day volume-weighted average price through and including the record date.

Who is backstopping the Rent the Runway (RENT) rights offering?

The reporting investor group entered into a Rights Offering Backstop Agreement under which it agreed to purchase from Rent the Runway all unsubscribed Class A shares issued in the $15 million rights offering, on the stated pricing terms and conditions.

Has the CHS investor group traded RENT shares recently?

The reporting persons state that none of them has effected any transaction in Rent the Runway Class A common stock in the past 60 days prior to the event date in the disclosure.

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

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Available on EDGAR 09/11/2026 - 05:27 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)

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, 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)

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

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)

59.2 %

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)

59.2 %

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)

59.2 %

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)

59.2 %

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)

59.2 %

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 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. 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 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 4,274,394 shares of Class A Common Stock, or 12.7% 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 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 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: 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 the Reporting Persons, Nexus, and Story3. 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 99.10 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 99.11 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 99.10 - 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 99.11 - 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.

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:	09/11/2026

CHS GP LP

Signature:	/s/ Alexandra Grigos
Name/Title:	By: CHS UGP LLC, its general partner, By: Alexandra Grigos, Director
Date:	09/11/2026

CHS UGP LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	Alexandra Grigos, Director
Date:	09/11/2026

CHS Platform Holdings Pte. Ltd.

Signature:	/s/ Nicolas Debetencourt
Name/Title:	Nicolas Debetencourt, Director
Date:	09/11/2026

CHS (US) Management LLC

Signature:	/s/ Alexandra Grigos
Name/Title:	Alexandra Grigos, Chief Operating Officer
Date:	09/11/2026