Rent the Runway holders report 12.7% stake

Q: How much of Rent the Runway (RENT) do the reporting investors say they own?

The reporting investors state they beneficially own 4,274,394 shares of Rent the Runway’s Class A common stock, representing 12.7% of the outstanding Class A shares based on 33,774,121 shares outstanding as of September 4, 2026.

Q: What are the key terms of Rent the Runway’s planned rights offering?

Rent the Runway announced a $15 million rights offering. The Investor Group agreed to buy all unsubscribed shares at the greater of $3.55 per share or the 15‑day volume weighted average price through and including the record date.

Q: Do the reporting investors claim to act as a group with Story3 or CHS US Investments in RENT?

No. The reporting investors expressly disclaim the existence of, or membership in, a “group” with Story3 or CHS US Investments and disclaim beneficial ownership of shares held by those parties.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) received an updated disclosure from an investor group led by Gateway Runway and affiliated Nexus entities, which report beneficial ownership of 4,274,394 shares of Class A common stock, representing 12.7% of the outstanding Class A shares as of September 4, 2026.

The disclosure explains the ownership structure among Gateway Runway, Nexus Special Situations funds, Nexus Capital Management and related general partners, and their principals. It also notes that, based on other investors’ public filings, this investor group, Story3 and CHS US Investments together are believed to beneficially own about 84.5% of Rent the Runway’s Class A shares, while expressly disclaiming any formal group or additional beneficial ownership. In addition, the investor group participated in a $10 million incremental term loan facility and agreed to backstop a planned $15 million rights offering at a price per share tied to recent volume weighted average trading prices.

Positive

$10 million incremental term loan from APS RTR Blocker Inc., Gateway Runway and Story3 provides additional debt capital to Rent the Runway.
A $15 million rights offering is fully backstopped by the Investor Group, helping ensure the company can raise the targeted equity capital at a price per share tied to recent VWAP levels.

Negative

None.

Filing Explained

The investor group has committed to buy unsubscribed rights-offering shares; issuance and any resulting dilution have not yet occurred.

On September 11, 2026, the company announced a $15 million rights offering and the investor group entered a backstop agreement to buy all shares left unsubscribed. The filing does not report that the offering has closed or that backstop shares have been issued.

If those shares are issued, the total share count would increase and existing holders' percentage ownership would decrease, absent offsetting changes. The backstop purchase price is the greater of $3.55 or the 15-day volume-weighted average price through the offering's record date.

Key Figures

Shares beneficially owned by reporting investors: 4,274,394 shares Ownership percentage of reporting investors: 12.7% Shares outstanding: 33,774,121 shares +5 more

8 metrics

Shares beneficially owned by reporting investors 4,274,394 shares Class A common stock beneficially owned by the reporting persons

Ownership percentage of reporting investors 12.7% Portion of 33,774,121 Class A shares outstanding as of September 4, 2026

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

CHS US Investments ownership 19,983,656 shares (59.2%) Beneficial ownership of Class A shares based on other filings

Combined ownership of investor group, Story3 and CHS US Investments 28,532,444 shares (84.5%) Believed aggregate beneficial ownership of Class A shares

Incremental term loan facility $10 million Additional term loan provided under the Third Amendment to the credit agreement

Rights offering size $15 million Planned rights offering announced by Rent the Runway

Backstop minimum price per share $3.55 per share Floor price in the Rights Offering Backstop Agreement, subject to 15‑day VWAP comparison

Key Terms

beneficial ownership, Rights Offering, Rights Offering Backstop Agreement, incremental term loan facility, +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 financial

"the Issuer announced a $15 million rights offering (the "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.

Rights Offering Backstop Agreement financial

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

incremental term loan facility financial

"The Third Amendment establishes an incremental term loan facility in the aggregate principal amount of $10 million"

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 trading period"

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.

FAQ

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

How much of Rent the Runway (RENT) do the reporting investors say they own?

The reporting investors state they beneficially own 4,274,394 shares of Rent the Runway’s Class A common stock, representing 12.7% of the outstanding Class A shares based on 33,774,121 shares outstanding as of September 4, 2026.

What overall ownership concentration is reported in RENT’s Class A shares?

Based on other investors’ filings, the reporting investors believe that they, Story3 and CHS US Investments together beneficially own 28,532,444 shares, or approximately 84.5% of Rent the Runway’s outstanding Class A common stock.

What new debt financing is described for Rent the Runway (RENT)?

A Third Amendment to the Amended and Restated Credit Agreement establishes an incremental term loan facility of $10 million, provided to Rent the Runway by APS RTR Blocker Inc., Gateway Runway and Story3.

What are the key terms of Rent the Runway’s planned rights offering?

Rent the Runway announced a $15 million rights offering. The Investor Group agreed to buy all unsubscribed shares at the greater of $3.55 per share or the 15‑day volume weighted average price through and including the record date.

Do the reporting investors claim to act as a group with Story3 or CHS US Investments in RENT?

No. The reporting investors expressly disclaim the existence of, or membership in, a “group” with Story3 or CHS US Investments and disclaim beneficial ownership of shares held by those parties.

Have the reporting investors traded RENT shares recently?

They state that none of the reporting persons has effected any transaction in Rent the Runway Class A common stock in the past 60 days.

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

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)

Bjorn Sperber
11111 Santa Monica Blvd, Ste 350
Los Angeles, CA, 90025
(424) 330-8820

(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).

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. Gateway Runway directly holds 4,274,394 shares of Class A Common Stock. Gateway Runway is jointly owned by Gateway Runway Intermediate and Nexus SS III. Nexus SS III Cayman is the limited partner of Nexus SS III. Nexus Capital Management is the investment manager of Nexus SS III and Nexus SS III Cayman. Nexus SS GP III is the general partner of Nexus SS III and Nexus SS III Cayman. Nexus Partners is the general partner of Nexus SS GP III. Mr. Giangiacomo, Mr. Cohen and Mr. Flesh are the owners of Nexus Capital Management and Nexus Partners.

(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 Story3 and CHS US Investments, the Reporting Persons believe Story3 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, Story3, 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 Story3 or CHS US Investments, as well as beneficial ownership with respect to any shares of Class A Common Stock beneficially owned by Story3 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, Gateway Runway, 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 99.8 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.

Gateway Runway, LLC

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, President
Date:	09/11/2026

Gateway Runway Intermediate Holdings, Inc.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, President
Date:	09/11/2026

Nexus Special Situations III, L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	09/11/2026

Nexus Special Situations III (Cayman) L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	09/11/2026

Nexus Capital Management LP

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	09/11/2026

Nexus Special Situations GP III, L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	09/11/2026

Nexus Partners III, LLC

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Manager
Date:	09/11/2026

Damian Giangiacomo

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo
Date:	09/11/2026

Michael Cohen

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen
Date:	09/11/2026

Daniel Flesh

Signature:	/s/ Daniel Flesh
Name/Title:	Daniel Flesh
Date:	09/11/2026

Source: View Original Filing on SEC EDGAR