Major Rent the Runway (RENT) holder updates 13D as CEO Jennifer Hyman resigns

Rhea-AI Filing Summary

Gateway Runway and affiliated Nexus entities filed an amended Schedule 13D reporting beneficial ownership of 4,274,394 Rent the Runway Class A shares, or 12.8% of the class. This amendment follows Rent the Runway’s announcement that Jennifer Hyman will resign as Chief Executive Officer, President and director effective May 15, 2026, with an interim CEO appointed.

The filing describes a Separation, Advisor and Release Agreement and a related Side Letter with Hyman. She will provide advisory services and receive separation benefits, and both sides agreed to mutual non-disparagement and other restrictive covenants. Hyman and her affiliates agreed to terminate all rights under an Investor Rights Agreement, including rights to designate a director and board observer. The reporting persons state they may engage with the board, management and other stockholders regarding identifying and appointing Hyman’s successor and report that no reporting person has traded the stock in the past 60 days.

Positive

• None.

Negative

• Founder-CEO departure and leadership transition: Rent the Runway announced that Jennifer Hyman will resign as Chief Executive Officer, President and director effective May 15, 2026, introducing leadership uncertainty at a key time for the business.

Insights

Governance & activism analyst

Amended 13D highlights concentrated control and a CEO transition.

The filing shows Gateway Runway and related Nexus funds beneficially own 4,274,394 Rent the Runway Class A shares, or 12.8%, based on 33,419,413 shares outstanding as of April 2, 2026. The group reports no trades over the past 60 days, so this is a disclosure and governance update rather than a capital move.

On May 13, 2026, the company announced CEO, President and director Jennifer Hyman will resign effective May 15, 2026, with an interim CEO taking over. The Separation Agreement and Side Letter provide for advisory services, separation benefits, restrictive covenants and mutual non-disparagement, while terminating Hyman’s Investor Rights Agreement, including director and board observer designation rights.

The reporting persons note that, based on other filings, they believe Story3 and CHS US Investments hold 12.8% and 59.8% respectively, implying that these investors together control about 85.4% of the Class A shares. They expressly disclaim forming a Section 13(d) “group” with these other holders. Future company disclosures may further detail the permanent CEO appointment and any related governance changes.

Key Figures

Beneficial ownership: 4,274,394 shares Ownership percentage: 12.8% Shares outstanding: 33,419,413 shares +5 more

8 metrics

Beneficial ownership 4,274,394 shares Gateway Runway Class A Common Stock held

Ownership percentage 12.8% Class A Common Stock beneficially owned by reporting persons

Shares outstanding 33,419,413 shares Class A Common Stock outstanding as of April 2, 2026

Story3 ownership 4,274,394 shares (12.8%) Beneficial ownership based on Story3 filings

CHS US Investments ownership 19,983,656 shares (59.8%) Beneficial ownership based on CHS US Investments filings

Combined large-holder ownership 28,532,444 shares (85.4%) Reporting persons plus Story3 and CHS US Investments

Date of triggering event May 13, 2026 Date of event requiring amended Schedule 13D

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

Key Terms

Schedule 13D, beneficial ownership, Separation, Advisor and Release 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, Advisor and Release Agreement financial

"the Issuer and Ms. Hyman entered into a Separation, Advisor and Release Agreement"

Side Letter financial

"and a side letter agreement (the "Side Letter")"

Investor Rights Agreement regulatory

"agreed to 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.

mutual non-disparagement obligations other

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

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)

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)

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

Gateway Runway, 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)

12.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Gateway Runway Intermediate Holdings, Inc.

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 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)

12.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Nexus Special Situations III, L.P.

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 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)

12.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Nexus Special Situations III (Cayman) L.P.

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

CAYMAN ISLANDS

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)

12.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Nexus Capital Management 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

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)

12.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Nexus Special Situations GP III, L.P.

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 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)

12.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Nexus Partners III, 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 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)

12.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Damian Giangiacomo

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)

12.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Michael Cohen

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)

12.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 76010Y202

1

Name of reporting person

Daniel Flesh

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)

12.8 %

14

Type of Reporting Person (See Instructions)

HC, IN

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. Gateway Runway 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 text of the Separation Agreement and the Side Letter, which are filed as Exhibit 99.6 and Exhibit 99.7 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. 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 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 12.8% 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 59.8% 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 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 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: 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 99.6 - 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 99.7 - Side Letter (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.

Gateway Runway, LLC

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, President
Date:	05/13/2026

Gateway Runway Intermediate Holdings, Inc.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, President
Date:	05/13/2026

Nexus Special Situations III, L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	05/13/2026

Nexus Special Situations III (Cayman) L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	05/13/2026

Nexus Capital Management LP

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	05/13/2026

Nexus Special Situations GP III, L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	05/13/2026

Nexus Partners III, LLC

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Manager
Date:	05/13/2026

Damian Giangiacomo

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo
Date:	05/13/2026

Michael Cohen

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen
Date:	05/13/2026

Daniel Flesh

Signature:	/s/ Daniel Flesh
Name/Title:	Daniel Flesh
Date:	05/13/2026

FAQ

What stake do Gateway Runway and Nexus entities report in Rent the Runway (RENT)?

They report beneficial ownership of 4,274,394 Class A shares, representing 12.8% of the outstanding class, based on 33,419,413 shares outstanding as of April 2, 2026, disclosed in the company’s recent annual report.

What leadership change at Rent the Runway (RENT) is referenced in this Schedule 13D/A?

The filing notes that Jennifer Hyman will resign as Chief Executive Officer, President and director, effective May 15, 2026. The issuer announced that an interim Chief Executive Officer has been appointed to lead the company following her departure.

What agreements did Rent the Runway and Jennifer Hyman enter into regarding her departure?

They entered into a Separation, Advisor and Release Agreement and a Side Letter. These cover her transition, advisory services, separation benefits, mutual non-disparagement and other restrictive covenants, and are incorporated by reference from the company’s May 13, 2026 Form 8-K.

How concentrated is Rent the Runway (RENT) share ownership according to the amended 13D?

The reporting persons believe they, Story3 and CHS US Investments collectively beneficially own 28,532,444 Class A shares, or approximately 85.4% of the outstanding Class A stock, based on third-party filings and the company’s disclosed share count.

Did the reporting persons trade Rent the Runway shares before this Schedule 13D/A update?

No. The filing states that none of the reporting persons have effected any transaction in Rent the Runway Class A Common Stock in the 60 days prior to the filing, indicating this amendment is about disclosure, not recent trading.

What happens to Jennifer Hyman’s Investor Rights Agreement with Rent the Runway?

Under the Side Letter, Hyman and her affiliates agreed to terminate all rights under the Investor Rights Agreement. This includes giving up rights to designate a director and a board observer to the company’s board of directors.