Rent the Runway: Gateway reports 12.9% stake

The amended backstop agreement reduced each Investor Group member’s required purchase by shares acquired through exercising rights in the Rights Offering.

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) reports that Gateway Runway, LLC purchased 632,922 shares of Class A Common Stock on October 21, 2026, at $3.55 per share under the Amended and Restated Rights Offering Backstop Agreement, entered into on October 20, 2026.

Gateway Runway directly holds 4,907,316 shares; each reporting person reports shared voting and dispositive power over that same position, representing 12.9% of the class. The reported percentage is based on 37,999,472 shares, including 33,774,121 shares outstanding as of September 4, 2026, and 4,225,351 shares issued in the Rights Offering and pursuant to the backstop agreement. The agreement reduced each Investor Group member’s required purchase by the number of shares acquired through exercising rights in the Rights Offering.

Filing Explained

The amendment separately reports the filers’ belief that Gateway Runway, Story3 and CHS US Investments together hold 32,751,924 shares, or 86.2%. The filers disclaim group membership and beneficial ownership of Story3’s and CHS’s shares, so the filing does not report that combined amount as their joint holding.

Key Figures

Shares beneficially owned: 4,907,316 shares Class A Common Stock ownership: 12.9% Shares purchased: 632,922 shares +2 more

5 metrics

Shares beneficially owned 4,907,316 shares Reported by each reporting person; directly held by Gateway Runway, LLC

Class A Common Stock ownership 12.9% Reported beneficial ownership percentage

Shares purchased 632,922 shares Gateway Runway purchase on October 21, 2026

Purchase price $3.55 per share Gateway Runway purchase on October 21, 2026

Shares outstanding used for ownership percentage 37,999,472 shares Aggregate basis stated for reported beneficial ownership percentages

Key Terms

beneficial ownership, Rights Offering, A&R Backstop Agreement

3 terms

beneficial ownership regulatory

"beneficial ownership percentages reported herein"

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

"shares acquired pursuant to the exercise of rights in the Issuer's 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.

A&R Backstop Agreement financial

"entered into the Amended and Restated Rights Offering Backstop Agreement"

FAQ

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

How many RENT shares did Gateway Runway purchase, and at what price?

Gateway Runway purchased 632,922 shares of Rent the Runway Class A Common Stock on October 21, 2026, at $3.55 per share under the Amended and Restated Rights Offering Backstop Agreement.

How many RENT shares does Gateway Runway report beneficially owning?

Gateway Runway directly holds 4,907,316 shares. Each reporting person reports shared voting and dispositive power over that same position, representing 12.9% of the Class A Common Stock.

What changed in RENT’s amended backstop agreement?

The agreement reduced the number of shares each Investor Group member was required to purchase by the number of shares that member acquired through exercising rights in the Rights Offering.

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

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Available on EDGAR 10/23/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

10/21/2026

(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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 4,907,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,907,316.00

11

Aggregate amount beneficially owned by each reporting person

4,907,316.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

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 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 an aggregate of 37,999,472 shares of Class A Common Stock outstanding, comprising (i) 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, and (ii) 4,225,351 shares of Class A Common Stock issued in the Issuer's Rights Offering and pursuant to the A&R Backstop Agreement (as defined in Item 6 hereof). Gateway Runway directly holds 4,907,316 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 4,907,316 shares of Class A Common Stock, or 12.9% of the Issuer's outstanding shares of Class A Common Stock, and CHS US Investments has beneficial ownership of 22,937,292 shares of Class A Common Stock, or 60.4% 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 32,751,924 shares of Class A Common Stock, or approximately 86.2% 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)	On October 21, 2026, Gateway Runway purchased 632,922 shares of Class A Common Stock at a purchase price of $3.55 per share pursuant to the A&R Backstop Agreement. Except for such purchase, none of the Reporting Persons has effected any transaction with respect to the Class A Common Stock in the past sixty 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: On October 20, 2026, the Investor Group and the Company entered into the Amended and Restated Rights Offering Backstop Agreement (the "A&R Backstop Agreement"), which amended and restated the Rights Offering Backstop Agreement previously described in Amendment No. 2 to the Schedule 13D filed on September 11, 2026. The A&R Backstop Agreement amended the Rights Offering Backstop Agreement such that the number of shares each member of the Investor Group would be required to purchase pursuant to the A&R Backstop Agreement was reduced by the number of shares such investor acquired pursuant to the exercise of rights in the Issuer's Rights Offering.

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:	10/23/2026

Gateway Runway Intermediate Holdings, Inc.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, President
Date:	10/23/2026

Nexus Special Situations III, L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	10/23/2026

Nexus Special Situations III (Cayman) L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	10/23/2026

Nexus Capital Management LP

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	10/23/2026

Nexus Special Situations GP III, L.P.

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Authorized Signatory
Date:	10/23/2026

Nexus Partners III, LLC

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo, Manager
Date:	10/23/2026

Damian Giangiacomo

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo
Date:	10/23/2026

Michael Cohen

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen
Date:	10/23/2026

Daniel Flesh

Signature:	/s/ Daniel Flesh
Name/Title:	Daniel Flesh
Date:	10/23/2026