SCHEDULE: Nexus Group Boosts Rent the Runway Stake to 12.7%

Nexus Group, through affiliated entities, has increased its beneficial ownership of Rent the Runway's Class A Common Stock to 12.7%, coinciding with a $10 million incremental term loan and a $15 million rights offering.

Summary

• Several entities affiliated with Nexus Capital Management, including Gateway Runway, LLC, have collectively increased their beneficial ownership of Rent the Runway, Inc. Class A Common Stock to 4,274,394 shares, representing 12.7% of the outstanding shares.
• This filing is an amendment to a previous Schedule 13D filing.
• The reporting persons state they do not believe they are part of a 'group' with Story3 or CHS US Investments, despite collective beneficial ownership of approximately 84.5% of the outstanding shares.
• An amendment to the credit agreement was entered into on September 1, 2026, establishing a $10 million incremental term loan facility provided by APS RTR Blocker Inc. (an affiliate of CHS US Investments), Gateway Runway, and Story3.
• On September 11, 2026, Rent the Runway announced a $15 million rights offering, with the Investor Group agreeing to backstop the purchase of any unsubscribed shares.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as slightly negative due to the significant ownership stake by a group that may exert influence, coupled with a rights offering and credit agreement amendment that suggest potential financial strain or restructuring needs.

Positives

• The Investor Group's commitment to backstop the $15 million rights offering demonstrates confidence in the company's future and ensures the full subscription of the offering.
• The incremental term loan of $10 million provides additional capital to the company.

Negatives

• The reporting persons expressly disclaim the existence of, or membership in, a 'group' with Story3 or CHS US Investments, despite their combined significant ownership (84.5%), which could indicate potential disagreements or a lack of unified strategy among major shareholders.
• The need for a rights offering and an incremental term loan may suggest ongoing financial pressures or a need for capital infusion to support operations or growth.

Risks

• The significant collective ownership by the reporting persons, Story3, and CHS US Investments (84.5%) could lead to concentrated control and potential influence over corporate decisions.
• The terms of the rights offering and the backstop agreement, including the purchase price being the greater of $3.55 or a volume-weighted average price, could result in dilution for existing shareholders if the stock price is low.
• The amendment to the credit agreement and the new incremental term loan facility indicate ongoing financing activities that could carry additional debt obligations and covenants.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from management regarding future performance. However, the rights offering and credit agreement amendment suggest a focus on capital structure and financial stability.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that significant shifts in beneficial ownership and capital raises are common in the retail and apparel sectors, especially for companies navigating evolving consumer demand and competitive landscapes. The involvement of investment management firms like Nexus Capital Management in such filings often signals active engagement in the company's strategic direction.

Related Party Transactions

• The Third Amendment to the Credit Agreement establishes an incremental term loan facility provided by APS RTR Blocker Inc., an affiliate of CHS US Investments, Gateway Runway, and Story3.

Stakeholder Impact

• Shareholders may experience dilution if the rights offering is fully subscribed and new shares are issued at a price below their current market value, depending on the final offering price.
• Creditors may be impacted by the amendment to the credit agreement and the addition of a new $10 million term loan, which alters the company's debt structure.

Next Steps

• The Investor Group will participate in the $15 million rights offering, potentially purchasing unsubscribed shares.
• The company will utilize the $10 million incremental term loan facility.

Key Dates

Recommendation

The filing indicates significant ownership concentration and ongoing capital raising activities, including a rights offering and a new term loan. While the backstop agreement shows some support, the overall situation suggests a period of financial restructuring and potential dilution, warranting a cautious 'hold' stance until the impact of these actions becomes clearer.

Keywords

Rent the Runway, Schedule 13D, Beneficial Ownership, Class A Common Stock, Nexus Capital Management, Rights Offering, Credit Agreement, Term Loan