Rent the Runway (RENT) reports 200,598 RSUs for chief merchant officer

Rhea-AI Filing Summary

Rent the Runway, Inc. reported an equity award to a senior executive. Chief Merchant Officer Sarah K. Tam was granted 200,598 restricted stock units (RSUs), each representing the right to receive one share of Class A common stock. The RSUs were granted on December 16, 2025 at a price of $0 per unit.

The award vests over time: 25% of the RSUs vest on December 16, 2026, with the remaining 75% vesting in 16 substantially equal quarterly installments after that date. Following this grant, Tam directly holds 200,598 derivative securities tied to Class A common stock. The filing reflects a compensation-related equity grant rather than an open‑market purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tam Sarah K

(Last) (First) (Middle)

C/O RENT THE RUNWAY, INC.

10 JAY STREET

(Street)

BROOKLYN NY 11201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rent the Runway, Inc. [ RENT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Merchant Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/16/2025		A		200,598		(1)	(1)	Class A Common Stock	200,598	$0	200,598	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to 25% on December 16, 2026, and the remaining 75% in 16 substantially equal quarterly installments thereafter.

Remarks:

	/s/ Cara Schembri as Attorney-in-fact for Sarah K. Tam	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Rent the Runway (RENT) disclose in this filing?

The filing discloses that Chief Merchant Officer Sarah K. Tam received an award of 200,598 restricted stock units (RSUs) tied to Rent the Runway’s Class A common stock.

How many restricted stock units were granted to the Rent the Runway executive?

The executive was granted 200,598 restricted stock units, each representing the contingent right to receive one share of Class A Common Stock.

What is the vesting schedule for the 200,598 RSUs at Rent the Runway?

The RSUs vest 25% on December 16, 2026, with the remaining 75% vesting in 16 substantially equal quarterly installments thereafter.

What price is attached to the Rent the Runway RSU grant?

The RSUs were granted at a price of $0 per restricted stock unit, which is typical for time‑vesting equity awards.

What position does the reporting person hold at Rent the Runway (RENT)?

The reporting person, Sarah K. Tam, is identified as an Officer of Rent the Runway, serving as the company’s Chief Merchant Officer.

How many derivative securities does the officer beneficially own after this RSU award?

After the reported transaction, the officer beneficially owns 200,598 derivative securities in the form of RSUs, held directly.