802K RSUs granted to Rent the Runway (RENT) Executive Chair Fonseca

Rhea-AI Filing Summary

Fonseca Dhiren R. reported acquisition or exercise transactions in this Form 4 filing.

Rent the Runway, Inc. reported that Executive Chair Dhiren R. Fonseca received a grant of 802,395 restricted stock units (RSUs). Each RSU represents one share of Class A common stock. The award was granted as a material inducement to commence employment, with 25% vesting on October 28, 2026 and the remaining 75% vesting in 6.25% quarterly installments thereafter.

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^*

Fonseca Dhiren R.

(Last) (First) (Middle)

C/O RENT THE RUNWAY, INC.

10 JAY ST

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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)	02/27/2026		A		802,395		(1)	(1)	Class A Common Stock	802,395	$0	802,395	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 were granted outside of the Issuer's Second Amended and Restated 2021 Incentive Award Plan, as amended, in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the reporting person to commence employment with the Issuer. The RSUs vest as to 25% on October 28, 2026, and the remaining 75% in quarterly 6.25% installments thereafter.

Remarks:

	/s/ Cara Schembri as Attorney-in-fact for Dhiren Fonseca	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Rent the Runway (RENT) report for Dhiren R. Fonseca?

Rent the Runway reported that Executive Chair Dhiren R. Fonseca received a grant of 802,395 restricted stock units. Each RSU represents one share of Class A common stock and reflects an equity-based component of his compensation package as he begins employment.

How many RSUs did Rent the Runway (RENT) grant to its Executive Chair?

Rent the Runway granted 802,395 restricted stock units to Executive Chair Dhiren R. Fonseca. These units provide the right to receive an equal number of Class A common shares, subject to the specified vesting schedule tied to his continued service with the company.

What is the vesting schedule for the 802,395 RSUs at Rent the Runway (RENT)?

The RSUs vest 25% on October 28, 2026, with the remaining 75% vesting in 6.25% quarterly installments thereafter. This creates a multi-year vesting horizon designed to align Executive Chair Dhiren R. Fonseca’s incentives with long-term company performance and retention.

Why were the RSUs to Dhiren R. Fonseca granted outside Rent the Runway’s 2021 plan?

The RSUs were granted outside Rent the Runway’s Second Amended and Restated 2021 Incentive Award Plan under Nasdaq Listing Rule 5635(c)(4). They are described as a material inducement for Dhiren R. Fonseca to commence employment, providing additional flexibility beyond the existing equity plan.

What does each RSU granted by Rent the Runway (RENT) to its Executive Chair represent?

Each restricted stock unit represents a contingent right to receive one share of Rent the Runway’s Class A common stock. The units convert into shares only as they vest over time, linking equity delivery to the Executive Chair’s continued service and vesting milestones.

Is the RSU grant to Rent the Runway (RENT) Executive Chair an open-market purchase or sale?

No, the RSU grant is not an open-market purchase or sale. It is a stock-based compensation award issued by the company at no cash cost per unit, recorded as an acquisition of derivative securities under the Form 4 transaction code for grants or awards.