[Form 4] Rent the Runway, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rent the Runway, Inc. (RENT) Chief Financial Officer Siddharth Thacker reported the sale of 1,948 shares of Class A common stock on September 16, 2025. The filing states the shares were sold solely to cover taxes upon the vesting of restricted stock units under a standing Rule 10b5-1 instruction dated June 9, 2023. The weighted average price for the shares sold is reported as $4.89, with individual sale prices ranging from $4.80 to $5.04. After the transaction, the reporting person beneficially owned 39,437 sharesSeptember 17, 2025.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was pre-planned and reduces concerns about trading on non-public information
• Detailed pricing disclosure provided: weighted average price $4.89 and range $4.80–$5.04; reporter offers to provide full breakdown on request
• Reporting person retains ownership of 39,437 Class A shares after the transaction, maintaining alignment with shareholders

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine tax-related sale by CFO under a pre-established 10b5-1 plan; not indicative of a change in ownership stance.

The filing documents a small, specific disposal of 1,948 Class A shares by the company's CFO executed to satisfy tax withholding on vested restricted stock units. The transaction was executed under a standing Rule 10b5-1 instruction, which indicates pre-planned disposition and reduces the likelihood the sale was motivated by non-public information. The proceeds per share are reported as a weighted average of $4.89 and the reporting person continues to beneficially own 39,437 shares, which preserves ongoing ownership alignment with shareholders. Overall, this is a routine insider liquidity event rather than a material change to management's stake.

Corporate Governance Expert

TL;DR: Governance mechanisms (10b5-1 plan, attorney-in-fact signature) were used, supporting proper process and disclosure.

The disclosure notes the use of a Rule 10b5-1 plan dated June 9, 2023 and shows the Form 4 was executed by an attorney-in-fact, aligning with common corporate governance practices for insider sales tied to tax obligations. The filing provides the weighted average sale price and the disclosed price range, and the reporter offers to supply detailed price breakdowns on request, which supports transparency. There are no indications in the filing of additional sales or policy exemptions; the action appears consistent with routine compensation-related share withholding.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Thacker Siddharth

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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
Class A Common Stock	09/16/2025		S(1)		1,948(2)	D	$4.89(3)	39,437	D

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

Explanation of Responses:

1. Shares were sold solely to cover taxes upon the vesting of restricted stock units pursuant to a standing Rule 10b5-1 instruction dated June 9, 2023.

2. Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon the vesting of restricted stock units for certain employees of the Issuer.

3. The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of restricted stock units for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $4.80 to $5.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Cara Schembri as Attorney in-fact for Siddharth Thacker	09/17/2025
	** 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 did RENT CFO Siddharth Thacker sell according to the Form 4?

The Form 4 reports the sale of 1,948 shares of Class A common stock on September 16, 2025.

Why were the shares sold in the RENT Form 4 filing?

The filing states the shares were sold solely to cover taxes upon the vesting of restricted stock units, pursuant to a standing Rule 10b5-1 instruction dated June 9, 2023.

At what price were the RENT shares sold?

The weighted average sale price reported is $4.89, with individual transaction prices ranging from $4.80 to $5.04.

How many RENT shares does the reporting person own after the sale?

After the reported transaction, the reporting person beneficially owns 39,437 shares of Class A common stock.

When was the Form 4 signed for the RENT transaction?

The Form 4 was signed by an attorney-in-fact on behalf of Siddharth Thacker on September 17, 2025.