Rent the Runway insider tax-sale: 863 shares sold; holdings 25,817

Rhea-AI Filing Summary

Sarah K. Tam, Chief Merchant Officer of Rent the Runway, Inc. (RENT), sold 863 shares of Class A common stock on 09/16/2025 at a weighted average price of $4.89 per share to cover taxes related to the vesting of restricted stock units. After the sale, the reporting person beneficially owned 25,817 shares of Class A common stock. The filing states the shares were sold pursuant to a standing Rule 10b5-1 instruction dated December 22, 2021, and that the reported price is a weighted average of multiple sale transactions on the same date, at prices ranging from $4.80 to $5.04. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Tam on 09/17/2025.

Positive

• Transaction explicitly for tax withholding upon RSU vesting (pre-authorized under a Rule 10b5-1 plan).
• Clear disclosure of amounts and prices: 863 shares sold at a weighted average price of $4.89, range $4.80–$5.04.
• Post-transaction beneficial ownership stated: 25,817 shares directly owned by the reporting person.
• Form executed by attorney-in-fact and dated, indicating formal compliance with filing requirements.

Negative

• None.

Insights

Securities/Financial Analyst

TL;DR: Routine, tax-covering disposition of RSUs; small sale relative to reported post-transaction holdings; no new compensation details disclosed.

The transaction is explicitly described as a sale solely to satisfy tax withholding upon RSU vesting under a standing 10b5-1 plan. The sale of 863 shares at a weighted average price of $4.89 reduced Ms. Tam's direct beneficial ownership to 25,817 shares. This is a routine insider action that provides transparency on share movements but does not disclose any change in compensation structure or indicate additional open-market trading intent.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure consistent with governance best practices; transaction appears non-discretionary and pre-planned.

The filing identifies a standing Rule 10b5-1 instruction dated December 22, 2021, which supports that the sales were pre-authorized to cover tax obligations from vested RSUs. The Form 4 was properly executed by an attorney-in-fact, and the filing lists transaction details including share counts and price range. From a governance standpoint, the disclosure meets Section 16 requirements and assists stakeholders in assessing insider activity timing and purpose.

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
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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).

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)
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)		863(2)	D	$4.89(3)	25,817	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 December 22, 2021.

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 Sarah K. Tam	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 Sarah K. Tam (RENT) sell and why?

The filing reports sale of 863 shares of Class A common stock on 09/16/2025 solely to cover taxes related to the vesting of restricted stock units.

At what price were the RENT shares sold?

The weighted average price was $4.89 per share; individual sales on the date ranged from $4.80 to $5.04.

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

Following the reported transaction, the reporting person beneficially owned 25,817 shares of Class A common stock.

Was the sale discretionary or pre-authorized?

The sale was executed pursuant to a standing Rule 10b5-1 instruction dated December 22, 2021, indicating it was pre-authorized to cover tax withholding.

Who signed the Form 4 for Sarah K. Tam and when?

The Form 4 was signed by /s/ Cara Schembri as Attorney-in-fact for Sarah K. Tam on 09/17/2025.