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

Rhea-AI Filing Summary

Form 4 snapshot – Rent the Runway, Inc. (RENT)

On 06/20/2025 the company reported that Chief Merchant Officer Sarah K. Tam disposed of 895 Class A shares on 06/17/2025 at a weighted-average price of $4.77 (range $4.30-$5.12). The shares were sold automatically to satisfy tax withholding obligations related to the vesting of restricted stock units under a standing Rule 10b5-1 plan dated 12/22/2021. No derivative security activity was disclosed.

After the transaction, Tam’s direct holding stands at 27,011 shares, a decline of roughly 3.3% from her prior 27,906-share position and an immaterial fraction of the company’s total outstanding shares. Because the sale was pre-arranged and tax-related, it is generally viewed as administrative rather than strategic, with limited read-through for investors regarding the executive’s outlook on RENT’s valuation.

Insights

Securities Analyst

TL;DR: Small, pre-planned tax sale; negligible impact on valuation.

The 895-share disposal equals about USD 4,270 in gross proceeds—insignificant versus RENT’s market capitalization. It was executed under a Rule 10b5-1 plan and strictly for tax withholding, so it does not signal bearish sentiment. Insider’s remaining stake of 27,011 shares maintains meaningful alignment with shareholders. No options were exercised, and no new equity was granted, so dilution risk is unchanged. Overall, I view the filing as routine and neutral for investment thesis.

Corporate Governance Expert

TL;DR: Governance-compliant, automatic transaction; neutral signal.

The filing demonstrates adherence to best-practice governance: (1) transaction conducted under a pre-established Rule 10b5-1 plan, (2) clear footnotes explaining purpose, and (3) timely submission. Such transparency reduces litigation and perception risk. Given the de-minimis size and tax-related nature, there is no material red flag for investors or proxy advisers.

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).

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)
06/17/2025

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	06/17/2025		S(1)		895(2)	D	$4.77(3)	27,011	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 $4.30 to $5.12, 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	06/20/2025
	** 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

How many Rent the Runway (RENT) shares did insider Sarah K. Tam sell?

She sold 895 Class A shares on 06/17/2025.

What was the weighted-average sale price for the shares?

The weighted-average price was $4.77, with trades between $4.30 and $5.12.

Why were the shares sold by the RENT executive?

They were sold solely to cover taxes due upon RSU vesting under a Rule 10b5-1 plan.

How many RENT shares does Sarah K. Tam hold after the transaction?

She now directly owns 27,011 Class A shares.

Was the transaction part of a Rule 10b5-1 trading plan?

Yes, the filing states it was executed under a standing Rule 10b5-1 instruction dated 12/22/2021.