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

Rhea-AI Filing Summary

Andrew Rau, Chief Supply Chain Officer at Rent the Runway (RENT), reported a sale of 775 Class A shares on 09/16/2025 executed under a standing Rule 10b5-1 plan to cover taxes on vested restricted stock units. The weighted average price for the shares sold was $4.89, with individual sale prices ranging from $4.80 to $5.04. After the transaction, the reporting person beneficially owned 21,134 Class A shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction executed under a standing Rule 10b5-1 plan, indicating pre-arranged, compliant execution
• Disclosure includes weighted average price and price range, providing transparency about the sale
• Sale was solely to cover taxes on vested RSUs, a routine, non-speculative reason

Negative

• Reporting person's holdings decreased by 775 shares, leaving 21,134 shares beneficially owned

Insights

Financial Analyst

TL;DR: Routine tax-cover sale of vested RSUs under a 10b5-1 plan; small absolute size relative to typical insider positions.

The sale of 775 shares at a weighted average of $4.89 appears to be a standard transaction to satisfy tax withholding on vested restricted stock units, as explicitly stated in the filing. The use of a standing Rule 10b5-1 instruction indicates pre-arranged execution, reducing concerns about opportunistic timing. Remaining beneficial ownership of 21,134 shares is disclosed, allowing assessment of the insider's continuing stake. No derivative transactions or additional sales are reported.

Corporate Governance Expert

TL;DR: Governance processes followed: 10b5-1 plan used and attorney-in-fact signature documented.

The filing documents compliance with internal and regulatory protocols: the sale was effected to cover tax liabilities upon RSU vesting and executed via a standing 10b5-1 plan dated June 9, 2023. The footnote provides transparency on weighted average pricing and price range, and the signature by an attorney-in-fact is included. These elements support proper disclosure and procedural adherence; no governance red flags are presented in the text.

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

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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^*

Rau Andrew

(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 Supply Chain 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)		775(2)	D	$4.89(3)	21,134	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 Andrew Rau	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.
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FAQ

What did Rent the Runway insider Andrew Rau sell according to Form 4?

The filing reports a sale of 775 Class A shares executed on 09/16/2025.

Why were the shares sold by Andrew Rau (RENT)?

The shares were sold solely to cover taxes upon the vesting of restricted stock units, per the filing.

At what price were Andrew Rau's shares sold?

The weighted average price was $4.89, with sales executed at prices ranging from $4.80 to $5.04.

Was the sale pre-planned or discretionary for Andrew Rau?

The sale was executed pursuant to a standing Rule 10b5-1 instruction dated June 9, 2023, indicating it was pre-planned.

How many shares does Andrew Rau beneficially own after the transaction?

After the reported sale, the filing shows 21,134 Class A shares beneficially owned.