Rent the Runway Form 4: Small tax sale by CEO under 10b5-1

Rhea-AI Filing Summary

Rent the Runway (RENT) Form 4 highlights: Chair/CEO Jennifer Hyman reported routine equity transactions tied to RSU vesting and tax withholding. On 08/01/2025, 159 RSUs vested, delivering the same number of Class B shares, which were immediately converted to Class A. On 08/04/2025, another 94 Class B shares were converted.

• Shares sold: 4,544 Class A (94 + 4,450) at a VWAP of about $4.52, solely to cover withholding taxes under a standing 10b5-1 plan.
• Remaining direct Class A ownership: 110,219 shares.
• Derivative holdings: 58,000 Class B shares (post-conversion) plus 6,155 Class B shares held indirectly by spouse.

Sales represent roughly 4% of Hyman’s direct Class A stake and do not reflect discretionary open-market selling. No earnings or strategic information was disclosed.

Positive

• None.

Negative

• Insider selling: CEO disposed of 4,544 Class A shares (≈4% of her direct holdings), which could be viewed as minor selling pressure despite tax-driven context.

Insights

Securities Analyst

TL;DR – Tax-related insider sale, immaterial to valuation.

The 4,544-share disposition (≈$20.5k) is de-minimis relative to RENT’s float and Hyman’s remaining 110k share stake. Transactions were executed under a pre-arranged 10b5-1 plan and tied to RSU vesting, signaling administrative rather than sentiment-driven selling. I view the filing as neutral for the stock and do not adjust forecasts or target price.

Corporate Governance Expert

TL;DR – Governance compliant; no red flags detected.

The filing shows proper Section 16 reporting and adherence to Rule 10b5-1. Conversions and sales were for tax withholding, and footnotes give full price-range transparency. Insider retains a sizable equity interest, aligning incentives with shareholders. Impact on governance risk profile: negligible.

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).

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^*

Hyman Jennifer

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/04/2025		C(1)		94	A	$0(2)	114,763	D
Class A Common Stock	08/04/2025		S(3)		94	D	$4.58	114,669	D
Class A Common Stock	08/04/2025		S(3)		4,450(4)	D	$4.51(5)	110,219	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
Restricted Stock Units	(6)	08/01/2025		M			159	(6)	(6)	Class B Common Stock	159	$0	159	D
Class B Common Stock	(2)	08/01/2025		M		159		(2)	(2)	Class A Common Stock	159	$0	58,000	D
Class B Common Stock	(2)	08/04/2025		C(1)			94	(2)	(2)	Class A Common Stock	94	$0	57,906	D
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	6,155		6,155	I	Held by spouse

Explanation of Responses:

1. Shares of Class B common stock were converted to Class A common stock and 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. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class B common stock will automatically convert into one share of Class A common stock upon certain sales or transfers. The Class B common stock does not expire, but will convert automatically to Class A common stock as provided in the Issuer's Twelfth Amended and Restated Certificate of Incorporation.

3. 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.

4. 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.

5. 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 $4.46 to $4.64, inclusive. The amount reflected has been rounded to four decimal points. 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

6. Each restricted stock unit ("RSUs") represents the contingent right to receive one share of the Issuer's Class B common stock. The RSUs vest in one remaining substantially equal quarterly installment.

Remarks:

	/s/ Cara Schembri as Attorney in- fact for Jennifer Y. Hyman	08/04/2025
	** 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 shares did CEO Jennifer Hyman sell?

She sold 4,544 Class A shares on 08/04/2025 to cover taxes.

What price were the shares sold at?

The weighted average sale price was about $4.52, with trades ranging from $4.46 to $4.64.

How many shares does the CEO still own after the sale?

Hyman now directly holds 110,219 Class A shares and 58,000 Class B derivative shares.

Were the sales part of a 10b5-1 trading plan?

Yes. All conversions and sales were executed under a standing Rule 10b5-1 instruction dated 12/22/2021.

Why were the shares sold?

Proceeds were used solely to satisfy tax withholding on recently vested RSUs.