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

Rhea-AI Filing Summary

Royal Gold, Inc. (Nasdaq: RGLD) has entered into two binding arrangement agreements dated 6 July 2025:

• Sandstorm Agreement – International Royalty Corporation (Royal Gold’s wholly owned subsidiary) will acquire 100% of Sandstorm Gold Ltd. in an all-stock exchange. Each Sandstorm share will be exchanged for 0.0625 Royal Gold common share. Outstanding Sandstorm options and share-based awards will convert on the same ratio. Completion requires (i) ≥66 ⅔ % Sandstorm shareholder approval (plus minority approval), (ii) a simple majority of Royal Gold shareholders to approve the new share issuance, (iii) court approval in British Columbia and (iv) key regulatory clearances. Either party may terminate under customary conditions; termination fees are $200 million (Royal Gold) or $130 million (Sandstorm).
• Horizon Agreement – Royal Gold will acquire Horizon Copper Corp. for C$2.00 cash per share; options/warrants will be cash-settled for any in-the-money value. Completion requires ≥66 ⅔ % Horizon shareholder and warrant-holder approval and similar court and regulatory clearances. Termination fees are $15 million (Royal Gold) or $10 million (Horizon).

Support and voting agreements are already signed covering ~1 % of Sandstorm shares (RGLD insiders) and ~54 % of Horizon shares (Horizon insiders and Sandstorm). Royal Gold insiders (holding <1 % of RGLD) have agreed to vote in favour of the Sandstorm deal.

Key closing conditions include absence of material adverse effects, Nasdaq listing of new RGLD shares, dissent rights capped at 5 % (Sandstorm) and 10 % (Horizon), plus receipt of Canadian Competition Act, Investment Canada Act and South African approvals. Outside date is 6 January 2026, extendable to 6 April 2026 if regulatory reviews are still pending.

The Sandstorm share consideration will be issued under the U.S. Securities Act §3(a)(10) exemption following a fairness hearing. Both transactions trigger proxy materials: a Royal Gold proxy statement (SEC), a Sandstorm circular (SEDAR+) and a Horizon circular (SEDAR+).

Positive

• Definitive agreements signed to acquire Sandstorm Gold and Horizon Copper, materially expanding Royal Gold’s royalty and streaming portfolio.
• All-stock consideration for Sandstorm preserves Royal Gold’s cash while securing growth assets.
• Support & voting agreements already cover ~54 % of Horizon shares and insiders at each company, increasing deal certainty.

Negative

• High execution risk: transactions require multiple shareholder, court and regulatory approvals, any of which could delay or block closing.
• Large reverse break-fee: Royal Gold would owe up to $200 million if the Sandstorm deal terminates under certain circumstances.
• Cash outflow: the Horizon acquisition is all-cash (C$2.00 per share), committing liquidity and potentially impacting leverage.

Insights

Financial Analyst

TL;DR Dual acquisitions materially enlarge RGLD’s royalty portfolio but add share dilution, cash outflow and sizeable break-fees.

Strategic fit: Bringing Sandstorm’s and Horizon’s royalty/stream assets under the Royal Gold umbrella deepens sector diversification and scale. Consideration structure balances cash preservation (stock for Sandstorm) with direct cash deployment (C$2.00 per Horizon share).
Shareholder votes: Only a simple majority of RGLD shares is needed, lowering hurdle. Sandstorm’s 66 ⅔ % approval remains material but 1 % locked-up support plus customary board backing help.
Dilution & leverage: New RGLD shares will be issued (exact share count depends on Sandstorm outstanding stock) – investors must weigh EPS impact once figures emerge. Horizon’s cash leg could temporarily raise debt utilisation of RGLD’s revolver.
Risk factors: Multiple regulatory approvals, high break-fees ($200 m for RGLD on Sandstorm deal), and potential MAE clauses introduce execution risk. Support agreements covering 54 % of Horizon but only ~1 % of Sandstorm leave substantial votes outstanding.
Overall view: Positive strategic rationale with manageable but non-trivial execution and financing risks.

M&A Specialist

TL;DR Well-structured deals with cross-conditions; termination fees incentivise closing but heighten downside for RGLD.

The Sandstorm and Horizon agreements run in parallel and are inter-conditional (each must close unless waived by Royal Gold). This design secures the full asset package but also synchronises risk. Court-approved plans of arrangement allow Section 3(a)(10) U.S. registration relief, reducing issuance cost. The $200 m RGLD reverse break-fee is large relative to typical North-American mining deals and signals confidence yet represents a meaningful financial exposure. Voting lock-ups, dissent caps and outside-date extensions are mainstream protections. Overall transaction complexity is high but documentation is thorough and largely market-standard.

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^*

Roth Michael

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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	07/08/2025		A		1,685(1)	A	$0	12,670	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. Reflects restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. This award was granted as the Reporting Person's annual equity award pursuant to the Issuer's Non-Employee Director Compensation Program. The RSUs will vest on the earlier of 1) the one year anniversary of the grant date or 2) the date of the Issuer's next Annual Meeting of Stockholders, subject to the Reporting Person's continuous service as a member of the Board of Directors on such date.

Remarks:

	/s/ Cara Schembri as Attorney-in-fact for Michael Roth	07/10/2025
	** 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 will Sandstorm Gold shareholders receive in the Royal Gold (RGLD) deal?

Each Sandstorm share will be exchanged for 0.0625 Royal Gold common share under the plan of arrangement.

How much will Horizon Copper shareholders receive?

Horizon shareholders will be paid C$2.00 in cash per share upon closing.

What approvals are required for the Sandstorm acquisition?

Closing needs (1) ≥66 ⅔ % Sandstorm shareholder approval, (2) majority RGLD shareholder approval for new shares, (3) B.C. court approval and (4) key regulatory clearances.

Are there termination fees in these agreements?

Yes. Sandstorm deal: $200 m payable by Royal Gold or $130 m by Sandstorm. Horizon deal: $15 m by Royal Gold or $10 m by Horizon.

When is the expected closing date for the transactions?

The agreements set an outside date of 6 January 2026, extendable to 6 April 2026 if regulatory reviews are pending.

What percentage of Horizon shares are already locked-up in support agreements?

Approximately 54 % of Horizon Copper shares are subject to support and voting agreements favouring the transaction.