Rent the Runway insider sale: small tax-related share disposal

Rhea-AI Filing Summary

Rent the Runway (RENT) – Insider Form 4 filing

SVP Engineering Becky Case reported the sale of 758 Class A shares on 17 Jun 2025 at a weighted-average price of $4.77. The filing states the shares were automatically sold by the company’s broker solely to cover withholding taxes triggered by the vesting of restricted stock units, under a standing Rule 10b5-1 instruction dated 4 Jan 2022.

After the transaction, Case still directly owns 23,149 shares. No derivative securities, open-market purchases, or discretionary sales were reported. The transaction appears routine, tax-related and immaterial relative to the company’s share count, offering limited insight into insider sentiment or operational performance.

Insights

Financial Analyst

TL;DR: Small tax-withholding sale by SVP; routine Form 4, no strategic signal, neutral market impact.

The reported 758-share disposal represents a negligible fraction of Rent the Runway’s float and was executed to satisfy RSU tax obligations, a common administrative practice. The sale was pre-arranged under a Rule 10b5-1 plan, limiting discretionary timing and mitigating concerns about insider intent. With 23,149 shares still held, the executive’s ownership position remains largely unchanged. No new options, derivative positions, or additional insiders were disclosed. Given the modest dollar value and clearly disclosed purpose, the filing is unlikely to influence valuation, liquidity, or governance perceptions.

Insider Trade Summary

Net Seller: 758 shares ($3,616)

Net Sell 1 txn

Insider Case Becky

Role SVP, Engineering

Sold 758 shs ($4K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	758	$4.77	$4K

Holdings After Transaction: Class A Common Stock — 23,149 shares (Direct)

Footnotes (1)

1. Shares were sold solely to cover taxes upon the vesting of restricted stock units pursuant to a standing Rule 10b5-1 instruction dated January 4, 2022. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Case Becky

(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)
	SVP, Engineering

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)		758(2)	D	$4.77(3)	23,149	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 January 4, 2022.

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 Becky Case	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 shares did SVP Becky Case sell on 17 June 2025?

She sold 758 Class A common shares.

What was the weighted-average price of the shares sold?

The weighted-average sale price was $4.77 per share.

Why were the shares sold according to the Form 4 filing?

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

How many RENT shares does Becky Case still own after the sale?

She continues to hold 23,149 shares directly.

Was the transaction executed under a Rule 10b5-1 trading plan?

Yes, the filing specifies a pre-arranged Rule 10b5-1 instruction dated 4 Jan 2022.