Insider Sale: RENT's Cara Schembri Sells 797 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Cara Schembri, Chief Legal & Administrative Officer of Rent the Runway, Inc. (RENT), reported a routine sale of Class A common stock on 09/16/2025 to cover taxes on vested restricted stock units under a standing Rule 10b5-1 plan dated 12/22/2021. The filing shows 797 shares were sold at a weighted average price of $4.89, with sale prices ranging from $4.80 to $5.04. After the transaction, Schembri beneficially owned 24,085 shares directly. The Form 4 was signed on 09/17/2025. The filing states the 797 shares represent the reporting person's pro rata portion of shares sold to cover taxes for certain employees.

Positive

• Executed under a standing Rule 10b5-1 plan, reducing risk of opportunistic insider trading concerns
• Full disclosure provided including weighted average price ($4.89) and price range ($4.80–$5.04)
• Post-transaction beneficial ownership retained: 24,085 shares directly owned

Negative

• None.

Insights

Securities Analyst

TL;DR Insider sold a small number of shares under a pre-existing tax-withholding plan; transaction appears routine and non-material.

The sale of 797 shares at a weighted average of $4.89 was executed pursuant to a standing Rule 10b5-1 instruction dated December 22, 2021, to cover taxes on vested RSUs. The filing discloses that the shares were part of multiple broker sales priced between $4.80 and $5.04 and that the reported amount is the reporting person's pro rata portion of a larger tax-withholding sale for multiple employees. Ending beneficial ownership of 24,085 shares remains disclosed as direct ownership. For investors, this is a common housekeeping sale rather than a signal of management disagreement with company prospects.

Corporate Governance Expert

TL;DR Transaction follows governance best practice using a pre-established 10b5-1 plan and is presented with required disclosure detail.

The Form 4 clearly states the 10b5-1 instruction date and provides a weighted average price and price range for the brokered sales, plus an undertaking to furnish per-price sale details on request. The reporting person certified the filing on September 17, 2025. Disclosure completeness and use of an established trading plan reduce regulatory and governance concerns; the transaction does not indicate an unexpected change in management holdings.

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).

1. Name and Address of Reporting Person^*

Schembri Cara

(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 Legal & Admin. 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)		797(2)	D	$4.89(3)	24,085	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 $4.80 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	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.
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 did Rent the Runway (RENT) insider Cara Schembri sell on 09/16/2025?

She sold 797 shares of Class A common stock to cover taxes on vested restricted stock units.

At what price were the shares sold in the Form 4 for RENT?

The filing reports a weighted average price of $4.89 with individual sale prices ranging from $4.80 to $5.04.

Why were the shares sold according to the Form 4 for RENT?

Shares were sold solely to cover taxes from RSU vesting pursuant to a Rule 10b5-1 instruction dated 12/22/2021.

How many RENT shares does Cara Schembri own after the transaction?

After the reported sale, she beneficially owned 24,085 shares of Class A common stock.

When was the Form 4 for this RENT transaction signed?

The Form 4 was signed by Cara Schembri on 09/17/2025.