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

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is marketing unlisted, unsecured Digital Equity Notes due August 9, 2027 linked to the S&P 500® Index. The notes offer a single, capped payoff and no periodic interest.

• Upside: If the final S&P 500® level on the August 5 2027 determination date is ≥ 90 % of the initial level, holders receive a fixed Threshold Settlement Amount expected between $1,139.20 and $1,163.70 for every $1,000 of principal—a total return of roughly 13.92 %-16.37 % over the 2-year, 11-month term.
• Downside: If the index falls more than the 10 % buffer, repayment equals $1,000 plus 1.1111 × (index return + 10 %). Each additional 1 % decline beyond the buffer erodes principal by about 1.111 %, exposing investors to up to 100 % loss.
• Key terms: principal $1,000 per note; trade date on/around Jul 15 2025; settlement Jul 22 2025; no interest; no early redemption; not exchange-listed; CUSIP 48136FC42.
• Pricing: Original issue price 100 %; estimated value $959.60-$969.60 (includes internal funding spread and selling costs); underwriting commission up to 1.52 % paid to JPMS and an unaffiliated dealer.
• Credit: Payment depends on the unsecured obligations of JPMorgan Financial and the unconditional guarantee of JPMorgan Chase & Co.
• Liquidity: The notes are not listed; secondary market making by JPMS is discretionary and could reflect significant bid-ask spreads, especially after the initial pricing period.
• Tax: Treated as open transactions (prepaid forward contracts) under current Davis Polk opinion; IRS may challenge; Section 871(m) expected not to apply.

Investor profile: Suits investors seeking modest, fixed upside in exchange for accepting downside risk beyond a 10 % buffer, and who are comfortable with JPMorgan credit exposure and limited liquidity.

Positive

• Defined upside: Investors earn a fixed 13.92-16.37 % return if the S&P 500® ends ≥ 90 % of initial level.
• 10 % downside buffer protects against moderate market declines before losses accelerate.
• Investment-grade guarantor: Obligations are guaranteed by JPMorgan Chase & Co., rated A/A-/Aa2 (not stated in document but guarantee status is).

Negative

• Limited upside: Gains are capped; any index rally above ~14-16 % yields no additional benefit.
• Leveraged downside: Losses accrue at 1.111 × once buffer is breached, exposing capital to rapid erosion.
• Liquidity risk: Notes are unlisted; secondary trading depends solely on JPMS discretion with potentially wide spreads.
• Pricing discount: Estimated value $959.60-$969.60 is below the $1,000 issue price, embedding ~3-4 % fees and hedging costs.
• Tax uncertainty: Open-transaction treatment may be challenged; future IRS guidance could retroactively alter taxation.

Insights

Structured Products Analyst

TL;DR: Capped-return note: 13-16 % max gain, 10 % buffer, full downside thereafter; reliant on JPM credit and thin liquidity.

The structure delivers a predefined, moderate return if the S&P 500® does not breach a 10 % decline. At issuance the embedded option value plus funding spread yields an estimated value roughly 3-4 % below par, typical for retail-focused structured notes. The cap is attractive versus current short-dated risk-free rates but sacrifices any equity upside above ~6 % CAGR.
Credit exposure to JPMorgan is investment-grade, yet not immaterial; widening spreads could pressure note valuations before maturity. Because JPMS is sole market-maker, exit prices will reflect internal models and may sit well below theoretical fair value, particularly during volatility spikes.

Risk Analyst

TL;DR: Downside leverage of 1.11× after 10 % buffer poses material capital loss risk; no interest, illiquid, tax uncertainty.

Investors face a non-linear payoff: beyond the 10 % buffer every additional index drop erodes principal faster than a direct equity position, culminating in total loss at a -100 % scenario. With no coupons, negative carry can accumulate versus cash alternatives. The product embeds several risk layers—issuer credit, market, liquidity and tax—without compensation for equity dividend yield. Scenario analysis indicates break-even at roughly a 3.9 % annualized index gain, below which investors underperform a Treasury ladder.

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^*

BIXBY TIMOTHY E

(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	10,169(2)	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.

2. The Reporting Person's direct holdings have been adjusted by one share to correct a previous clerical error.

Remarks:

	/s/ Cara Schembri as Attorney-in-fact for Timothy Bixby	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 is the maximum return on the JPMorgan Digital Equity Notes?

If the S&P 500® closes at or above 90 % of its initial level, holders receive the Threshold Settlement Amount of $1,139.20-$1,163.70 per $1,000 note.

How much principal protection do the notes provide?

There is a 10 % buffer; beyond that, principal declines about 1.111 % for every additional 1 % drop in the index, up to total loss.

When do the Digital Equity Notes mature?

The notes mature on August 9 2027, with the index level observed on August 5 2027 to determine payoff.

Will the notes pay any interest or dividends?

No. The notes do not bear interest and offer no dividend entitlement or voting rights.

Can investors sell the notes before maturity?

JPMS may provide secondary market bids, but trading is not guaranteed and prices may be well below par, especially in volatile markets.

What is the estimated value versus issue price?

The estimated value is $959.60-$969.60 per $1,000 note, reflecting internal funding spread, commissions and hedging costs.