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

Rhea-AI Filing Summary

Royal Gold, Inc. (Nasdaq: RGLD) has signed two definitive arrangement agreements dated July 6, 2025:

• Sandstorm Agreement: all-stock acquisition of Sandstorm Gold Ltd. Through wholly owned subsidiary International Royalty Corporation (IRC), Royal Gold will exchange 0.0625 Royal Gold common shares for each Sandstorm common share. All Sandstorm equity awards will convert into equivalent Royal Gold awards or cash as specified. Break-up fees are US$200 million (payable by Royal Gold) or US$130 million (payable by Sandstorm) in certain circumstances.
• Horizon Agreement: all-cash acquisition of Horizon Copper Corp. IRC will pay C$2.00 per Horizon share. Outstanding options, warrants and restricted share rights will be cashed out based on the same consideration. Break-up fees are US$15 million (Royal Gold) or US$10 million (Horizon).

Key closing conditions for both deals include multiple super-majority security-holder approvals, Supreme Court of British Columbia approval, listing of newly issued Royal Gold shares on Nasdaq, no material adverse effect, and receipt of all required regulatory clearances. Either deal may be extended to April 6, 2026 if regulatory approvals are outstanding.

Royal Gold will seek shareholder approval to issue new common stock for the Sandstorm transaction; the shares will be issued under Securities Act §3(a)(10). Support and voting agreements have been secured: approximately 1 % of Sandstorm shares and ~54 % of Horizon shares are already committed to vote in favour. Royal Gold directors owning <1 % of RGLD stock have likewise agreed to support the Sandstorm deal.

The company warns that completion is uncertain and lists extensive termination rights for each agreement. Forward-looking statements highlight risks such as failure to obtain approvals, regulatory delays, and potential adverse market reactions. No financial earnings data or quantified synergy estimates are provided.

Positive

• Support & voting agreements already secure ~54 % of Horizon shares and ~1 % of Sandstorm shares, increasing deal certainty.
• Reciprocal break-up fees (up to US$200 million for Sandstorm, US$15 million for Horizon) incentivise completion and protect Royal Gold from counterparty withdrawal.
• Section 3(a)(10) exemption avoids separate SEC registration for new RGLD shares, potentially expediting the closing process.

Negative

• Multiple high thresholds (66 ⅔ % shareholder approvals and court sanction) create execution risk for both acquisitions.
• Significant termination liability for Royal Gold (up to US$215 million across both deals) if it fails to close under specified scenarios.
• Share issuance required for the Sandstorm deal will increase RGLD share count, potentially diluting existing holders.

Insights

M&A Specialist

TL;DR: Dual acquisitions add scale but hinge on multiple approvals and sizeable break-up fees.

The back-to-back agreements give Royal Gold immediate exposure to Sandstorm’s and Horizon’s royalty/streaming portfolios. Structurally, the transactions are well protected: super-majority votes, court approval and reciprocal break-fees mitigate closing risk. Support agreements covering ~54 % of Horizon shares materially raise execution certainty for the cash leg. However, Royal Gold assumes potential liability of up to US$215 million if it walks away from both deals, and the required share issuance for Sandstorm introduces dilution and market-price risk until closing. Overall impact judged positive but not transformative pending final vote and regulatory outcomes.

Securities Analyst

TL;DR: Transactions are strategically attractive; approval and dilution risks remain.

Investors gain headline clarity on consideration: 0.0625 RGLD share per Sandstorm share and C$2.00 cash per Horizon share. The §3(a)(10) exemption streamlines issuance, and Nasdaq listing of new shares is already a condition precedent. Termination fees balance incentives and protect both sides. Yet, both plans demand 66 ⅔ % security-holder support and favourable court rulings. The enlarged float post-issuance could pressure near-term share price, and cash required for Horizon is undisclosed, leaving liquidity impact open. With support agreements in place and staggered conditions linking each deal, probability of completion appears high, but the market will discount until approvals are secured.

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^*

ROSENSWEIG DANIEL

(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	4,956	D
Class A Common Stock								161	I	Held by The Rosensweig 2012 Irrevocable Children's Trust

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/ Daniel Rosensweig	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 did Royal Gold (RGLD) announce in the July 10 2025 Form 8-K?

Royal Gold signed definitive agreements to acquire Sandstorm Gold in an all-stock deal and Horizon Copper in an all-cash deal.

What is the Sandstorm Gold exchange ratio?

Each Sandstorm share will be exchanged for 0.0625 Royal Gold common shares.

How much will Horizon Copper shareholders receive?

Horizon shareholders will receive C$2.00 in cash per share.

Are the transactions subject to shareholder approval?

Yes. Both deals require 66 ⅔ % security-holder approval and additional majority thresholds.

What are the break-up fees associated with the deals?

Sandstorm deal: US$200 million (Royal Gold) or US$130 million (Sandstorm). Horizon deal: US$15 million (Royal Gold) or US$10 million (Horizon).

Will Royal Gold issue new shares?

Yes. New shares will be issued to Sandstorm shareholders under Securities Act §3(a)(10) upon closing.