What agreement governed the RENT share conversion?

A Conversion Notice and Proxy dated August 20, 2025, connected to an Exchange Agreement of the same date.

Rent the Runway director converts 31,314 Class B to Class A

Q: What did RENT’s Jennifer Fleiss report on Form 4?

A conversion on 10/28/2025 of 31,314 Class B shares into 31,314 Class A shares.

Q: How many Rent the Runway (RENT) shares does Jennifer Fleiss own after the transaction?

She beneficially owned 36,896 shares of Class A common stock, held directly.

Q: What was the conversion ratio from Class B to Class A for RENT?

The filing states a one-for-one conversion of each Class B share into one Class A share.

Q: Was this a sale of RENT shares?

No. It was a conversion of Class B into Class A shares, as indicated by code C.

Rent the Runway (RENT) director Jennifer Fleiss reported a conversion on 10/28/2025: 31,314 shares of Class B common stock were converted into 31,314 shares of Class A common stock pursuant to a Conversion Notice and Proxy dated August 20, 2025.

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Rhea-AI Filing Summary

Rent the Runway (RENT) director Jennifer Fleiss reported a conversion on 10/28/2025: 31,314 shares of Class B common stock were converted into 31,314 shares of Class A common stock pursuant to a Conversion Notice and Proxy dated August 20, 2025.

Following the transaction, she beneficially owned 36,896 shares of Class A common stock, held directly. The Form 4 lists transaction code C (conversion) with a $0 price for the derivative entry, reflecting a one-for-one exchange.

Insider Trade Summary

31,314 shares exercised/converted

Exercise 2 txns

Insider Fleiss Jennifer

Role Director

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	31,314	$0.00	$0.00
Conversion	Class A Common Stock	31,314	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 0 contracts (Direct); Class A Common Stock — 36,896 shares (Direct)

Footnotes (1)

F1. Pursuant to the Conversion Notice and Proxy, dated August 20, 2025, by and between Rent the Runway, Inc. and the Reporting Person, which was entered into in connection with the transactions contemplated by the Exchange Agreement, dated August 20, 2025, by and between Rent the Runway, Inc. and CHS US Investments LLC, each share of Class B common stock held by the Reporting Person was converted into one share of Class A common stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RENT’s Jennifer Fleiss report on Form 4?

A conversion on 10/28/2025 of 31,314 Class B shares into 31,314 Class A shares.

How many Rent the Runway (RENT) shares does Jennifer Fleiss own after the transaction?

She beneficially owned 36,896 shares of Class A common stock, held directly.

What was the transaction code and price on the RENT Form 4?

Transaction code C (conversion) with a listed derivative price of $0.

What was the conversion ratio from Class B to Class A for RENT?

The filing states a one-for-one conversion of each Class B share into one Class A share.

Was this a sale of RENT shares?

No. It was a conversion of Class B into Class A shares, as indicated by code C.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/30/2025 - 04:50 PM

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^*

Fleiss Jennifer

(Last)

(First)

(Middle)

C/O RENT THE RUNWAY, INC.

10 JAY STREET

(Street)

BROOKLYN

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)
10/28/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/28/2025		C		31,314	A	⁽¹⁾	36,896	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	10/28/2025		C			31,314	⁽¹⁾	⁽¹⁾	Class A Common Stock	31,314	$0	0	D

Explanation of Responses:

1. Pursuant to the Conversion Notice and Proxy, dated August 20, 2025, by and between Rent the Runway, Inc. and the Reporting Person, which was entered into in connection with the transactions contemplated by the Exchange Agreement, dated August 20, 2025, by and between Rent the Runway, Inc. and CHS US Investments LLC, each share of Class B common stock held by the Reporting Person was converted into one share of Class A common stock.

Remarks:

	/s/ Cara Schembri as Attorney-in-fact for Jennifer Fleiss	10/30/2025
	** 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.

Source: View Original Filing on SEC EDGAR