Rent the Runway CEO Disposes 6,128 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Jennifer Y. Hyman, Chair, CEO & President of Rent the Runway, Inc. (RENT), reported a sale of 6,128 shares of Class A common stock on 09/16/2025 to cover taxes upon the vesting of restricted stock units under a standing Rule 10b5-1 plan. The filing states a weighted average sale price of $4.89 per share (sales ranged from $4.80 to $5.04) and shows the reporting person beneficially owns 104,091 shares after the transaction. The Form 4 was executed by an attorney-in-fact on 09/17/2025. The filing is a routine insider tax-withholding sale and discloses that the sold shares represent the reporting person's pro rata portion of shares sold for several employees.

Insights

Financial Analyst

TL;DR: Routine insider sale to satisfy tax withholding; small reduction in holdings, no earnings or operational implications disclosed.

The Form 4 documents a non-derivative disposition of 6,128 Class A shares by the company's CEO under a pre-existing Rule 10b5-1 plan to cover taxes on vested restricted stock units. The weighted average price of $4.89 and the post-transaction beneficial ownership of 104,091 shares are disclosed. This transaction is procedural and tied to compensation vesting rather than a discretionary open-market sell-off, so it carries limited informational content about company performance. No material change to control or significant decrease in ownership stake is evident from the data provided.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure; use of Rule 10b5-1 and attorney-in-fact signature indicates governance controls in place.

The filing explicitly states the sale was made solely to cover tax obligations upon RSU vesting and executed pursuant to a standing 10b5-1 instruction dated December 22, 2021. The disclosure of price range and offer to provide granular sale-price details on request reflect transparency. The attorney-in-fact signature on 09/17/2025 is a standard administrative step. From a governance perspective, this is a routine compliance disclosure without signs of insider trading policy breaches or irregular timing disclosed in the Form 4 itself.

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

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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^*

Hyman Jennifer

(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
X	Officer (give title below)		Other (specify below)
	Chair, CEO & President

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)		6,128(2)	D	$4.89(3)	104,091	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 as Attorney in- fact for Jennifer Y. Hyman	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.
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FAQ

What did Jennifer Hyman report on the RENT Form 4?

She reported the sale of 6,128 Class A shares on 09/16/2025 to cover taxes related to vested restricted stock units under a Rule 10b5-1 plan.

At what price were the RENT shares sold by the reporting person?

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

How many RENT shares does Jennifer Hyman beneficially own after the transaction?

104,091 shares of Class A common stock are reported as beneficially owned following the sale.

Why were the shares sold according to the Form 4?

The shares were sold solely to cover taxes upon the vesting of restricted stock units, and the sale was executed under a standing Rule 10b5-1 instruction.

Who signed the Form 4 and when?

The Form 4 was signed by an attorney-in-fact, Cara Schembri, on 09/17/2025 on behalf of Jennifer Y. Hyman.