Form 4: RENT director exercises rights, now holds 25,839 shares

Rhea-AI Filing Summary

Rent the Runway (RENT) reported an insider transaction. Director Michael Roth acquired 13,169 shares of Class A common stock at $4.08 per share on 10/21/2025 by exercising subscription rights, including an oversubscription privilege, in the company’s rights offering described in a prospectus dated September 30, 2025.

Following the transaction, Roth directly beneficially owns 25,839 shares of Class A common stock. The derivative table shows the exercise of subscription rights that covered shares at the same subscription price and window.

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

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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).

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^*

Roth Michael

(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)
10/21/2025

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	10/21/2025		X		13,169(1)	A	$4.08(2)	25,839	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
Subscription Rights (Right to Buy)(3)	$4.08	10/21/2025		X			17,636	10/07/2025	10/21/2025	Class A Common Stock	13,169	$0	0	D

Explanation of Responses:

1. Represents shares of the Issuer's Class A common stock, par value $0.001 (''Class A Common Stock''), acquired by the reporting person following the exercise of the reporting person's subscription rights (including their oversubscription privilege) in connection with the Issuer's rights offering (''Rights Offering'') to holders of Class A Common Stock and Class B common stock, par value $0.001, as described in the Issuer's prospectus, dated September 30, 2025, filed by the Issuer with the U.S. Securities and Exchange Commission.

2. Each subscription right entitled the reporting person to purchase 0.7467 shares of Class A Common Stock at a subscription price of $4.08 per whole share of Class A Common Stock.

3. Represents the reporting person's exercise of subscription rights pursuant to the Rights Offering.

Remarks:

	/s/ Cara Schembri as Attorney-in-fact for Michael Roth	10/24/2025
	** 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 insider transaction did RENT disclose?

Director Michael Roth acquired 13,169 Class A shares at $4.08 on 10/21/2025 via the company’s rights offering.

What is Michael Roth’s total direct ownership after the transaction (RENT)?

He directly beneficially owns 25,839 Class A shares after the reported transaction.

How were the RENT shares acquired by the director?

Through the exercise of subscription rights (including oversubscription privilege) in the company’s rights offering.

What was the price paid per RENT share in this Form 4?

The subscription price was $4.08 per share of Class A common stock.

What dates are tied to the RENT rights exercise?

The transaction date was 10/21/2025; the derivative table lists the rights exercisable window from 10/07/2025 to 10/21/2025.

Does the Form 4 indicate the use of a Rule 10b5-1 plan for RENT?

The form includes the 10b5-1 checkbox language, but the excerpt does not indicate it was checked.