SEC Form 4 · accession 0001468327-26-000055
Rent the Runway, Inc. · RENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dhiren R. Fonseca
Director
Period of report
Jul 23, 2026
Accepted (ET)
Jul 27, 2026 · 7:00 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001468327
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jul 23, 2026 | C | 134,648 | $0.00 | A | 134,648 | D | |
| Class A Common StockF3,F4 | Jul 24, 2026 | S | 34,516 | $2.9905 | D | 100,132 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5 | — | Jul 23, 2026 | C | 134,648 | A | — | — | Class A Common Stock | 134,648 | 134,648 | D |
Explanation of responses
- F1Represents the conversion of restricted stock units to Class A Common Stock of the Issuer upon vesting and settlement of the restricted stock units.
- F2Shares were sold solely to cover taxes upon the vesting and settlement of restricted stock units pursuant to a standing Rule 10b5-1 instruction dated April 24, 2026.
- F3Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon the vesting and settlement of restricted stock units for certain employees of the Issuer.
- F4The 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 $2.92 to $3.06, 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.
- F5Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A Common Stock. The restricted stock units were granted outside of the Issuer's Second Amended and Restated 2021 Incentive Award Plan, as amended, in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the reporting person to commence employment with the Issuer.