Fonseca Dhiren R. 4

What Happened
Dhiren R. Fonseca, Executive Chair and a director of Rent the Runway (RENT), was granted 802,395 restricted stock units (RSUs) on February 27, 2026. The grant is reported as a derivative award (code A) with an acquisition price of $0.00, so the recorded value of the grant in this Form 4 is $0. These RSUs represent the contingent right to receive one share of the company’s Class A common stock upon vesting.

Key Details

• Transaction date: 2026-02-27; Form filed: 2026-03-03 (timely — within the SEC’s 2 business-day reporting window).
• Grant: 802,395 RSUs, $0.00 per share (derivative award, code A).
• Shares owned after transaction: not disclosed in this filing.
• Footnote: The RSUs were granted outside the company’s 2021 Incentive Award Plan as an inducement under Nasdaq Listing Rule 5635(c)(4). Vesting: 25% on October 28, 2026, with the remaining 75% vesting in quarterly installments of 6.25% thereafter.
• No 10b5-1 plan, tax withholding, or sale mentioned in this filing.

Context
RSU grants are compensation awards that convert into actual shares only as they vest; they are not open-market purchases or immediate sales. Because this is a non-cash, inducement grant (outside the standard plan) the award is intended as part of employment/retention compensation rather than a direct market signal.