[8-K] Warby Parker Inc. Reports Material Event

Rhea-AI Filing Summary

Warby Parker (NYSE: WRBY) filed a Form 8-K disclosing two material events.

• Q2 2025 earnings release: On 7 Aug 2025 the company will furnish a press release (Ex. 99.1) covering results for the quarter ended 30 Jun 2025. No financial figures are included in the filing; the release itself is only furnished, not filed, thereby limiting Exchange Act liability.
• CFO transition: Chief Financial Officer and principal accounting officer Steve Miller notified the board on 4 Aug 2025 of his resignation, effective 1 Oct 2025, to pursue an external opportunity. The company states the departure is not related to any disagreement over operations, policies, or practices.

Co-CEO Dave Gilboa will assume the roles of interim principal financial and accounting officer on the resignation date until a new CFO is appointed. Gilboa’s existing compensation will remain unchanged and the filing incorporates his previously disclosed biography and related-party information. No other material changes, financial statements, or pro forma data are included.

Positive

• Clear succession plan: Co-CEO Dave Gilboa named interim CFO effective 1 Oct 2025, limiting leadership vacuum.
• No disagreements cited: Filing explicitly states CFO exit is unrelated to operational or accounting issues.

Negative

• CFO resignation: Loss of key financial executive could disrupt forecasting and investor confidence.
• Combined CEO/CFO roles create governance and internal-control risk, even if temporary.

Insights

Sell-side Analyst

TL;DR: CFO exit introduces short-term execution risk, but interim coverage by co-CEO limits disruption; overall impact modest.

The unexpected departure of Steve Miller removes an experienced finance head just ahead of Q3 budgeting and year-end close. Although management stresses there is no strategic dispute, investors often read senior finance turnover as a yellow flag for forecasting visibility and internal controls. That said, naming co-CEO Dave Gilboa as interim CFO demonstrates bench depth and continuity; his long tenure and board familiarity should reassure lenders and auditors. Because the company simultaneously released Q2 results (details pending in Ex. 99.1) rather than pre-announcing a miss, I view the filing as operationally neutral with limited valuation impact unless the forthcoming earnings reveal surprises.

Corporate Governance Specialist

TL;DR: Governance risk rises; dual CEO-CFO role breaches best-practice segregation even on an interim basis.

While interim appointments are common, combining CEO and CFO functions concentrates decision-making and weakens financial oversight. Proxy-advisory firms typically flag such structures, especially when lasting beyond one quarter. The board should accelerate its CFO search and consider appointing an external controller as acting principal accounting officer to preserve SOX compliance. Absence of a pay premium for Gilboa is positive, but investors may expect disclosure of an expedited timeline and succession plan. Overall, the governance signal skews modestly negative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025

Warby Parker Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-40825 (Commission File Number) 80-0423634 (IRS Employer Identification No.)

233 Spring Street, 6th Floor East New York, New York (Address of Principal Executive Offices) 10013 (Zip Code)

(646) 847-7215

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

WRBY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02   Results of Operations and Financial Condition

On August 7, 2025, Warby Parker Inc. (the “Company”) issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 4, 2025, Steve Miller, the Company’s Chief Financial Officer and principal accounting officer, notified the Company of his intent to resign to pursue a new opportunity outside of the industry, effective as of the close of business on October 1, 2025 (the “Resignation Date”). Mr. Miller’s decision to resign was not due to any disagreement relating to the Company’s operations, policies or practices.

Following Mr. Miller’s resignation, Dave Gilboa, the Company’s Co-Chief Executive Officer, will assume the roles of principal financial officer and principal accounting officer effective on the Resignation Date, on an interim basis until the Company appoints a successor Chief Financial Officer. Mr. Gilboa will work in close partnership with the Company’s tenured financial and accounting leadership teams to enable a seamless transition.

Mr. Gilboa’s biographical information and business experience, and a description of related person transactions involving Mr. Gilboa, can be found under the “Class II Directors (Terms to Expire at the 2026 Annual Meeting)” and “Certain Relationships and Related Party Transactions” sections, respectively, in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025, and such disclosures are incorporated herein by reference. Mr. Gilboa’s compensatory arrangements will not change as a result of this appointment.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release Issued by the Company dated August 7, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WARBY PARKER INC.
Dated: August 7, 2025			By:			/s/ Steve Miller
						Steve Miller
						Chief Financial Officer

FAQ

Why did Warby Parker CFO Steve Miller resign?

The 8-K states Mr. Miller resigned effective 1 Oct 2025 to pursue an external opportunity and not due to disagreements with the company.

Who will serve as Warby Parker’s interim CFO?

Co-CEO Dave Gilboa will assume the roles of principal financial officer and principal accounting officer on an interim basis starting 1 Oct 2025.

Does the filing include Warby Parker’s Q2 2025 financial results?

No figures appear in the 8-K itself; the detailed Q2 2025 results are contained in Exhibit 99.1, furnished on 7 Aug 2025.

Is the CFO departure related to accounting issues at Warby Parker?

The company states Mr. Miller’s resignation is not due to any disagreement over operations, policies, or practices.

Will Dave Gilboa receive additional compensation as interim CFO?

The filing says Gilboa’s compensatory arrangements will remain unchanged during his interim CFO tenure.