[Form 4] Warby Parker Inc. Insider Trading Activity

Rhea-AI Filing Summary

Neil Blumenthal, Co-Chief Executive Officer and director of Warby Parker Inc. (WRBY), reported multiple transactions under a Rule 10b5-1 plan. On 09/17/2025 he purchased 500 Class A shares and sold 500 Class A shares at an average price of $27.52. On 09/18/2025 he purchased 8,416 Class A shares and sold 8,416 Class A shares at an average price of $27.52. After these trades he directly beneficially owns 32,733 Class A shares.

The filing also reports 200,000 Class A shares held indirectly each by Royal Blue Aries Trust and Tiffany Blue Gemini Trust, and multiple holdings of Class B convertible shares held indirectly across several trusts and family entities, including 1,548,334 Class A-equivalent shares by the 2011 Family Trust.

Positive

• Sales were executed under a Rule 10b5-1 plan, which provides an affirmative defense and indicates transactions were pre-arranged
• Substantial indirect holdings remain through multiple trusts and family entities, preserving long-term economic exposure

Negative

• Insider sold Class A shares totaling 9, (916) over two days at an average price of $27.52, representing near-term liquidity taken by an executive
• Direct beneficial ownership reduced to 32,733 Class A shares following the reported transactions

Insights

Corporate Governance Expert

TL;DR: Insider sales executed under a 10b5-1 plan suggest pre-arranged liquidity, not necessarily signaling new material governance changes.

The report shows systematic sales executed pursuant to a Rule 10b5-1 plan adopted March 14, 2025, reducing direct Class A holdings modestly while leaving substantial indirect and Class B-linked economic ownership intact. The presence of multiple trusts retaining large Class B positions indicates continued concentration of voting or economic control via convertible shares. For governance, investors should note that sales were pre-planned and the filing does not disclose any change in role or control.

Financial Analyst

TL;DR: Transactions are modest relative to total reported holdings and were executed via a pre-established plan, implying limited immediate market impact.

The disclosed cash sales total 9, (916) Class A shares sold at an average price of $27.52, with corresponding purchases recorded the same dates, consistent with routine plan activity. Significant indirect holdings remain, including multiple trusts holding hundreds of thousands to over one million Class B-equivalent shares convertible one-for-one to Class A. The filing provides no financial performance data or other triggers for the trades.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Blumenthal Neil Harris

(Last) (First) (Middle)

C/O WARBY PARKER INC.,

233 SPRING STREET, 6TH FLOOR EAST

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		C		500	A	$0	33,233	D
Class A Common Stock	09/17/2025		S(1)		500	D	$27.52(2)	32,733	D
Class A Common Stock	09/18/2025		C		8,416	A	$0	41,149	D
Class A Common Stock	09/18/2025		S(1)		8,416	D	$27.52(2)	32,733	D
Class A Common Stock								200,000	I	By Royal Blue Aries Trust
Class A Common Stock								200,000	I	By Tiffany Blue Gemini Trust

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
Class B Common Stock	(3)(4)	09/17/2025		C			500	(3)(4)	(3)(4)	Class A Common Stock	500	$0	3,386,684	D
Class B Common Stock	(3)(4)	09/18/2025		C			8,416	(3)(4)	(3)(4)	Class A Common Stock	8,416	$0	3,378,268	D
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	200,000		200,000	I	By Royal Blue Aries Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	200,000		200,000	I	By Tiffany Blue Gemini Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	1,548,334		1,548,334	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	385,221		385,221	I	By Teal Aquarius Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	800,000		800,000	I	By Cobalt Pisces Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	1,000,000		1,000,000	I	By Sky Scorpio 2 Trust

Explanation of Responses:

1. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

2. The price reported in Column 4 is an average execution price rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $27.50 to $27.59 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 purchased at each separate price.

3. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (i) transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group, (ii) October 1, 2031, (iii) with respect to any Class B Common Stock held by any person or entity in Neil Blumenthal's permitted ownership group, (A) such time as Neil Blumenthal is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Neil Blumenthal ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Neil Blumenthal,

4. and (iv) with respect to any Class B common stock held by any person or entity in Dave Gilboa's permitted ownership group, (A) such time as Dave Gilboa is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Dave Gilboa ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Dave Gilboa.

	/s/ Chris Utecht, Attorney-in-Fact	09/19/2025
	** 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).
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FAQ

What trades did Neil Blumenthal report on Form 4 for WRBY?

The filing reports purchases and sales on 09/17/2025 (500 shares bought and 500 sold) and 09/18/2025 (8,416 shares bought and 8,416 sold) under a 10b5-1 plan.

At what price were the shares sold in the reported WRBY transactions?

The reported average execution price for the sales was $27.52, with individual sale prices ranging from $27.50 to $27.59.

How many WRBY shares does Neil Blumenthal beneficially own after these transactions?

After the reported transactions, the filing shows 32,733 Class A shares held directly, plus significant indirect holdings through trusts.

Were the trades part of a planned trading program?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

Does the Form 4 disclose indirect holdings or convertible shares?

Yes. The filing discloses 200,000 Class A shares indirectly by each of Royal Blue Aries Trust and Tiffany Blue Gemini Trust, and several large Class B holdings convertible one-for-one to Class A equivalents across multiple trusts.