STOCK TITAN

Warby Parker (NYSE: WRBY) co-CEO sells 100K shares, converts 100K

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Warby Parker Inc. co-CEO Neil Blumenthal reported open‑market sales of 100,000 shares of Class A Common Stock at prices around $24–$25 per share. These sales were made under a pre‑arranged Rule 10b5-1 trading plan adopted on September 16, 2025.

On the same dates, he converted 100,000 shares of Class B Common Stock into Class A Common Stock at an exercise price of $0.00 per share, so the sales largely reflect a conversion‑and‑sell pattern. After the transactions, he directly holds 50,165 Class A shares and continues to have additional indirect interests through various family trusts and Class B holdings.

Positive

  • None.

Negative

  • None.

Insights

Co-CEO executes 10b5-1 conversion-and-sale totaling 100K shares while retaining large multi-class stake.

The filing shows Neil Blumenthal selling 100,000 Class A shares at roughly $24–$25, with matching 100,000-share conversions from Class B at $0.00 exercise price. This is a structured conversion-and-sale sequence rather than a standalone liquidation.

The sales were executed under a Rule 10b5-1 trading plan adopted on September 16, 2025, indicating they were pre‑scheduled. Following the trades, he still directly owns 50,165 Class A shares and maintains substantial indirect exposure via family trusts and convertible Class B holdings, suggesting continued significant alignment with shareholders.

Insider Blumenthal Neil Harris
Role Co-Chief Executive Officer
Sold 100,000 shs ($2.47M)
Type Security Shares Price Value
Conversion Class B Common Stock 22,442 $0.00 --
Conversion Class A Common Stock 22,442 $0.00 --
Sale Class A Common Stock 22,442 $25.09 $563K
Conversion Class B Common Stock 75,213 $0.00 --
Conversion Class A Common Stock 47,655 $0.00 --
Sale Class A Common Stock 47,655 $24.29 $1.16M
Conversion Class A Common Stock 27,558 $0.00 --
Sale Class A Common Stock 27,558 $25.04 $690K
Conversion Class B Common Stock 2,345 $0.00 --
Conversion Class A Common Stock 2,345 $0.00 --
Sale Class A Common Stock 2,345 $24.08 $56K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 3,019,614 shares (Direct, null); Class A Common Stock — 72,607 shares (Direct, null); Class B Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust); Class A Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust)
Footnotes (1)
  1. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025. 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 $23.99 to $24.185 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. 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 $23.99 to $24.72 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. 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 $24.99 to $25.17 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. 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 $24.99 to $25.33 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. 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, 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.
Shares sold 100,000 shares Total Class A shares sold in open-market transactions
Average sale price (example) $25.09/share One reported average execution price for Class A stock
Shares converted 100,000 shares Class B shares converted into Class A at $0.00
Direct Class A holdings after 50,165 shares Direct Class A Common Stock owned following transactions
Net share activity -100,000 shares Net buy-sell direction from transaction summary
10b5-1 plan adoption date September 16, 2025 Date co-CEO adopted the Rule 10b5-1 trading plan
Rule 10b5-1 trading plan regulatory
"These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class B Common Stock financial
"The Class B Common Stock is convertible at any time at the option"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative conversion financial
"transaction_action": "derivative conversion","transaction_code_description": "Conversion of derivative security""
permitted ownership group regulatory
"transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group"
automatic conversion financial
"The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock"
SEC Form 4
FORM 4UNITED 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 NEW YORK 10013

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/16/2026C2,345A$052,510D
Class A Common Stock04/16/2026S(1)2,345D$24.08(2)50,165D
Class A Common Stock04/17/2026C47,655A$097,820D
Class A Common Stock04/17/2026S(1)47,655D$24.29(3)50,165D
Class A Common Stock04/17/2026C27,558A$077,723D
Class A Common Stock04/17/2026S(1)27,558D$25.04(4)50,165D
Class A Common Stock04/20/2026C22,442A$072,607D
Class A Common Stock04/20/2026S(1)22,442D$25.09(5)50,165D
Class A Common Stock200,000IBy Royal Blue Aries Trust
Class A Common Stock200,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(6)(7)04/16/2026C2,345 (6)(7) (6)(7)Class A Common Stock2,345$03,117,269D
Class B Common Stock(6)(7)04/17/2026C75,213 (6)(7) (6)(7)Class A Common Stock75,213$03,042,056D
Class B Common Stock(6)(7)04/20/2026C22,442 (6)(7) (6)(7)Class A Common Stock22,442$03,019,614D
Class B Common Stock(6)(7) (6)(7) (6)(7)Class A Common Stock200,000200,000IBy Royal Blue Aries Trust
Class B Common Stock(6)(7) (6)(7) (6)(7)Class A Common Stock200,000200,000IBy Tiffany Blue Gemini Trust
Class B Common Stock(6)(7) (6)(7) (6)(7)Class A Common Stock1,548,3341,548,334IBy Neil H. Blumenthal 2011 Family Trust
Class B Common Stock(6)(7) (6)(7) (6)(7)Class A Common Stock385,221385,221IBy Teal Aquarius Trust
Class B Common Stock(6)(7) (6)(7) (6)(7)Class A Common Stock800,000800,000IBy Cobalt Pisces Trust
Class B Common Stock(6)(7) (6)(7) (6)(7)Class A Common Stock1,000,0001,000,000IBy 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 September 16, 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 $23.99 to $24.185 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 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 $23.99 to $24.72 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.
4. 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 $24.99 to $25.17 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.
5. 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 $24.99 to $25.33 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.
6. 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,
7. 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-Fact04/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did WRBY co-CEO Neil Blumenthal report?

Neil Blumenthal reported selling 100,000 shares of Warby Parker Class A Common Stock in open‑market trades while converting an equal 100,000 shares of Class B into Class A at $0.00 per share, creating a coordinated conversion‑and‑sale pattern across several days.

At what prices did Neil Blumenthal sell Warby Parker (WRBY) shares?

The reported average prices were $24.08, $24.29, $25.04, and $25.09 per Class A share. Footnotes state each figure is an average, with individual trades executed in price ranges between $23.99 and $25.33 during the sale sessions.

Was Neil Blumenthal’s Warby Parker stock sale under a Rule 10b5-1 plan?

Yes. A footnote explains these share sales were effected under a Rule 10b5-1 trading plan adopted on September 16, 2025. Such plans pre‑schedule trades, indicating the timing of these sales was determined in advance rather than made opportunistically.

How many Warby Parker shares does Neil Blumenthal hold after these transactions?

After the reported trades, Neil Blumenthal directly holds 50,165 shares of Warby Parker Class A Common Stock. The filing also lists sizeable indirect interests through multiple family trusts and convertible Class B holdings, which together represent additional economic exposure to the company.

What is the relationship between Warby Parker Class B and Class A shares?

The filing states Class B Common Stock is convertible into Class A on a one‑to‑one basis at any time at the holder’s option. It also automatically converts upon certain events, including transfers outside permitted ownership groups or specific changes in the roles of Neil Blumenthal or Dave Gilboa.

How much net share activity did WRBY’s co-CEO report in this Form 4?

The transaction summary shows 100,000 shares sold and 100,000 shares converted, resulting in net selling of 100,000 shares on a buy‑minus‑sell basis. Despite this net disposition, he continues to hold both direct Class A shares and significant convertible Class B interests.