Warby Parker (WRBY) Co-CEO logs major RSU bonus grant and tax withholding

Rhea-AI Filing Summary

Warby Parker Co-Chief Executive Officer Neil Blumenthal reported equity compensation and related share withholding. On March 3, 2026, he received a grant of 131,793 restricted stock units (RSUs) representing his 2025 bonus award, with each RSU equal to one share of Class A Common Stock.

On March 2, 2026, he was granted 15,967 shares of Class A Common Stock and had 8,943 shares of Class A Common Stock withheld at $26.29 per share to cover tax obligations tied to the RSU grant. Following these transactions, he directly owned 44,143 Class A shares, and indirectly held 200,000 shares through the Royal Blue Aries Trust and 200,000 shares through the Tiffany Blue Gemini Trust. Footnotes state certain RSUs will vest in 36 monthly installments beginning on January 1, 2026.

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).

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)
03/02/2026

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	03/02/2026		A(1)		15,967	A	$0	53,086	D
Class A Common Stock	03/02/2026		F(2)		8,943	D	$26.29	44,143	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
Restricted Stock Units	(3)	03/03/2026		A		131,793		(4)	(4)	Class A Common Stock	131,793	$0	131,793	D

Explanation of Responses:

1. Represents a grant of fully-vested restricted stock units ("RSUs") comprising the Reporting Person's 2025 bonus award. Each RSU represents a right to receive one share of Class A Common Stock.

2. Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the grant of RSUs in footnote 1.

3. Each RSU represents a contingent right to receive one share of Class A Common Stock.

4. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.

	/s/ Chris Utecht, Attorney-in-Fact	03/04/2026
	** 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).
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.

FAQ

What did Warby Parker (WRBY) Co-CEO Neil Blumenthal report in this Form 4?

Neil Blumenthal reported equity awards and related tax withholding transactions. He received RSU and stock grants and had shares withheld to satisfy tax obligations, updating his direct and indirect holdings of Warby Parker Class A Common Stock in several accounts and trusts.

How many RSUs did Neil Blumenthal receive from Warby Parker (WRBY)?

He received a grant of 131,793 restricted stock units as part of his 2025 bonus award. Each RSU represents the right to receive one share of Warby Parker Class A Common Stock, linking the ultimate share delivery to the RSU vesting schedule described in the filing footnotes.

What common stock grants did Neil Blumenthal receive in this Warby Parker (WRBY) filing?

He was granted 15,967 shares of Warby Parker Class A Common Stock on March 2, 2026. These shares increased his direct ownership before a separate tax-withholding transaction reduced his directly held shares to a new reported balance after the withholding was completed.

Why were 8,943 Warby Parker (WRBY) shares disposed of in Neil Blumenthal’s Form 4?

The 8,943 shares were withheld by Warby Parker to cover required tax withholding obligations related to the RSU bonus grant. This disposition, coded “F,” reflects a tax-withholding mechanism rather than an open-market sale initiated for portfolio or valuation reasons.

What is Neil Blumenthal’s reported Warby Parker (WRBY) share ownership after these transactions?

After the reported transactions, he directly owned 44,143 shares of Class A Common Stock. He also had indirect ownership of 200,000 shares through the Royal Blue Aries Trust and 200,000 shares through the Tiffany Blue Gemini Trust, as disclosed in the ownership detail entries.

How do Neil Blumenthal’s RSUs in Warby Parker (WRBY) vest over time?

Footnotes indicate certain RSUs will vest in 36 monthly installments starting January 1, 2026. Each vested RSU converts into one Class A share, spreading actual share delivery over three years and linking realized equity compensation to continued service across that timeframe.