Warby Parker (WRBY) Co-CEO reports 50,000-share gift and Class B to A conversion

Rhea-AI Filing Summary

Warby Parker Inc. insider and Co-Chief Executive Officer David Gilboa reported a transfer and conversion of company stock. On 12/16/2025, 50,000 shares of Class B Common Stock were transferred as a bona fide gift to a donor-advised fund and, upon transfer, automatically converted into 50,000 shares of Class A Common Stock on a one-to-one basis.

After these transactions, the reporting person beneficially owned 4,859,923 shares of Class B Common Stock directly and 1,656,770 shares of Class A Common Stock indirectly through the David A. Gilboa 2012 Family Trust. Warby Parker’s dual-class structure allows Class B shares to convert into Class A shares at any time at the holder’s option and includes automatic conversion triggers tied to transfers, specified dates, and certain changes in the roles or status of key founders.

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

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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^*

Gilboa David Abraham

(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)
12/16/2025

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

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	(1)(2)	12/16/2025		G			50,000(3)	(1)(2)	(1)(2)	Class A Common Stock	50,000	$0	4,859,923	D
Class B Common Stock	(1)(2)							(1)(2)	(1)(2)	Class A Common Stock	1,656,770		1,656,770	I	By David A. Gilboa 2012 Family Trust

Explanation of Responses:

1. 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,

2. 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.

3. Represents a bona fide gift from the reporting person to a donor-advised fund. Upon the transfer, these shares were automatically converted to the Issuer's Class A Common Stock.

	/s/ Chris Utecht, Attorney-in-Fact	12/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Warby Parker (WRBY) report in this Form 4?

The filing reports that a company insider transferred 50,000 shares of Class B Common Stock as a bona fide gift to a donor-advised fund on 12/16/2025. Upon transfer, those shares automatically converted into 50,000 shares of Class A Common Stock on a one-to-one basis.

How many Warby Parker shares does the reporting person own after the transaction?

Following the reported transaction, the insider beneficially owned 4,859,923 shares of Class B Common Stock directly and 1,656,770 shares of Class A Common Stock indirectly through the David A. Gilboa 2012 Family Trust.

What is the relationship of the reporting person to Warby Parker (WRBY)?

The reporting person is identified as both a Director and an Officer of Warby Parker Inc., serving as Co-Chief Executive Officer, and also holds shares indirectly via the David A. Gilboa 2012 Family Trust.

How does Warby Parker’s Class B Common Stock convert into Class A Common Stock?

Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis. It will also automatically convert into Class A upon certain events, including transfers outside a permitted ownership group, on October 1, 2031, and upon specified changes in the roles, employment, or status (including death or disability) of founders Neil Blumenthal and Dave Gilboa, depending on which founder’s permitted ownership group holds the shares.

Why did the 50,000 Class B shares convert to Class A in this Warby Parker filing?

The filing explains that the 50,000 shares of Class B Common Stock were given as a bona fide gift to a donor-advised fund and, upon that transfer, they were automatically converted into the issuer’s Class A Common Stock on a one-to-one basis.

What role does the David A. Gilboa 2012 Family Trust play in Warby Parker share ownership?

The David A. Gilboa 2012 Family Trust holds 1,656,770 shares of Class A Common Stock indirectly for the reporting person. These shares are reported as indirect beneficial ownership on the Form 4.