Warby Parker (WRBY) Co-CEO share sale under 10b5-1 trading plan details

Rhea-AI Filing Summary

Warby Parker Inc. director and Co-Chief Executive Officer Neil Blumenthal reported a small, pre-planned share sale. On 01/13/2026, he converted 660 shares of Class B Common Stock into 660 shares of Class A Common Stock at a conversion price of $0 per share, then sold 660 Class A shares at $29.99 per share under a Rule 10b5-1 trading plan adopted on September 16, 2025.

After these transactions, he held 37,119 Class A shares directly and 3,098,611 Class B shares directly. The filing also lists additional indirect Class B holdings through several trusts, including 200,000 shares each held by Royal Blue Aries Trust and Tiffany Blue Gemini Trust, and larger blocks held by other family-related trusts. The Class B stock is convertible into Class A on a one-to-one basis and is subject to automatic conversion based on ownership transfers, time-based triggers, and continued service conditions for Neil Blumenthal and co-founder Dave Gilboa.

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
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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)
01/13/2026

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	01/13/2026		C		660	A	$0	37,779	D
Class A Common Stock	01/13/2026		S(1)		660	D	$29.99	37,119	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	(2)(3)	01/13/2026		C			660	(2)(3)	(2)(3)	Class A Common Stock	660	$0	3,098,611	D
Class B Common Stock	(2)(3)							(2)(3)	(2)(3)	Class A Common Stock	200,000		200,000	I	By Royal Blue Aries Trust
Class B Common Stock	(2)(3)							(2)(3)	(2)(3)	Class A Common Stock	200,000		200,000	I	By Tiffany Blue Gemini Trust
Class B Common Stock	(2)(3)							(2)(3)	(2)(3)	Class A Common Stock	1,548,334		1,548,334	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	(2)(3)							(2)(3)	(2)(3)	Class A Common Stock	385,221		385,221	I	By Teal Aquarius Trust
Class B Common Stock	(2)(3)							(2)(3)	(2)(3)	Class A Common Stock	800,000		800,000	I	By Cobalt Pisces Trust
Class B Common Stock	(2)(3)							(2)(3)	(2)(3)	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 September 16, 2025.

2. 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,

3. 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	01/15/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Neil Blumenthal report for Warby Parker (WRBY)?

Neil Blumenthal, a director and Co-Chief Executive Officer of Warby Parker Inc., reported that on 01/13/2026 he converted 660 Class B Common shares into 660 Class A Common shares and then sold 660 Class A shares.

How many Warby Parker shares did Neil Blumenthal sell and at what price?

On 01/13/2026, Neil Blumenthal sold 660 shares of Class A Common Stock at a price of $29.99 per share, following the conversion of an equal number of Class B shares into Class A shares.

Was Neil Blumenthals Warby Parker share sale under a Rule 10b5-1 plan?

Yes. The filing states that the share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Neil Blumenthal on September 16, 2025, which is designed to allow pre-arranged trades under specified conditions.

What are Neil Blumenthals direct share holdings in Warby Parker after this Form 4?

After the reported transactions, Neil Blumenthal directly held 37,119 shares of Class A Common Stock and 3,098,611 shares of Class B Common Stock.

What indirect Warby Parker holdings are reported for Neil Blumenthal through trusts?

The filing lists several indirect Class B holdings through trusts, including 200,000 shares held by Royal Blue Aries Trust, 200,000 shares held by Tiffany Blue Gemini Trust, and larger positions such as 1,548,334 shares held by the Neil H. Blumenthal 2011 Family Trust, as well as additional blocks in other named trusts.

How is Warby Parkers Class B Common Stock convertible into Class A Common Stock?

The filing explains that Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis at the option of the holder. It will also automatically convert into Class A upon certain events, including transfers outside permitted ownership groups, on October 1, 2031, or if specified board service, employment, or life events occur for Neil Blumenthal or Dave Gilboa.