Warby Parker (NYSE: WRBY) co-CEO Gilboa details RSU vesting and stock conversions

Rhea-AI Filing Summary

Warby Parker Inc. Co-CEO and director David A. Gilboa reported equity award activity and related share movements. On December 2, 2025, 9,816 shares of Class A common stock were acquired at an exercise price of $0, and 5,430 Class A shares were disposed of at $18.79, leaving 37,247 Class A shares beneficially owned directly.

The filing reflects vesting of restricted stock units (RSUs) that each represent one share of Class B or Class A common stock, including RSUs vesting in 60 monthly installments beginning July 1, 2021 and others vesting in 36 monthly installments beginning January 1, 2025. Class B common stock is convertible into Class A common stock on a one-to-one basis, with automatic conversion tied to specified ownership and service conditions for Neil Blumenthal and Dave Gilboa. An additional 1,656,770 Class A shares underlying Class B common stock are held indirectly through the David A. Gilboa 2012 Family Trust.

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)
12/02/2025

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	12/02/2025		M		9,816	A	$0	42,677	D
Class A Common Stock	12/02/2025		F(1)		5,430	D	$18.79	37,247	D

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	(2)	12/02/2025		M			54,552(3)	(4)	(4)	Class B Common Stock	54,552	$0	467,064	D
Class B Common Stock	(5)(6)	12/02/2025		M		54,552		(5)(6)	(5)(6)	Class A Common Stock	54,552	$0	5,143,472	D
Class B Common Stock	(5)(6)	12/02/2025		F			33,549(7)	(5)(6)	(5)(6)	Class A Common Stock	33,549	$18.79	5,109,923	D
Restricted Stock Units	(8)	12/02/2025		M			9,816(3)	(9)	(9)	Class A Common Stock	9,816	$0	85,068	D
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	1,656,770		1,656,770	I	By David A. Gilboa 2012 Family Trust

Explanation of Responses:

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

2. Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.

3. This filing relates to the occurrence of a RSU vesting event.

4. The RSUs will vest in 60 monthly installments beginning on July 1, 2021.

5. 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,

6. 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.

7. Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.

8. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

9. The RSUs will vest in 36 monthly installments beginning on January 1, 2025.

	/s/ Chris Utecht, Attorney-in-Fact	12/04/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Warby Parker (WRBY) disclose in this Form 4?

The filing reports that Co-Chief Executive Officer and director David A. Gilboa acquired 9,816 shares of Class A common stock at an exercise price of $0 and disposed of 5,430 shares of Class A common stock at $18.79 on December 2, 2025, resulting in 37,247 Class A shares beneficially owned directly.

How do the RSUs reported for Warby Parker (WRBY) vest?

One RSU grant will vest in 60 monthly installments beginning on July 1, 2021, and another RSU grant will vest in 36 monthly installments beginning on January 1, 2025. Each RSU represents a contingent right to receive one share of the company’s Class B or Class A common stock, as specified.

What is the relationship between Warby Parker (WRBY) Class B and Class A common stock?

The filing states that Class B common stock is convertible at any time at the option of the holder into Warby Parker’s Class A common stock on a one-to-one basis. It will also automatically convert into Class A upon certain transfer, time-based, and service-related conditions tied to Neil Blumenthal and Dave Gilboa.

Why were some Warby Parker (WRBY) shares withheld in this Form 4?

The filing explains that certain shares of Class A and Class B common stock were withheld by the issuer to cover required tax withholding obligations in connection with the vesting of RSUs.

How many Warby Parker (WRBY) shares are held through the David A. Gilboa 2012 Family Trust?

The report shows 1,656,770 shares of Class A common stock underlying Class B common stock held indirectly through the David A. Gilboa 2012 Family Trust, with ownership reported as indirect.

What is David A. Gilboa’s role at Warby Parker (WRBY)?

David A. Gilboa is reported as both a Director and an Officer, serving as Co-Chief Executive Officer of Warby Parker Inc.