Warby Parker (NYSE: WRBY) Co-CEO discloses Rule 10b5-1 stock sales

Rhea-AI Filing Summary

Warby Parker Inc.'s Co-Chief Executive Officer and director reported planned share transactions in Class A Common Stock. On 01/02/2026, the reporting person converted 25,000 shares of Class B Common Stock into Class A at a conversion price of $0 and sold 25,000 Class A shares at an average price of $22.46, leaving 37,247 Class A shares held directly.

On 01/06/2026, a further 50,000 Class B shares were converted into Class A at $0 and 50,000 Class A shares were sold at an average price of $24.29, with 37,247 Class A shares still held directly afterward. The filing notes that these sales were made under a Rule 10b5-1 trading plan adopted on September 16, 2025. Following these transactions, the reporting person also holds 4,784,923 derivative securities linked to Class B Common Stock directly and 1,656,770 related derivative securities 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

OMB APPROVAL

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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).

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^*

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)
01/02/2026

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	01/02/2026		C		25,000	A	$0	62,247	D
Class A Common Stock	01/02/2026		S(1)		25,000	D	$22.46(2)	37,247	D
Class A Common Stock	01/06/2026		C		50,000	A	$0	87,247	D
Class A Common Stock	01/06/2026		S(1)		50,000	D	$24.29(3)	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
Class B Common Stock	(4)(5)	01/02/2026		C			25,000	(4)(5)	(4)(5)	Class A Common Stock	25,000	$0	4,834,923	D
Class B Common Stock	(4)(5)	01/06/2026		C			50,000	(4)(5)	(4)(5)	Class A Common Stock	50,000	$0	4,784,923	D
Class B Common Stock	(4)(5)							(4)(5)	(4)(5)	Class A Common Stock	1,656,770		1,656,770	I	By David A. Gilboa 2012 Family 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 $21.88 to $22.77 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 $24.00 to $24.54 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 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,

5. 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	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

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

The Co-Chief Executive Officer and director reported converting Class B Common Stock into Class A and selling 25,000 Class A shares on 01/02/2026 and 50,000 Class A shares on 01/06/2026.

At what prices were Warby Parker (WRBY) shares sold in the reported transactions?

The 25,000 Class A shares sold on 01/02/2026 had an average execution price of $22.46, and the 50,000 Class A shares sold on 01/06/2026 had an average execution price of $24.29.

Were the Warby Parker (WRBY) insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the share sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025.

How many Warby Parker (WRBY) Class A shares does the insider hold after these transactions?

After the reported transactions, the reporting person directly beneficially owns 37,247 shares of Warby Parker Class A Common Stock.

What is the relationship between Warby Parker’s Class A and Class B 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 and will also automatically convert upon specified events described in the disclosure.

What derivative securities linked to Warby Parker (WRBY) stock does the insider hold?

The reporting person holds 4,784,923 derivative securities related to Class B Common Stock directly and 1,656,770 similar derivative securities indirectly through the David A. Gilboa 2012 Family Trust.

Who signed the Warby Parker (WRBY) Form 4 insider trading report?

The Form 4 was signed by /s/ Chris Utecht, Attorney-in-Fact, on behalf of the reporting person, dated 01/06/2026.