Warby Parker (WRBY) CFO receives sizable restricted stock unit grants

Rhea-AI Filing Summary

Warby Parker Inc.'s Chief Financial Officer, Mitchell Adrian V, reported equity compensation awards in the form of restricted stock units. On February 10, 2026, he was granted 46,502 RSUs and a separate grant of 38,805 RSUs, each representing a right to receive one share of Class A common stock.

According to the vesting terms, one quarter of the total number of RSUs will vest on February 10, 2027, with the remaining units vesting in equal monthly installments over the following four years. The awards are held directly and reflect standard stock-based compensation rather than open-market share purchases.

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).

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^*

Mitchell Adrian V

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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	(1)	02/10/2026		A			46,502	(2)	(2)	Class A Common Stock	46,502	$0	46,502	D
Restricted Stock Units	(1)	02/10/2026		A			38,805	(2)	(2)	Class A Common Stock	38,805	$0	38,805	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's Class A Common Stock.

2. 1/4th of the total number of RSUs will vest on February 10, 2027, and 1/48th of the remaining number of RSUs will vest on each monthly anniversary thereafter.

	/s/ Chris Utecht, Attorney-in-Fact	02/12/2026
	** 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).
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FAQ

What insider transaction did Warby Parker (WRBY) disclose for its CFO?

Warby Parker reported that its CFO, Mitchell Adrian V, received grants of restricted stock units on February 10, 2026. These equity awards are part of his compensation and provide a right to receive Class A common shares as they vest over time.

How many restricted stock units were granted to the WRBY CFO?

The CFO received two grants of restricted stock units: 46,502 RSUs and 38,805 RSUs. Each RSU represents a contingent right to one share of Warby Parker’s Class A common stock, subject to the specified vesting schedule outlined in the filing.

When do the Warby Parker CFO’s RSUs begin vesting?

The RSUs begin vesting on February 10, 2027, one year after the grant date. On that date, one quarter of the total RSUs vest, with the remaining units vesting monthly thereafter, aligning his compensation with longer-term company performance.

What does each RSU granted to the WRBY CFO represent?

Each restricted stock unit represents a contingent right to receive one share of Warby Parker’s Class A common stock. Shares are not issued immediately; they are delivered only as the RSUs vest according to the schedule described in the grant terms.

Is the Warby Parker CFO’s RSU grant a stock purchase or a compensation award?

The RSU grants are a compensation award, not an open-market stock purchase. The Form 4 classifies both transactions with code “A” for grant or award, indicating they are part of the executive’s equity-based compensation rather than voluntary buying or selling of shares.

How are the remaining RSUs for the WRBY CFO scheduled to vest after 2027?

After one quarter of the RSUs vest on February 10, 2027, the remaining three quarters vest in monthly installments. Specifically, 1/48th of the remaining RSUs vests on each monthly anniversary, creating a multi-year, time-based vesting structure for the awards.