Was Neil Blumenthal’s Warby Parker (WRBY) share sale under a Rule 10b5-1 plan?

Yes. The filing states the share sales were effected under a Rule 10b5-1 trading plan adopted on March 17, 2026. Such plans pre-schedule trades, indicating these transactions were planned in advance rather than timed in reaction to short-term market developments.

Warby Parker (WRBY) co-CEO sells shares under Rule 10b5-1 trading plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Warby Parker Inc. co-CEO Neil Harris Blumenthal reported both a share sale and share conversion. On July 1, 2026, he sold 217,667 shares of Class A Common Stock in an open-market transaction at an average price of $29.61 per share, under a pre-arranged Rule 10b5-1 trading plan. He also converted 189,320 shares of Class B Common Stock into Class A Common Stock through a derivative conversion, resulting in 248,779 Class A shares reported as directly held after that conversion and 31,112 Class A shares directly held after the sale. In addition, he continues to have indirect interests in multiple trusts holding Class A and Class B Common Stock, including blocks such as 1,548,334 Class B shares held by the Neil H. Blumenthal 2011 Family Trust that are convertible into Class A on a one-to-one basis under specified conditions.

Insights

Pre-planned sale and conversion, with substantial equity stake retained.

Co-CEO Neil Harris Blumenthal reported a combination of an open-market sale and a derivative conversion on July 1, 2026. He sold 217,667 Class A shares at an average price of $29.61 per share and converted 189,320 Class B shares into Class A.

The filing notes the sale occurred under a Rule 10b5-1 trading plan adopted on March 17, 2026, indicating the trades were pre-scheduled rather than opportunistic. After these transactions, he still directly holds 31,112 Class A shares, 3,229,650 Class B shares, and maintains indirect interests through several family trusts.

Because the filing shows continued large Class B holdings and multiple trusts with convertible shares, this looks like routine portfolio and ownership management rather than a thesis-changing move. Future company filings may provide additional context on any subsequent changes in his ownership structure.

Insider Trade Summary 10b5-1

Net Seller: 217,667 shares ($6,445,120)

Net Sell 11 txns

Insider Blumenthal Neil Harris

Role Co-Chief Executive Officer

Sold 217,667 shs ($6.45M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	189,320	$0.00	--
Conversion	Class A Common Stock	189,320	$0.00	--
Sale	Class A Common Stock	217,667	$29.61	$6.45M
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 3,229,650 shares (Direct, null); Class A Common Stock — 248,779 shares (Direct, null); Class B Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust); Class A Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust)

Footnotes (1)

These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2026. 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 $29.32 to $30.09 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. 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, 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.

Key Figures

Shares sold: 217,667 shares Average sale price: $29.61 per share Direct Class A holdings after sale step: 31,112 shares +4 more

7 metrics

Shares sold 217,667 shares Class A Common Stock sold on July 1, 2026

Average sale price $29.61 per share Open-market sale of Class A shares

Direct Class A holdings after sale step 31,112 shares Class A Common Stock directly held following reported sale

Class B converted 189,320 shares Class B Common Stock converted into Class A

Direct Class A after conversion step 248,779 shares Class A directly held following derivative conversion

Direct Class B holdings 3,229,650 shares Class B Common Stock directly held after transactions

Family Trust Class B holdings 1,548,334 shares Class B shares held by Neil H. Blumenthal 2011 Family Trust

Key Terms

Rule 10b5-1 trading plan, Class B Common Stock, derivative conversion, permitted ownership group, +1 more

5 terms

Rule 10b5-1 trading plan financial

"These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Class B Common Stock financial

"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."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

derivative conversion financial

"transaction_action": "derivative conversion""

permitted ownership group financial

"transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group"

automatic conversion financial

"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..."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:16 PM Accepted by SEC EDGAR 07/02/2026 - 08:16 PM

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
Estimated average burden
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).

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)

233 SPRING STREET, 6TH FLOOR EAST

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/01/2026		C		189,320	A	$0	248,779	D
Class A Common Stock	07/01/2026		S⁽¹⁾		217,667	D	$29.61⁽²⁾	31,112	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾⁽⁴⁾	07/01/2026		C			189,320	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	189,320	$0	3,229,650	D
Class B Common Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	200,000		200,000	I	By Royal Blue Aries Trust
Class B Common Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	200,000		200,000	I	By Tiffany Blue Gemini Trust
Class B Common Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	1,548,334		1,548,334	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	385,221		385,221	I	By Teal Aquarius Trust
Class B Common Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	800,000		800,000	I	By Cobalt Pisces Trust
Class B Common Stock	⁽³⁾⁽⁴⁾							⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	722,307		722,307	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 March 17, 2026.

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 $29.32 to $30.09 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 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,

4. 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.

Remarks:

	/s/ Chris Utecht, Attorney-in-Fact	07/02/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Warby Parker (WRBY) co-CEO Neil Blumenthal report?

Neil Blumenthal reported an open-market sale of 217,667 Class A shares and a derivative conversion of 189,320 Class B shares into Class A on July 1, 2026. These actions adjusted his mix of Class A and Class B holdings while retaining a significant equity position.

At what price did Neil Blumenthal sell Warby Parker (WRBY) shares?

He sold 217,667 Class A Common Stock shares at an average execution price of $29.61 per share. A footnote explains this is a volume-weighted average across multiple trades executed between $29.32 and $30.09, with full price details available upon request.

How many Warby Parker (WRBY) shares does Neil Blumenthal hold directly after these transactions?

After the reported transactions, Neil Blumenthal directly holds 31,112 shares of Class A Common Stock and 3,229,650 shares of Class B Common Stock. The Class B shares are convertible into Class A on a one-to-one basis under conditions described in the filing’s detailed footnotes.

What did the Class B to Class A conversion mean for Warby Parker (WRBY) co-CEO holdings?

Blumenthal converted 189,320 Class B shares into Class A through a derivative conversion. Following this conversion, his directly held Class A balance was 248,779 shares at that step. Class B shares remain convertible into Class A on a one-to-one basis, subject to specific ownership and tenure conditions.

Does Neil Blumenthal have indirect Warby Parker (WRBY) holdings through trusts?

Yes. The filing lists several trusts, including the Neil H. Blumenthal 2011 Family Trust with 1,548,334 Class B shares and other trusts such as Sky Scorpio 2, Cobalt Pisces, and Teal Aquarius. These Class B shares are each convertible into Class A on a one-to-one basis under defined triggers.