Warby Parker (NYSE: WRBY) Co-CEO sells 80,094 Class A shares in stock sale

Rhea-AI Filing Summary

Warby Parker Inc. director and Co-Chief Executive Officer David Abraham Gilboa reported a planned stock sale. On January 13, 2026, he converted 80,094 shares of Class B common stock into 80,094 shares of Class A common stock at an exercise price of $0, then sold 80,094 Class A shares at an average price of $29.46, with individual trade prices ranging from $29.00 to $29.82, under a Rule 10b5-1 trading plan adopted on September 16, 2025.

After these transactions, Gilboa directly held 37,247 shares of Class A common stock and 4,609,923 shares of Class B common stock1,656,770 shares of Class B common stock were held indirectly through the David A. Gilboa 2012 Family Trust. The Class B common stock is convertible into Class A common stock on a one-to-one basis and is subject to automatic conversion upon specified ownership and governance events, including no later than October 1, 2031.

01/15/2026 - 06:35 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

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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)
01/13/2026

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		80,094	A	$0	117,341	D
Class A Common Stock	01/13/2026		S(1)		80,094	D	$29.46(2)	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	(3)(4)	01/13/2026		C			80,094	(3)(4)	(3)(4)	Class A Common Stock	80,094	$0	4,609,923	D
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	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 $29.00 to $29.82 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.

	/s/ Chris Utecht, Attorney-in-Fact	01/15/2026
	** 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).
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FAQ

What insider transaction did Warby Parker (WRBY) report for David Gilboa?

David Abraham Gilboa, a director and Co-Chief Executive Officer of Warby Parker Inc. (WRBY), reported converting 80,094 Class B shares into 80,094 Class A shares and selling 80,094 Class A shares on January 13, 2026.

At what price were David Gilboa’s Warby Parker Class A shares sold?

The 80,094 Class A common shares were sold at an average price of $29.46 per share, with actual trade prices ranging from $29.00 to $29.82.

Was David Gilboa’s 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 the reporting person on September 16, 2025.

How many Warby Parker shares does David Gilboa hold after the reported transactions?

Following the reported transactions, David Gilboa directly held 37,247 Class A shares and 4,609,923 Class B shares, and indirectly 1,656,770 Class B shares through the David A. Gilboa 2012 Family Trust.

What is the conversion ratio between Warby Parker Class B and Class A common stock?

The filing states that Class B common stock is convertible into Warby Parker Class A common stock on a one-to-one basis at the option of the holder and will automatically convert upon specified events, including no later than October 1, 2031.

What triggers automatic conversion of Warby Parker Class B common stock?

The filing explains that Class B stock automatically converts into Class A on a one-to-one basis upon events including transfer outside the permitted ownership group, no later than October 1, 2031, and certain changes in board service, employment, or the death or disability of specified individuals, including Neil Blumenthal and Dave Gilboa.