WRBY Form 4: Joel Cutler reports transfers to trust/foundation and a 35,000-share sale

Rhea-AI Filing Summary

Joel E. Cutler, a director of Warby Parker Inc. (WRBY), reported multiple changes in beneficial ownership on 09/08/2025. The filing shows dispositions and transfers of Class A common stock between Cutler, a revocable trust and the Randi & Joel Cutler Family Foundation, and a sale to third parties. Specifically, 35,000 shares were recorded as disposed under Code G with $0 consideration and an aggregate 108,572 shares were noted as previously distributed to the Joel E Cutler Revocable Trust effective March 20, 2025, exempt from Section 16 rules. The report also records an acquisition of 35,000 Class A shares at $0 by the Randi & Joel Cutler Family Foundation and a sale of 35,000 shares at a weighted average price of $26.7529, producing 19,932 shares beneficially owned by the Foundation after the transactions.

Positive

• Documented estate and philanthropic structuring: Shares were transferred to the Joel E Cutler Revocable Trust and the Randi & Joel Cutler Family Foundation, showing planned ownership reallocation
• Compliance with Section 16 disclosure: Transactions were reported on Form 4 and include explanatory footnotes regarding exemptions and price ranges

Negative

• Market sale of insider shares: 35,000 Class A shares were sold at a weighted average price of $26.7529, reducing the Foundation’s holdings to 19,932 shares
• Potential concentration change: Transfers and sales altered beneficial ownership levels, which could change voting or ownership concentration (documented but no implication stated)

Insights

Securities Analyst

TL;DR Insider Joel Cutler reported transfers to a trust and foundation plus a 35,000-share sale at a weighted average price of $26.7529.

The Form 4 shows estate- and philanthropy-related reallocation of shares and a contemporaneous market sale. The distributions to the Joel E Cutler Revocable Trust were effective March 20, 2025 and described as exempt under Rules 16a-9 and 16a-13, indicating these were non-reportable transfers at time of distribution but are documented here for subsequent changes. The Foundation’s post-transaction beneficial ownership totals reflect both a 35,000 acquisition at $0 and remaining holdings of 19,932 shares after a weighted-average sale between $26.49 and $27.075. This filing is routine for insiders engaging in estate planning and charitable structuring; it does not by itself indicate company operational changes.

Corporate Governance Expert

TL;DR Report documents governance-related transfers and a market sale, consistent with director-led trust/foundation reallocation.

The reporting indicates the director used multiple transfer mechanisms: a revocable trust received pro rata distributions (108,572 shares) described as exempt under Section 16 rules, and the Randi & Joel Cutler Family Foundation shows both an acquisition entry and subsequent sale activity. The filing was signed by an attorney-in-fact, suggesting routine delegated filing. From a governance perspective, these are internal ownership restructurings and charitable transfers rather than signal events about Warby Parker’s corporate governance or performance.

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^*

Cutler Joel E

(Last) (First) (Middle)

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		G		35,000	D	$0	136,953(1)	I	By Joel E Cutler Revocable Trust
Class A Common Stock	09/08/2025		G	V	35,000	A	$0	54,932	I	By Randi & Joel Cutler Family Foundation
Class A Common Stock	09/08/2025		S		35,000	D	$26.7529(2)	19,932	I	By Randi & Joel Cutler Family Foundation

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

Explanation of Responses:

1. Includes an aggregate 108,572 shares that were distributed to Joel E Cutler Revocable Trust on a pro rata basis, for no consideration, effective March 20, 2025, which distributions were exempt from Section 16 pursuant to Rules 16a-9 and 16a-13.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.49 to $27.075, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Christopher McCain, Attorney-in-Fact for Joel Cutler	09/10/2025
	** 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 transactions did Joel E. Cutler report on Form 4 for WRBY?

He reported transfers and a sale on 09/08/2025: 35,000 Class A shares disposed under Code G at $0 to the Joel E Cutler Revocable Trust, an acquisition entry of 35,000 Class A shares at $0 by the Randi & Joel Cutler Family Foundation, and a sale (S) of 35,000 shares at a weighted average price of $26.7529.

How many WRBY shares does the report say are owned after these transactions?

Post-transaction beneficial ownership reported: 136,953 shares indirectly via the Joel E Cutler Revocable Trust and 19,932 shares indirectly by the Randi & Joel Cutler Family Foundation (as listed in the Form 4).

Were any transfers described as exempt from Section 16 reporting rules?

Yes. The filing notes an aggregate 108,572 shares were distributed to the Joel E Cutler Revocable Trust effective March 20, 2025, and those distributions were described as exempt under Rules 16a-9 and 16a-13.

At what price range were the sold shares executed?

The sale prices ranged from $26.49 to $27.075, and the Form 4 reports a weighted average price of $26.7529 for the 35,000 shares sold.

Who signed the Form 4 filing for Joel Cutler?

The filing was signed by Christopher McCain as Attorney-in-Fact for Joel Cutler on 09/10/2025.