Warby Parker (WRBY) co-CEO reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Warby Parker Inc. co-CEO David Gilboa reported multiple equity award transactions tied to restricted stock unit (RSU) vesting. On March 5, 2026, RSUs converted into 44,640 shares of Class B Common Stock and 13,475 shares of Class A Common Stock at no cost, reflecting equity compensation.

The filing also shows tax-withholding dispositions, with 23,637 Class B shares and 7,453 Class A shares withheld by the company to cover required tax obligations upon RSU vesting. Footnotes state each RSU represents one share and that certain RSUs vest in monthly installments beginning in 2021, 2025, and 2026.

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^*

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)
03/05/2026

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	03/05/2026		M		13,475	A	$0	57,746	D
Class A Common Stock	03/05/2026		F(1)		7,453	D	$27.36	50,293	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
Restricted Stock Units	(2)	03/05/2026		M			44,640(3)	(4)	(4)	Class B Common Stock	44,640	$0	422,424	D
Class B Common Stock	(5)(6)	03/05/2026		M		44,640		(5)(6)	(5)(6)	Class A Common Stock	44,640	$0	4,654,563	D
Class B Common Stock	(5)(6)	03/05/2026		F			23,637(7)	(5)(6)	(5)(6)	Class A Common Stock	23,637	$27.36	4,630,926	D
Restricted Stock Units	(8)	03/05/2026		M			9,815(3)	(9)	(9)	Class A Common Stock	9,815	$0	75,253	D
Restricted Stock Units	(8)	03/05/2026		M			3,660(3)	(10)	(10)	Class A Common Stock	3,660	$0	128,133	D
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	1,656,770		1,656,770	I	By David A. Gilboa 2012 Family Trust

Explanation of Responses:

1. Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.

2. Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.

3. This filing relates to the occurrence of a RSU vesting event.

4. The RSUs will vest in 60 monthly installments beginning on July 1, 2021.

5. 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,

6. 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.

7. Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.

8. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

9. The RSUs will vest in 36 monthly installments beginning on January 1, 2025.

10. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.

	/s/ Chris Utecht, Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

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

David Gilboa reported RSU-related transactions on March 5, 2026, including exercises converting RSUs into Class A and Class B shares and share dispositions used to satisfy tax withholding obligations. These moves reflect scheduled equity compensation mechanics rather than open-market buying or selling.

How many Warby Parker Class B shares did David Gilboa acquire through RSUs?

Gilboa’s filing shows RSUs exercised into 44,640 shares of Warby Parker Class B Common Stock at zero exercise price. These shares arose from previously granted RSUs that vested according to their schedules, turning into common stock as part of his equity compensation package.

Did Warby Parker withhold shares for David Gilboa’s taxes on RSU vesting?

Yes. The filing notes 23,637 Class B shares and 7,453 Class A shares were withheld by Warby Parker to cover required tax withholding obligations triggered by RSU vesting. This tax-withholding disposition is coded as an F transaction, not an open-market stock sale.

What Class A share activity did Warby Parker (WRBY) disclose for David Gilboa?

The report shows RSUs converted into 13,475 shares of Class A Common Stock at no cost, alongside 7,453 Class A shares withheld for taxes. After these transactions, Gilboa directly held 50,293 Class A shares according to the share balance reported following the disposition.

How do Warby Parker RSUs work for David Gilboa according to the filing?

Each RSU represents a right to receive one share of Warby Parker stock, with some tied to Class A and some to Class B shares. Footnotes state certain RSU grants vest in monthly installments over 36 or 60 months beginning in 2021, 2025, and 2026, respectively.

What does the filing say about David Gilboa’s indirect Warby Parker holdings?

The document lists 1,656,770 Class B shares held indirectly through the David A. Gilboa 2012 Family Trust. This reflects indirect ownership, separate from his directly held Class A and Class B shares, as reported in the holding line with indirect ownership coding.