Warby Parker (NYSE: WRBY) co-CEO reports 50,000-share stock sale

Rhea-AI Filing Summary

Warby Parker Inc. co-CEO and director Neil Blumenthal reported a planned stock transaction involving the company’s dual-class shares. On 01/07/2026 he converted 50,000 shares of Class B Common Stock into 50,000 shares of Class A Common Stock at an exercise price of $0, then sold those 50,000 Class A shares at an average price of $27.08 under a Rule 10b5-1 trading plan adopted on September 16, 2025. Following the sale, he directly held 37,119 shares of Class A Common Stock and 3,099,271 shares of Class B Common Stock.

In addition to his direct holdings, various trusts associated with him report indirect ownership of additional Class B and Class A shares. The filing notes that each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the holder’s option, and will automatically convert in certain circumstances, including transfers outside permitted ownership groups or by specified dates and employment or board-status changes, with one key trigger date being October 1, 2031.

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^*

Blumenthal Neil Harris

(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)
01/07/2026

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	01/07/2026		C		50,000	A	$0	87,119	D
Class A Common Stock	01/07/2026		S(1)		50,000	D	$27.08(2)	37,119	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)(4)	01/07/2026		C			50,000	(3)(4)	(3)(4)	Class A Common Stock	50,000	$0	3,099,271	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	1,000,000		1,000,000	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 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 $26.99 to $27.23 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	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WRBY co-CEO Neil Blumenthal report?

Neil Blumenthal reported that on 01/07/2026 he converted 50,000 shares of Class B Common Stock into 50,000 shares of Class A Common Stock and then sold those 50,000 Class A shares at an average price of $27.08.

Was the Warby Parker (WRBY) stock sale made 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 Neil Blumenthal on September 16, 2025.

How many Warby Parker Class A shares does Neil Blumenthal hold after this transaction?

After the reported sale, Neil Blumenthal directly holds 37,119 shares of Class A Common Stock.

How many Warby Parker Class B shares does Neil Blumenthal directly own after the transaction?

Following the conversion, he directly beneficially owns 3,099,271 shares of Class B Common Stock, each convertible into one share of Class A Common Stock.

What price did the WRBY Class A shares sell for in this insider transaction?

The 50,000 Class A shares were sold at an average execution price of $27.08, with individual trades occurring between $26.99 and $27.23.

How does Warby Parker’s Class B Common Stock convert into Class A stock?

The filing explains that each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the holder’s option, and will automatically convert upon specified events including certain transfers, changes in board or employment status, and by October 1, 2031.

Does Neil Blumenthal have additional indirect ownership in Warby Parker shares?

Yes. The report lists additional indirect holdings of Class B and Class A shares through several trusts, including the Royal Blue Aries Trust, Tiffany Blue Gemini Trust, Neil H. Blumenthal 2011 Family Trust, Teal Aquarius Trust, Cobalt Pisces Trust, and Sky Scorpio 2 Trust.