[Form 4] Warby Parker Inc. Insider Trading Activity

Rhea-AI Filing Summary

Neil H. Blumenthal, Co-CEO and director of Warby Parker Inc. (WRBY), reported transactions tied to RSU vesting on 09/03/2025. The filing shows 9,815 shares of Class A common stock withheld to satisfy tax-withholding on vested RSUs and a separate 5,429-share sale at $25.55 per share. Following these transactions, Blumenthal directly holds 32,733 Class A shares and materially larger indirect holdings through multiple trusts, including 200,000 shares held by each of two named trusts. The filing documents the conversion mechanics between Class B and Class A shares and details additional RSUs and Class B holdings that underlie substantial indirect economic ownership.

Insights

Financial Analyst

TL;DR: Insider RSU vesting and modest dispositions; large indirect holdings remain intact.

Blumenthal's Form 4 reflects routine executive compensation mechanics: RSU vesting resulted in shares issued and tax-withheld, and a small block of Class A shares was sold at $25.55. The net direct stake after the reported transactions is 32,733 Class A shares, while substantial indirect positions are held across multiple trusts totaling millions of Class A-equivalent shares. For investors, these entries signal management realizing some vested equity but retaining significant ownership via trust structures.

Corporate Governance Expert

TL;DR: Governance note: continuing director/officer ownership is preserved through multiple trusts despite routine dispositions.

The filing confirms Blumenthal's dual role as Co-CEO and director and shows conversion rights and transfer conditions for Class B shares. The disclosure of withholding to cover taxes and a small sale are standard outcomes of RSU vesting. The trusts and conversion clauses maintain control-linked economics while allowing liquidity from vested awards; no removal, resignation, or triggering governance events are reported.

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^*

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)
09/03/2025

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	09/03/2025		M		9,815	A	$0	38,162	D
Class A Common Stock	09/03/2025		F(1)		5,429	D	$25.55	32,733	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
Restricted Stock Units	(2)	09/03/2025		M			44,640(3)	(4)	(4)	Class B Common Stock	44,640	$0	521,616	D
Class B Common Stock	(5)(6)	09/03/2025		M		44,640		(5)(6)	(5)(6)	Class A Common Stock	44,640	$0	3,451,905	D
Class B Common Stock	(5)(6)	09/03/2025		F			23,637(7)	(5)(6)	(5)(6)	Class A Common Stock	23,637	$25.55	3,428,268	D
Restricted Stock Units	(8)	09/03/2025		M			9,815(3)	(9)	(9)	Class A Common Stock	9,815	$0	94,884	D
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	200,000		200,000	I	By Royal Blue Aries Trust
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	200,000		200,000	I	By Tiffany Blue Gemini Trust
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	1,548,334		1,548,334	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	385,221		385,221	I	By Teal Aquarius Trust
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	800,000		800,000	I	By Cobalt Pisces Trust
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	1,000,000		1,000,000	I	By Sky Scorpio 2 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 Issuer'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.

	/s/ Chris Utecht, Attorney-in-Fact	09/05/2025
	** 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 Neil H. Blumenthal report on the Form 4 for WRBY?

The Form 4 reports RSU vesting on 09/03/2025, 9,815 Class A shares withheld for taxes, and a sale of 5,429 Class A shares at $25.55 per share.

How many Class A shares does Neil Blumenthal directly own after these transactions (WRBY)?

Following the reported transactions, the filing shows 32,733 Class A shares beneficially owned directly.

Does Neil Blumenthal hold additional WRBY shares indirectly?

Yes. The filing discloses indirect holdings through multiple trusts including 200,000 shares by Royal Blue Aries Trust and 200,000 by Tiffany Blue Gemini Trust, plus larger Class B holdings convertible to Class A equivalents.

Were any Class B shares converted or subject to conversion terms in this filing (WRBY)?

The filing explains Class B shares are convertible one-for-one into Class A and lists conditions that trigger automatic conversion; specific automatic conversions were not reported in this Form 4.

Why were shares withheld in connection with the RSU vesting?

The filing states 9,815 Class A shares were withheld by the issuer to cover required tax-withholding obligations arising from RSU vesting.