WRBY Insider Filing: Gilboa Reports RSU Vesting and 5,429-Share Disposition

Rhea-AI Filing Summary

David A. Gilboa, Co-Chief Executive Officer and director of Warby Parker Inc. (WRBY), reported transactions dated 09/03/2025 related to restricted stock unit vesting and related share withholdings and dispositions. The filing shows 9,815 Class A shares acquired at $0 (vesting), and 5,429 Class A shares disposed at $25.55 (withheld to cover taxes). The report records vesting of 44,640 RSUs that convert into Class B shares and additional RSU vesting across other tranches. Following the reported transactions, the filing lists beneficial holdings across Class A and Class B shares, and indicates certain Class B shares are held indirectly by the David A. Gilboa 2012 Family Trust. The form was signed by an attorney-in-fact on 09/05/2025.

Positive

• RSU vesting increases insider alignment with company performance via 44,640 RSUs converting into Class B shares
• Disclosure of indirect holdings (David A. Gilboa 2012 Family Trust) improves transparency about beneficial ownership

Negative

• Disposition of 5,429 Class A shares at $25.55 reduces direct share count (reported as a sale/withholding) which may be interpreted as insider liquidity
• Significant number of convertible Class B shares exist, which could dilute Class A on conversion (conversion terms are disclosed)

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting with small share disposition for tax withholding; not a major shift in control.

The Form 4 documents standard compensation vesting activity and tax-withholding dispositions by Co-CEO David A. Gilboa. The acquisition of 9,815 Class A shares at $0 reflects RSU vesting and the disposition of 5,429 Class A shares at $25.55 appears tied to withholding obligations rather than an open-market sale. The filing also reports a large RSU vesting tranche of 44,640 units converting into Class B equity, increasing long-term beneficial ownership. These are material for disclosure but represent routine insider compensation mechanics rather than an operational change.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting for executive compensation vesting and related withholding.

The submission identifies the reporting person as both an officer and director and discloses direct and indirect holdings, including Class B shares convertible to Class A. The presence of indirect holdings via the 2012 Family Trust is properly noted. Withholdings to cover tax obligations are explicitly recorded. The items disclosed are governance-relevant for transparency but do not indicate a change in board control or extraordinary corporate action.

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)
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	38,290	D
Class A Common Stock	09/03/2025		F(1)		5,429	D	$25.55	32,861	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)	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	5,337,557	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	5,313,920	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	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.

	/s/ Chris Utecht, Attorney-in-Fact	09/05/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did David A. Gilboa report on WRBY Form 4?

The filing reports 9,815 Class A shares acquired at $0 (RSU vesting) and 5,429 Class A shares disposed at $25.55 (withholding/disposition) on 09/03/2025.

How many RSUs vested according to the Form 4 for WRBY?

The report shows a vesting event involving 44,640 RSUs that convert into Class B Common Stock, plus additional RSU tranches reported.

Are any shares held indirectly by David Gilboa?

Yes. The filing discloses indirect beneficial ownership via the David A. Gilboa 2012 Family Trust.

Why were shares disposed at $25.55 in the filing?

The filing indicates shares were withheld to cover required tax withholding obligations in connection with RSU vesting; the price recorded is $25.55.

When were these transactions reported and signed?

Transactions are dated 09/03/2025 and the Form 4 was signed by an attorney-in-fact on 09/05/2025.