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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 44,640 | $0.00 | -- |
| Exercise | Class B Common Stock | 44,640 | $0.00 | -- |
| Tax Withholding | Class B Common Stock | 23,637 | $25.55 | $604K |
| Exercise | Restricted Stock Units | 9,815 | $0.00 | -- |
| Exercise | Class A Common Stock | 9,815 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 5,429 | $25.55 | $139K |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock. This filing relates to the occurrence of a RSU vesting event. The RSUs will vest in 60 monthly installments beginning on July 1, 2021. 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, 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. Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. The RSUs will vest in 36 monthly installments beginning on January 1, 2025.
