STOCK TITAN

Warby Parker (NYSE: WRBY) co-CEO nets new shares after RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Warby Parker Inc. co-CEO Neil Blumenthal reported RSU vesting and related share adjustments. Restricted stock units vested into a total of 110,079 shares through derivative exercises across Class A and Class B Common Stock. To cover required tax withholding obligations in connection with these vestings, the issuer withheld 35,142 shares at a price of $24.38 per share, which is treated as a tax-withholding disposition rather than an open-market sale.

Following these transactions, Blumenthal holds 59,981 shares of Class A Common Stock directly and 3,001,214 shares of Class B Common Stock directly, along with additional indirect holdings in several trusts. Footnotes explain that each RSU converts into one share and that Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis, with vesting schedules continuing in monthly installments under prior grant terms.

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Insider Blumenthal Neil Harris
Role Co-Chief Executive Officer
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 $24.38 $576K
Exercise Restricted Stock Units 9,816 $0.00 --
Exercise Restricted Stock Units 10,983 $0.00 --
Exercise Class A Common Stock 9,816 $0.00 --
Exercise Class A Common Stock 10,983 $0.00 --
Tax Withholding Class A Common Stock 11,505 $24.38 $280K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 377,784 shares (Direct, null); Class B Common Stock — 3,001,214 shares (Direct, null); Class A Common Stock — 59,981 shares (Direct, null); Class B Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust); Class A Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust)
Footnotes (1)
  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 Issuer'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. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
RSU exercises 110,079 shares Total shares from derivative exercises/RSU vesting on 2026-06-02
Tax-withholding shares 35,142 shares Shares withheld to cover tax obligations on RSU vesting
Tax-withholding price $24.38 per share Price applied to shares withheld for taxes
Direct Class A holdings 59,981 shares Class A Common Stock directly owned after transactions
Direct Class B holdings 3,001,214 shares Class B Common Stock directly owned after transactions
RSU balance (Class B underlying) 377,784 units Restricted Stock Units with Class B Common Stock underlying after vesting
RSU balance (Class A underlying) 117,150 units Restricted Stock Units with Class A Common Stock underlying after vesting
Restricted Stock Units financial
"This filing relates to the occurrence of a RSU vesting event."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class B Common Stock financial
"The Class B Common Stock is convertible at any time at the option of the holder."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
tax withholding obligations financial
"Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations."
permitted ownership group financial
"transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group"
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock."
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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)
233 SPRING STREET, 6TH FLOOR EAST

(Street)
NEW YORK NEW YORK 10013

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/02/2026M9,816A$059,981D
Class A Common Stock06/02/2026M10,983A$070,964D
Class A Common Stock06/02/2026F(1)11,505D$24.3859,459D
Class A Common Stock200,000IBy Royal Blue Aries Trust
Class A Common Stock200,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)06/02/2026M44,640(3) (4) (4)Class B Common Stock44,640$0377,784D
Class B Common Stock(5)(6)06/02/2026M44,640 (5)(6) (5)(6)Class A Common Stock44,640$03,001,214D
Class B Common Stock(5)(6)06/02/2026F23,637(7) (5)(6) (5)(6)Class A Common Stock23,637$24.382,977,577D
Restricted Stock Units(8)06/02/2026M9,816(3) (9) (9)Class A Common Stock9,816$065,437D
Restricted Stock Units(8)06/02/2026M10,983(3) (10) (10)Class A Common Stock10,983$0117,150D
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock200,000200,000IBy Royal Blue Aries Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock200,000200,000IBy Tiffany Blue Gemini Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock1,548,3341,548,334IBy Neil H. Blumenthal 2011 Family Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock385,221385,221IBy Teal Aquarius Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock800,000800,000IBy Cobalt Pisces Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock1,000,0001,000,000IBy 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.
10. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
Remarks:
/s/ Chris Utecht, Attorney-in-Fact06/04/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Warby Parker (WRBY) co-CEO Neil Blumenthal report in this Form 4?

Neil Blumenthal reported the vesting of restricted stock units that converted into 110,079 shares and related tax-withholding transactions. These entries reflect compensation vesting events and do not show any open-market purchases or sales of Warby Parker stock.

How many Warby Parker RSU shares vested for Neil Blumenthal in this filing?

RSU vesting led to derivative exercises totaling 110,079 shares across Class A and Class B Common Stock. These RSUs convert one-for-one into common shares as they vest under previously established monthly vesting schedules described in the accompanying footnotes.

How many Warby Parker shares were withheld for taxes in Neil Blumenthal’s Form 4?

The issuer withheld 35,142 shares to cover required tax withholding obligations tied to RSU vesting, priced at $24.38 per share. These tax-withholding dispositions are administrative and are not open-market sales initiated for portfolio or valuation reasons.

What are Neil Blumenthal’s direct Warby Parker share holdings after these transactions?

After the reported transactions, Neil Blumenthal directly holds 59,981 shares of Class A Common Stock and 3,001,214 shares of Class B Common Stock. He also has additional indirect holdings and unvested RSUs that may convert into Class A or Class B shares over time.

How do Warby Parker Class B shares reported for Neil Blumenthal convert into Class A?

The footnotes state that each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. Class B will also automatically convert into Class A on a one-to-one basis upon certain governance, employment, transfer, or time-based triggers.

What vesting schedules apply to the RSUs in Neil Blumenthal’s Warby Parker filing?

One RSU grant vests in 60 monthly installments beginning on July 1, 2021, while others vest in 36 monthly installments starting on January 1, 2025 and January 1, 2026. Each RSU represents a contingent right to receive one common share upon vesting.