Warby Parker (WRBY) Co-CEO reports RSU vesting, share withholding for taxes

Rhea-AI Filing Summary

Warby Parker Inc. Co-CEO Neil Blumenthal reported multiple equity transactions tied to restricted stock unit (RSU) vesting on March 5, 2026. He acquired 44,640 shares of Class B Common Stock and 13,475 shares of Class A Common Stock through exercises or conversions of RSUs at $0.00 per share.

To cover required tax withholding obligations from these RSU vesting events, the issuer withheld 23,637 shares of Class B Common Stock and 7,453 shares of Class A Common Stock at a price of $27.36 per share. Following these transactions, his directly held balances included 3,119,614 shares of Class B Common Stock and 50,165 shares of Class A Common Stock, with additional indirect holdings through various trusts.

Footnotes explain that each RSU represents a right to receive one share of Class A or Class B Common Stock and describe vesting schedules, including 60 monthly installments beginning on July 1, 2021 and 36 monthly installments beginning on January 1, 2025 and January 1, 2026. They also detail that Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis, subject to specified conditions.

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)
03/05/2026

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	03/05/2026		M		13,475	A	$0	57,618	D
Class A Common Stock	03/05/2026		F(1)		7,453	D	$27.36	50,165	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)	03/05/2026		M			44,640(3)	(4)	(4)	Class B Common Stock	44,640	$0	422,424	D
Class B Common Stock	(5)(6)	03/05/2026		M		44,640		(5)(6)	(5)(6)	Class A Common Stock	44,640	$0	3,143,251	D
Class B Common Stock	(5)(6)	03/05/2026		F			23,637(7)	(5)(6)	(5)(6)	Class A Common Stock	23,637	$27.36	3,119,614	D
Restricted Stock Units	(8)	03/05/2026		M			9,815(3)	(9)	(9)	Class A Common Stock	9,815	$0	75,253	D
Restricted Stock Units	(8)	03/05/2026		M			3,660(3)	(10)	(10)	Class A Common Stock	3,660	$0	128,133	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.

10. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.

	/s/ Chris Utecht, Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

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

Neil Blumenthal reported RSU vesting-related transactions, acquiring Class A and Class B shares at no cost and surrendering shares to cover taxes. The filing reflects equity compensation mechanics rather than open-market purchases or sales.

How many Warby Parker Class B shares did Neil Blumenthal acquire and dispose of?

He acquired 44,640 shares of Class B Common Stock through RSU exercise or conversion and had 23,637 Class B shares withheld by the issuer at $27.36 per share to satisfy tax obligations arising from RSU vesting.

How were Warby Parker Class A shares affected in Neil Blumenthal’s Form 4?

He acquired 13,475 shares of Class A Common Stock via RSU exercise or conversion, while 7,453 Class A shares were withheld by the issuer at $27.36 per share to cover required tax withholding on the vesting event.

What are the RSU vesting schedules disclosed for Warby Parker (WRBY)?

One RSU grant vests in 60 monthly installments beginning on July 1, 2021. Other RSU grants vest in 36 monthly installments beginning on January 1, 2025 and January 1, 2026, creating a long-term, time-based equity compensation structure.

How did Neil Blumenthal’s direct Warby Parker share ownership change after these transactions?

After the reported RSU exercises, conversions, and tax withholdings, he directly held 3,119,614 shares of Class B Common Stock and 50,165 shares of Class A Common Stock, reflecting updated balances following the March 5, 2026 equity events.

What does the filing say about convertibility of Warby Parker Class B Common Stock?

Class B Common Stock is convertible at any time, at the holder’s option, into Class A Common Stock on a one-to-one basis and will automatically convert upon specified transfer, time-based, or employment and board service-related conditions described in the footnotes.

What indirect Warby Parker share holdings related to Neil Blumenthal are reported?

The filing lists indirect holdings of Class A and Class B shares through several trusts, including 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, each holding distinct share amounts.