Warby Parker (NYSE: WRBY) Co-CEO details January 2026 planned share sales

Rhea-AI Filing Summary

Warby Parker Inc. Co-CEO David Gilboa reported share conversions and sales in early January 2026. On January 7, 2026, he converted 75,000 shares of Class B Common Stock into Class A Common Stock at $0 and then sold 75,000 Class A shares at an average price of $27.09, with individual trades ranging from $27.00 to $27.23. On January 9, 2026, he similarly converted 19,906 Class B shares to Class A at $0 and sold 19,906 Class A shares at an average price of $29.09, with prices from $29.00 to $29.20.

These transactions were executed under a Rule 10b5-1 trading plan adopted on September 16, 2025. After these moves, Gilboa directly holds 37,247 Class A shares and 4,690,017 Class B shares, and there is an additional 1,656,770 Class A shares reported as indirectly held through the David A. Gilboa 2012 Family Trust. The Class B stock is convertible into Class A on a one-to-one basis under 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

OMB APPROVAL

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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).

X

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)
01/07/2026

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	01/07/2026		C		75,000	A	$0	112,247	D
Class A Common Stock	01/07/2026		S(1)		75,000	D	$27.09(2)	37,247	D
Class A Common Stock	01/09/2026		C		19,906	A	$0	57,153	D
Class A Common Stock	01/09/2026		S(1)		19,906	D	$29.09(3)	37,247	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
Class B Common Stock	(4)(5)	01/07/2026		C			75,000	(4)(5)	(4)(5)	Class A Common Stock	75,000	$0	4,709,923	D
Class B Common Stock	(4)(5)	01/09/2026		C			19,906	(4)(5)	(4)(5)	Class A Common Stock	19,906	$0	4,690,017	D
Class B Common Stock	(4)(5)							(4)(5)	(4)(5)	Class A Common Stock	1,656,770		1,656,770	I	By David A. Gilboa 2012 Family Trust

Explanation of Responses:

1. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025.

2. The price reported in Column 4 is an average execution price rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.23 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

3. The price reported in Column 4 is an average execution price rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.20 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

4. 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,

5. 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.

	/s/ Chris Utecht, Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did WRBY Co-CEO David Gilboa report in this Form 4?

Co-CEO David Gilboa reported converting Class B Common Stock into Class A Common Stock and selling those Class A shares on January 7, 2026 and January 9, 2026. The transactions involved both zero-cost conversions and open market sales of the resulting Class A shares.

How many Warby Parker (WRBY) shares did David Gilboa sell and at what prices?

Gilboa sold 75,000 Class A shares on January 7, 2026 at an average price of $27.09 per share, with trades from $27.00 to $27.23. He sold another 19,906 Class A shares on January 9, 2026 at an average of $29.09 per share, with prices from $29.00 to $29.20.

Were David Gilboas WRBY share sales under a Rule 10b5-1 trading plan?

Yes. The filing states that the share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025. Such plans allow pre-arranged trading according to preset instructions.

What WRBY share holdings does David Gilboa report after these transactions?

After the reported transactions, Gilboa directly holds 37,247 shares of Class A Common Stock and 4,690,017 shares of Class B Common Stock. The filing also reports 1,656,770 shares of Class A Common Stock as indirectly held through the David A. Gilboa 2012 Family Trust.

How does Warby Parkers Class B Common Stock held by David Gilboa work?

The filing explains that Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis at the holders option. It will also automatically convert into Class A under specified conditions, including certain transfers outside permitted ownership groups, on October 1, 2031, or upon defined board or employment status changes and life events for the founders.

What indirect WRBY ownership is reported via the David A. Gilboa 2012 Family Trust?

The derivative securities table reports 1,656,770 shares of Class A Common Stock as indirectly owned, with the nature of indirect beneficial ownership described as "By David A. Gilboa 2012 Family Trust".