Warby Parker (NYSE: WRBY) Co-CEO discloses RSU vesting, tax share withholding and trust holdings

Rhea-AI Filing Summary

Warby Parker Inc. insider activity centers on RSU vesting and related share movements. On 12/02/2025, the Co-Chief Executive Officer and director reported the vesting of restricted stock units, resulting in the acquisition of 9,816 shares of Class A Common Stock at an exercise price of $0 and a Form 4 transaction code of "M." To cover required tax withholding obligations tied to this vesting, 5,430 shares of Class A Common Stock were disposed of at $18.79 under transaction code "F." Following these transactions, the reporting person directly held 37,119 shares of Class A Common Stock, with additional indirect holdings of 200,000 Class A shares through the Royal Blue Aries Trust and 200,000 Class A shares through the Tiffany Blue Gemini Trust. The filing also details derivative holdings, including RSUs and Class B Common Stock that is convertible into Class A Common Stock on a one-to-one basis under specified conditions, with certain RSUs vesting in 60 monthly installments beginning July 1, 2021 and others in 36 monthly installments beginning January 1, 2025.

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)
12/02/2025

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	12/02/2025		M		9,816	A	$0	42,549	D
Class A Common Stock	12/02/2025		F(1)		5,430	D	$18.79	37,119	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)	12/02/2025		M			54,552(3)	(4)	(4)	Class B Common Stock	54,552	$0	467,064	D
Class B Common Stock	(5)(6)	12/02/2025		M		54,552		(5)(6)	(5)(6)	Class A Common Stock	54,552	$0	3,432,820	D
Class B Common Stock	(5)(6)	12/02/2025		F			33,549(7)	(5)(6)	(5)(6)	Class A Common Stock	33,549	$18.79	3,399,271	D
Restricted Stock Units	(8)	12/02/2025		M			9,816(3)	(9)	(9)	Class A Common Stock	9,816	$0	85,068	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.

	/s/ Chris Utecht, Attorney-in-Fact	12/04/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Warby Parker (WRBY) report on this Form 4?

The Co-Chief Executive Officer and director reported the vesting of restricted stock units on 12/02/2025, acquiring 9,816 shares of Class A Common Stock at an exercise price of $0 and disposing of 5,430 Class A shares at $18.79 to satisfy tax withholding.

How many Warby Parker Class A shares does the reporting person hold after the transaction?

After the reported transactions, the insider directly beneficially owned 37,119 shares of Class A Common Stock, in addition to indirect Class A holdings through several trusts.

What indirect Warby Parker (WRBY) Class A holdings are reported for the insider?

The Form 4 shows indirect ownership of 200,000 shares of Class A Common Stock by the Royal Blue Aries Trust and 200,000 shares by the Tiffany Blue Gemini Trust, along with additional indirect holdings tied to other trusts through convertible Class B Common Stock and RSUs.

How are Warby Parker Class B shares treated in this insider filing?

The filing states that Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis, either at the holder’s option at any time or automatically upon certain events, including specified transfers, an October 1, 2031 sunset date, and various employment or board service conditions related to Neil Blumenthal and Dave Gilboa.

What are the vesting schedules for the RSUs reported by the Warby Parker insider?

One RSU grant vests in 60 monthly installments beginning July 1, 2021, and another vests in 36 monthly installments beginning January 1, 2025, with each RSU representing a contingent right to receive one share of Class A or Class B Common Stock as specified.

Why were some Warby Parker shares disposed of in this Form 4?

The filing explains that certain shares of Class A and Class B Common Stock were withheld by the issuer to cover required tax withholding obligations arising from the RSU vesting event.