Warby Parker (WRBY) Co-CEO Discloses Class A Conversions and Sales

Rhea-AI Filing Summary

Warby Parker Inc. (WRBY) reporting person David A. Gilboa disclosed insider transactions on 09/17/2025 and 09/18/2025. The filing shows conversions and sales executed pursuant to a Rule 10b5-1 trading plan adopted March 14, 2025. On 09/17/2025 he converted 600 shares (Code C) and sold 600 Class A shares at an average price of $27.52, leaving 32,861 Class A shares directly owned. On 09/18/2025 he converted 58,360 shares and sold 58,360 Class A shares at an average price of $27.58, resulting in 32,861 Class A shares directly owned after the transactions. The derivative table shows large Class B holdings convertible one-for-one into Class A, and an indirect holding of 1,656,770 Class A-equivalent shares held by the David A. Gilboa 2012 Family Trust.

Positive

• Trades executed under a Rule 10b5-1 trading plan, indicating pre-planned transactions that provide an affirmative defense under insider trading rules
• Filer disclosed average price ranges and offered to provide detailed per-trade data on request, supporting transparency

Negative

• Insider sales of 58,960 Class A shares (600 on 09/17/2025 and 58,360 on 09/18/2025) reduce the reporting person’s direct Class A holdings
• Direct Class A ownership fell to 32,861 shares after the reported transactions

Insights

Corporate Governance Expert

TL;DR: CEO sold shares under a pre-established 10b5-1 plan; conversions and sales appear orderly but reduce direct holdings.

The reporting shows David Gilboa, a co-CEO and director, converting Class B to Class A shares and selling a total of 58,960 Class A shares across two days under a Rule 10b5-1 plan. The use of a trading plan indicates trades were pre-planned and intended to provide affirmative defense under Rule 10b5-1. Despite the sales, substantial voting and economic exposure remains via Class B shares and an indirect trust holding of 1,656,770 Class A-equivalent shares, preserving long-term alignment with shareholders from a governance perspective.

Securities/Insider Transactions Analyst

TL;DR: Material insider sales executed at average prices ~$27.5; disclosed average execution ranges and offered to provide detailed price-level data on request.

The Form 4 discloses average execution prices and notes multiple executions with price ranges: $27.50–$27.57 on 09/17/2025 and $27.50–$27.78 on 09/18/2025. The filer commits to provide per-trade price/quantity details upon request, which supports transparency. From an investor-impact viewpoint, the sales are explicit and documented but are identified as plan-driven rather than opportunistic, reducing signal strength regarding management's view on near-term valuation.

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

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).

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)
09/17/2025

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	09/17/2025		C		600	A	$0	33,461	D
Class A Common Stock	09/17/2025		S(1)		600	D	$27.52(2)	32,861	D
Class A Common Stock	09/18/2025		C		58,360	A	$0	91,221	D
Class A Common Stock	09/18/2025		S(1)		58,360	D	$27.58(3)	32,861	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)	09/17/2025		C			600	(4)(5)	(4)(5)	Class A Common Stock	600	$0	5,272,280	D
Class B Common Stock	(4)(5)	09/18/2025		C			58,360	(4)(5)	(4)(5)	Class A Common Stock	58,360	$0	5,213,920	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 March 14, 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 $27.50 to $27.57 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 $27.50 to $27.78 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	09/19/2025
	** Signature of Reporting Person	Date
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FAQ

What did David A. Gilboa report on the Form 4 for WRBY?

The Form 4 reports conversions and sales on 09/17/2025 and 09/18/2025, showing 600 and 58,360 Class A shares sold respectively, executed under a Rule 10b5-1 trading plan.

How many shares did Gilboa own after the transactions?

The filing reports 32,861 Class A shares directly owned following the reported transactions.

At what prices were the WRBY shares sold?

The reported average execution prices were $27.52 for the 09/17 sales (range $27.50–$27.57) and $27.58 for the 09/18 sales (range $27.50–$27.78); per-trade details are available on request.

Do the transactions affect Gilboa’s overall voting/economic exposure?

The filing shows substantial convertible Class B holdings and an indirect holding of 1,656,770 Class A-equivalent shares held by the David A. Gilboa 2012 Family Trust, indicating continued significant exposure.

Were the sales discretionary or part of a pre-established plan?

The sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on March 14, 2025, per the filing.