Warby Parker Co‑CEO David Gilboa Sells 41,040 Shares; Retains 1.66M Indirect Stake

Rhea-AI Filing Summary

David A. Gilboa, Co‑CEO and director of Warby Parker Inc. (WRBY), reported preplanned sales under a Rule 10b5‑1 plan. On 09/11/2025 he purchased 41,040 shares of Class A common stock at $0 (conversion of Class B into A) and sold 41,040 shares of Class A common stock at an average execution price of $27.53, in multiple transactions priced between $27.50 and $27.59. Following these transactions he directly beneficially owned 32,861 shares and indirectly owned 1,656,770 shares through the 2012 Family Trust. The report states the Class B shares convert one‑for‑one into Class A shares under specified conditions and that the sales were effected pursuant to a 10b5‑1 plan adopted March 14, 2025.

Positive

• Sales executed under a Rule 10b5‑1 trading plan adopted March 14, 2025, which provides an affirmative defense against insider trading allegations
• Insider retains substantial indirect ownership (1,656,770 Class A shares via the 2012 Family Trust), indicating continued economic interest
• Clear disclosure of sale price range and average execution price ($27.50–$27.59; average $27.53) enhancing transparency

Negative

• Reduction in direct holdings to 32,861 Class A shares after the reported sale of 41,040 shares
• Materiality of proceeds not disclosed (total cash received from the sale is not explicitly stated in the filing)

Insights

Financial Analyst

TL;DR: Insider sold 41,040 shares under a prearranged 10b5‑1 plan; remaining indirect stake remains substantial.

The transaction shows an insider following a documented trading plan rather than an opportunistic sale. The average execution price of $27.53 and the narrow price range suggest routine disposition rather than distressed selling. Direct holdings after the trade are 32,861 shares while indirect ownership via the 2012 Family Trust is 1,656,770 shares, preserving meaningful economic interest and control. For investors, this is informative about insider liquidity but not necessarily a signal of changing confidence given the 10b5‑1 structure.

Corporate Governance Expert

TL;DR: Use of a documented 10b5‑1 plan provides procedural compliance and defense against allegations of trading on nonpublic information.

The filing clearly discloses the adoption date of the 10b5‑1 plan (March 14, 2025) and the use of an attorney‑in‑fact signature, which aligns with standard governance practices for planned insider transactions. The report also explains Class B to Class A conversion mechanics and conditions, improving transparency on voting/ownership structure. No amendment or corrective disclosure is indicated, and the sale appears consistent with preauthorized terms.

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)
09/11/2025

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	09/11/2025		C		41,040	A	$0	73,901	D
Class A Common Stock	09/11/2025		S(1)		41,040	D	$27.53(2)	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	(3)(4)	09/11/2025		C			41,040	(3)(4)	(3)(4)	Class A Common Stock	41,040	$0	5,272,880	D
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	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 $27.59 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 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,

4. 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	09/15/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What did Warby Parker (WRBY) insider David A. Gilboa do on 09/11/2025?

He sold 41,040 shares of Class A common stock at an average price of $27.53 and acquired 41,040 Class A shares via conversion of Class B stock as reported on the Form 4.

Were the sales by David A. Gilboa part of a preplanned trading program?

Yes. The filing states the sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on March 14, 2025.

How many WRBY shares does David A. Gilboa beneficially own after the transaction?

He directly beneficially owns 32,861 Class A shares and indirectly owns 1,656,770 Class A shares via the 2012 Family Trust.

What price range were the sold WRBY shares executed at?

The shares were sold in multiple transactions at prices ranging from $27.50 to $27.59, with an average execution price of $27.53.

Does the filing explain Class B to Class A conversion terms?

Yes. The Form 4 explains Class B common stock converts one‑for‑one into Class A common stock and lists conditions and dates on which automatic conversion may occur.