Warby Parker Form 4: RSU Vesting Triggers Tax Withholding and Insider Sale

Rhea-AI Filing Summary

Steven Clive Miller, Chief Financial Officer of Warby Parker Inc. (WRBY), reported transactions on 09/03/2025 showing RSU vesting and an open-market sale. The filing shows 28,475 shares of Class A common stock were withheld to cover taxes related to RSU vesting, and 15,752 shares were sold at $25.55 per share. After these transactions Mr. Miller beneficially owned 233,123 Class A shares directly. Multiple RSU grants vested on 09/03/2025, adding thousands of underlying shares to his derivative holdings while several outstanding RSU schedules continue to vest monthly.

Positive

• Substantial retained ownership: Reporting person continues to beneficially own 233,123 Class A shares after transactions
• Timely disclosure: Transactions and RSU vesting events are reported on Form 4 with explicit quantities and prices

Negative

• Insider sale: 15,752 shares were sold at $25.55, representing a partial disposal of holdings
• Tax withholding from RSU vesting: 28,475 shares were withheld to satisfy tax obligations, reducing immediate share ownership

Insights

Financial Analyst

TL;DR: Insider exercised/vested RSUs and sold a portion at $25.55, leaving significant remaining ownership; impact appears routine.

The Form 4 documents a scheduled RSU vesting event and a contemporaneous sale that appears to cover ordinary liquidity and tax obligations rather than a broad divestiture. With 233,123 Class A shares remaining and multiple RSU schedules continuing to vest monthly, the CFO retains substantial exposure to company equity. The sale of 15,752 shares at $25.55 and withholding of 28,475 shares for taxes are specific, quantifiable actions reported on 09/03/2025.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive compensation mechanics; disclosure is complete and timely per Section 16 rules.

The filing discloses RSU vesting and tax withholding along with a reported sale. The reporting was executed via attorney-in-fact signature and lists precise counts for withheld shares and sold shares, consistent with compliance expectations. No officer departures, option exercises beyond RSU vesting, or atypical transactions are reported, so governance implications are limited to routine insider activity.

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^*

Miller Steven Clive

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		M		28,475	A	$0	248,875	D
Class A Common Stock	09/03/2025		F(1)		15,752	D	$25.55	233,123	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
Restricted Stock Units	(2)	09/03/2025		M			3,398(3)	(4)	(4)	Class A Common Stock	3,398	$0	0	D
Restricted Stock Units	(2)	09/03/2025		M			8,879(3)	(5)	(5)	Class A Common Stock	8,879	$0	50,319	D
Restricted Stock Units	(2)	09/03/2025		M			10,554(3)	(6)	(6)	Class A Common Stock	10,554	$0	102,026	D
Restricted Stock Units	(2)	09/03/2025		M			5,644(3)	(7)	(7)	Class A Common Stock	5,644	$0	77,134	D

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 Company's Class A Common Stock.

3. This filing relates to the occurrence of a RSU vesting event.

4. The RSUs will vest in 48 monthly installments beginning on July 1, 2021.

5. The RSUs will vest in 48 substantially equal monthly installments beginning on February 3, 2023.

6. The RSUs will vest in 48 substantially equal monthly installments beginning on January 1, 2024.

7. The RSUs will vest in 48 substantially equal monthly installments beginning on January 1, 2025.

	/s/ Chris Utecht, Attorney-in-Fact	09/05/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did WRBY CFO Steven Clive Miller report on 09/03/2025?

The Form 4 reports RSU vesting events, 28,475 Class A shares withheld for taxes, and a sale of 15,752 shares at $25.55 on 09/03/2025.

How many Class A shares does the reporting person own after the reported transactions?

After the transactions the reporting person beneficially owned 233,123 Class A shares.

Were the reported transactions part of RSU vesting schedules?

Yes. The filing states the transactions relate to RSU vesting events and details multiple RSU schedules that vest in 48 monthly installments beginning on specified start dates.

What price were the sold shares transacted at?

The sale was reported at a price of $25.55 per share for 15,752 shares.

Does the filing indicate any change in officer status for the reporting person?

No. The filing lists the reporting person as Chief Financial Officer and does not indicate any change in officer status.