STOCK TITAN

Warby Parker (NYSE: WRBY) Co-CEO sells 63K shares in planned trade

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Warby Parker Co-Chief Executive Officer Neil Blumenthal reported an exercise-and-sell transaction involving the company’s dual-class shares. On May 19, 2026, he converted 63,040 shares of Class B Common Stock into the same number of Class A shares, then sold 63,040 Class A shares in open-market trades at an average price of $30.03 per share pursuant to a Rule 10b5-1 trading plan adopted on September 16, 2025. After these trades, he directly holds 50,165 Class A shares and 2,956,574 Class B shares, and also has substantial indirect holdings through multiple family trusts. The filing notes that each share of Class B is convertible into one Class A share and will automatically convert upon certain governance, employment, transfer, or time-based triggers, including an automatic conversion by October 1, 2031 under specified conditions.

Positive

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Negative

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Insider Blumenthal Neil Harris
Role Co-Chief Executive Officer
Sold 63,040 shs ($1.89M)
Type Security Shares Price Value
Conversion Class B Common Stock 63,040 $0.00 --
Conversion Class A Common Stock 63,040 $0.00 --
Sale Class A Common Stock 63,040 $30.03 $1.89M
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 2,956,574 shares (Direct, null); Class A Common Stock — 113,205 shares (Direct, null); Class B Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust); Class A Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust)
Footnotes (1)
  1. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025. 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 $29.99 to $30.19 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. 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, 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.
Shares sold 63,040 shares Class A Common Stock sold on May 19, 2026
Average sale price $30.03/share Open-market sale of Class A shares
Direct Class A holdings 50,165 shares Shares of Class A Common Stock after transaction
Direct Class B holdings 2,956,574 shares Shares of Class B Common Stock after transaction
Converted shares 63,040 shares Class B converted into Class A Common Stock
Indirect derivative position 1,000,000 underlying shares Class B Common Stock indirectly convertible into Class A
Indirect derivative position 1,548,334 underlying shares Class B Common Stock in Neil H. Blumenthal 2011 Family Trust
10b5-1 plan adoption date September 16, 2025 Date trading plan for these sales was adopted
Rule 10b5-1 trading plan regulatory
"These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Conversion of derivative security financial
"transaction_code_description: Conversion of derivative security"
permitted ownership group regulatory
"transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group"
automatic conversion financial
"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 ... (ii) October 1, 2031"
SEC Form 4
FORM 4UNITED 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*
Blumenthal Neil Harris

(Last)(First)(Middle)
C/O WARBY PARKER INC.,
233 SPRING STREET, 6TH FLOOR EAST

(Street)
NEW YORK NEW YORK 10013

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Warby Parker Inc. [ WRBY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/19/2026C63,040A$0113,205D
Class A Common Stock05/19/2026S(1)63,040D$30.03(2)50,165D
Class A Common Stock200,000IBy Royal Blue Aries Trust
Class A Common Stock200,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(3)(4)05/19/2026C63,040 (3)(4) (3)(4)Class A Common Stock63,040$02,956,574D
Class B Common Stock(3)(4) (3)(4) (3)(4)Class A Common Stock200,000200,000IBy Royal Blue Aries Trust
Class B Common Stock(3)(4) (3)(4) (3)(4)Class A Common Stock200,000200,000IBy Tiffany Blue Gemini Trust
Class B Common Stock(3)(4) (3)(4) (3)(4)Class A Common Stock1,548,3341,548,334IBy Neil H. Blumenthal 2011 Family Trust
Class B Common Stock(3)(4) (3)(4) (3)(4)Class A Common Stock385,221385,221IBy Teal Aquarius Trust
Class B Common Stock(3)(4) (3)(4) (3)(4)Class A Common Stock800,000800,000IBy Cobalt Pisces Trust
Class B Common Stock(3)(4) (3)(4) (3)(4)Class A Common Stock1,000,0001,000,000IBy Sky Scorpio 2 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 $29.99 to $30.19 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-Fact05/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Neil Blumenthal report in Warby Parker (WRBY) Form 4?

Neil Blumenthal reported converting 63,040 Class B shares into Class A and selling 63,040 Class A shares. The sale occurred on May 19, 2026, as open-market transactions executed under a pre-arranged Rule 10b5-1 trading plan adopted in September 2025.

How many Warby Parker (WRBY) shares did Neil Blumenthal sell and at what price?

He sold 63,040 shares of Warby Parker Class A Common Stock at an average price of $30.03 per share. The filing notes these shares were sold in multiple transactions with prices ranging from $29.99 to $30.19, all on May 19, 2026.

What are Neil Blumenthal’s Warby Parker (WRBY) holdings after this Form 4 transaction?

After the reported transactions, Neil Blumenthal directly holds 50,165 shares of Class A Common Stock and 2,956,574 shares of Class B Common Stock. He also has additional indirect interests through several family trusts holding Class A and Class B shares convertible into Class A.

Was Neil Blumenthal’s Warby Parker (WRBY) share sale pre-planned under Rule 10b5-1?

Yes. The filing states the share sales were executed under a Rule 10b5-1 trading plan adopted by Neil Blumenthal on September 16, 2025. Such plans allow pre-scheduled trades, reducing the significance of trade timing as an indicator of management’s short-term outlook.

How do Warby Parker (WRBY) Class B shares convert into Class A shares?

Each share of Warby Parker Class B Common Stock is convertible into one Class A share at the holder’s option. Class B also automatically converts into Class A upon certain events, including specific transfer restrictions, governance or employment changes, and by October 1, 2031 under detailed conditions.

What is the net share impact of Neil Blumenthal’s Form 4 transactions for Warby Parker (WRBY)?

The filing shows a net disposition of 63,040 shares of Class A Common Stock through open-market sales. This occurred alongside the conversion of 63,040 Class B shares into Class A, effectively turning part of his Class B position into cash while retaining large remaining holdings.