STOCK TITAN

Warby Parker co-CEO vests 44,640 Class B shares

Warby Parker’s co-CEO reported RSU vesting into Class A and B shares, with part of the stock withheld at $24.19 per share to cover tax obligations.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Warby Parker Inc. (WRBY) reported that Co-Chief Executive Officer and director Neil Harris Blumenthal had multiple equity award vesting and conversion transactions on September 2, 2026. Several blocks of Restricted Stock Units vested and were settled into Class A and Class B common stock, with a portion of the resulting shares withheld to satisfy tax obligations.

RSUs representing 44,640 shares of Class B Common Stock vested under a grant scheduled over 60 monthly installments beginning July 1, 2021, and RSUs representing 9,815 and 10,983 shares of Class A Common Stock vested under grants scheduled over 36 monthly installments beginning January 1, 2025 and January 1, 2026, respectively. In connection with these vestings, the issuer withheld 11,504 Class A shares and 23,637 Class B shares at $24.19 per share for required tax withholding obligations. Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and is subject to automatic conversion under specified transfer, time-based and service-based conditions. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Blumenthal Neil Harris
Role Co-Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3, F4 44,640 $0.00 $0.00
Exercise Class B Common Stock F5, F6 44,640 $0.00 $0.00
Tax Withholding Class B Common Stock F5, F6, F7 23,637 $24.19 $572K
Exercise Restricted Stock Units F8, F3, F9 9,815 $0.00 $0.00
Exercise Restricted Stock Units F8, F3, F10 10,983 $0.00 $0.00
Exercise Class A Common Stock 9,815 $0.00 $0.00
Exercise Class A Common Stock 10,983 $0.00 $0.00
Tax Withholding Class A Common Stock F1 11,504 $24.19 $278K
holding Class B Common Stock F5, F6 -- -- --
holding Class B Common Stock F5, F6 -- -- --
holding Class B Common Stock F5, F6 -- -- --
holding Class B Common Stock F5, F6 -- -- --
holding Class B Common Stock F5, F6 -- -- --
holding Class B Common Stock F5, F6 -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 494,933 contracts (Direct); Class B Common Stock — 3,441,453 contracts (Direct); Class A Common Stock — 40,406 shares (Direct); Class B Common Stock — 200,000 contracts (Indirect, By Royal Blue Aries Trust); Class B Common Stock — 200,000 contracts (Indirect, By Tiffany Blue Gemini Trust); Class B Common Stock — 1,548,334 contracts (Indirect, By Neil H. Blumenthal 2011 Family Trust); Class B Common Stock — 385,221 contracts (Indirect, By Teal Aquarius Trust); Class B Common Stock — 800,000 contracts (Indirect, By Cobalt Pisces Trust); Class B Common Stock — 722,307 contracts (Indirect, By Sky Scorpio 2 Trust); Class A Common Stock — 200,000 shares (Indirect, By Royal Blue Aries Trust); Class A Common Stock — 200,000 shares (Indirect, By Tiffany Blue Gemini Trust)
Footnotes (10)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
  3. F3. This filing relates to the occurrence of a RSU vesting event.
  4. F4. The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
  5. F5. 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. F6. 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. F7. 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. F8. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  9. F9. The RSUs will vest in 36 monthly installments beginning on January 1, 2025.
  10. F10. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
RSUs vested into Class B Common Stock 44,640 shares RSUs vesting in 60 monthly installments beginning July 1, 2021
RSUs vested into Class A Common Stock 9,815 shares 36 monthly installments beginning January 1, 2025
Additional RSUs vested into Class A Common Stock 10,983 shares 36 monthly installments beginning January 1, 2026
Class A shares withheld for taxes 11,504 shares Withheld to cover required tax withholding obligations on RSU vesting
Class B shares withheld for taxes 23,637 shares Withheld to cover required tax withholding obligations on RSU vesting
Tax withholding price $24.19 per share Price used for Class A and Class B shares withheld for tax obligations
Exercise or conversion shares in derivative transactions 110,078 shares Total derivative exercises or conversions reported in this Form 4
Class B indirectly held by Neil H. Blumenthal 2011 Family Trust 1,548,334 shares Reported as indirect ownership, each share convertible to one Class A share
Restricted Stock Units financial
"This filing relates to the occurrence of a RSU vesting event."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class B Common Stock financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock."
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.
Class A Common Stock financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
tax withholding obligations financial
"Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations"
permitted ownership group financial
"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"

FAQ

What equity transactions did WRBY’s co-CEO Neil Blumenthal report on this Form 4?

He reported RSU vesting events on September 2, 2026 that converted into Class A and Class B common stock, along with related share withholding transactions to cover tax withholding obligations at a reported price of $24.19 per share.

How many WRBY Class B shares vested for Neil Blumenthal in this filing?

Restricted Stock Units representing 44,640 shares of Class B Common Stock vested. These RSUs vest in 60 monthly installments beginning on July 1, 2021, and each RSU represents a contingent right to receive one share of Class B Common Stock.

How many WRBY Class A shares vested for Neil Blumenthal in this Form 4?

Two RSU grants vested, representing 9,815 and 10,983 shares of Class A Common Stock. These RSUs vest in 36 monthly installments beginning on January 1, 2025 and January 1, 2026, respectively, each RSU equal to one share of Class A stock.

What shares were withheld for tax obligations in Neil Blumenthal’s WRBY transactions?

The issuer withheld 11,504 shares of Class A Common Stock and 23,637 shares of Class B Common Stock to satisfy required tax withholding obligations in connection with the RSU vesting events, at a reported price of $24.19 per share.

How is WRBY’s Class B Common Stock convertible into Class A Common Stock?

Each share of Class B Common Stock is convertible at any time at the holder’s option into one share of Class A Common Stock. It will also automatically convert one-for-one upon certain transfers outside permitted ownership groups, on October 1, 2031, or upon specified changes in service status or death/disability of key founders.

Were Neil Blumenthal’s WRBY transactions reported as under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is affirmed for these transactions, and the related footnotes describe the transactions in terms of RSU vesting and associated tax withholding obligations.

What indirect WRBY holdings tied to Neil Blumenthal are noted in this Form 4?

The filing lists indirect holdings of Class B Common Stock (each convertible one-for-one into Class A) by several trusts, including 200,000 shares each by the Royal Blue Aries and Tiffany Blue Gemini Trusts, 1,548,334 by the Neil H. Blumenthal 2011 Family Trust, and other named trusts with specified share amounts.

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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).
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)
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)
09/02/2026
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 Stock09/02/2026M9,815A$040,927D
Class A Common Stock09/02/2026M10,983A$051,910D
Class A Common Stock09/02/2026F(1)11,504D$24.1940,406D
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
Restricted Stock Units(2)09/02/2026M44,640(3) (4) (4)Class B Common Stock44,640$0333,144D
Class B Common Stock(5)(6)09/02/2026M44,640 (5)(6) (5)(6)Class A Common Stock44,640$03,465,090D
Class B Common Stock(5)(6)09/02/2026F23,637(7) (5)(6) (5)(6)Class A Common Stock23,637$24.193,441,453D
Restricted Stock Units(8)09/02/2026M9,815(3) (9) (9)Class A Common Stock9,815$055,622D
Restricted Stock Units(8)09/02/2026M10,983(3) (10) (10)Class A Common Stock10,983$0106,167D
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock200,000200,000IBy Royal Blue Aries Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock200,000200,000IBy Tiffany Blue Gemini Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock1,548,3341,548,334IBy Neil H. Blumenthal 2011 Family Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock385,221385,221IBy Teal Aquarius Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock800,000800,000IBy Cobalt Pisces Trust
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock722,307722,307IBy 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.
10. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
Remarks:
/s/ Chris Utecht, Attorney-in-Fact09/04/2026
** 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)

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