STOCK TITAN

Warby Parker (WRBY) Co-CEO Gilboa details RSU vesting, tax withholdings in Form 4 filing

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

Rhea-AI Filing Summary

Warby Parker Co-CEO David Gilboa reported routine equity compensation activity tied to restricted stock unit (RSU) vesting. On June 2, 2026, he exercised RSUs to acquire a total of 110,079 shares through multiple transactions, including 10,983 and 9,816 shares of Class A Common Stock and 44,640 shares tied to Class B Common Stock.

To cover required tax withholding obligations from these vestings, the issuer withheld 11,505 shares of Class A Common Stock at $24.38 per share and 23,637 shares of Class B Common Stock at the same price, as described in the footnotes. These F-code dispositions are tax payments, not open‑market sales.

Following these transactions, Gilboa held 59,587 shares of Class A Common Stock directly and 4,651,929 shares of Class B Common Stock directly. In addition, the David A. Gilboa 2012 Family Trust held 1,656,770 shares of Class B Common Stock indirectly, each convertible into one share of Class A Common Stock, and he retained substantial unvested RSU balances.

Positive

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Insider Gilboa David Abraham
Role Co-Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 44,640 $0.00 --
Exercise Class B Common Stock 44,640 $0.00 --
Tax Withholding Class B Common Stock 23,637 $24.38 $576K
Exercise Restricted Stock Units 9,816 $0.00 --
Exercise Restricted Stock Units 10,983 $0.00 --
Exercise Class A Common Stock 9,816 $0.00 --
Exercise Class A Common Stock 10,983 $0.00 --
Tax Withholding Class A Common Stock 11,505 $24.38 $280K
holding Class B Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 377,784 shares (Direct, null); Class B Common Stock — 4,675,566 shares (Direct, null); Class A Common Stock — 60,109 shares (Direct, null); Class B Common Stock — 1,656,770 shares (Indirect, By David A. Gilboa 2012 Family Trust)
Footnotes (1)
  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. Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock. This filing relates to the occurrence of a RSU vesting event. The RSUs will vest in 60 monthly installments beginning on July 1, 2021. 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. Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. The RSUs will vest in 36 monthly installments beginning on January 1, 2025. The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
RSU-related shares acquired 110,079 shares Total exercise/conversion shares in this filing
Shares withheld for taxes 35,142 shares Tax-withholding shares across F-code transactions
Tax withholding price $24.38 per share Price used for Class A and Class B tax withholdings
Direct Class A holding 59,587 shares Class A Common Stock after transactions
Direct Class B holding 4,651,929 shares Class B Common Stock after transactions
Indirect Class B holding 1,656,770 shares Held by David A. Gilboa 2012 Family Trust
RSUs remaining (Class A series) 117,150 and 65,437 units Unvested RSUs tied to Class A Common Stock
RSUs remaining (Class B series) 377,784 units Unvested RSUs tied to Class B Common Stock
Restricted Stock Units financial
"Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs."
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
"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.
tax withholding obligations financial
"Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs."
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion"
permitted ownership group financial
"held by any person or entity in Dave Gilboa's permitted ownership group"
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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*
Gilboa David Abraham

(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)
06/02/2026
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 Stock06/02/2026M9,816A$060,109D
Class A Common Stock06/02/2026M10,983A$071,092D
Class A Common Stock06/02/2026F(1)11,505D$24.3859,587D
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)06/02/2026M44,640(3) (4) (4)Class B Common Stock44,640$0377,784D
Class B Common Stock(5)(6)06/02/2026M44,640 (5)(6) (5)(6)Class A Common Stock44,640$04,675,566D
Class B Common Stock(5)(6)06/02/2026F23,637(7) (5)(6) (5)(6)Class A Common Stock23,637$24.384,651,929D
Restricted Stock Units(8)06/02/2026M9,816(3) (9) (9)Class A Common Stock9,816$065,437D
Restricted Stock Units(8)06/02/2026M10,983(3) (10) (10)Class A Common Stock10,983$0117,150D
Class B Common Stock(5)(6) (5)(6) (5)(6)Class A Common Stock1,656,7701,656,770IBy David A. Gilboa 2012 Family 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 Company'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-Fact06/04/2026
** 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)

FAQ

What did Warby Parker (WRBY) Co-CEO David Gilboa report in this Form 4?

David Gilboa reported routine equity compensation activity related to RSU vesting. He exercised RSUs to receive Class A and Class B shares and had some shares withheld by the issuer to cover tax obligations, with no open-market purchases or sales disclosed.

How many shares did David Gilboa acquire through RSU exercises at Warby Parker (WRBY)?

Gilboa acquired 110,079 shares through RSU exercises and related derivative conversions. These included 10,983 and 9,816 Class A shares and 44,640 shares tied to Class B, reflecting scheduled vesting rather than discretionary open-market buying activity.

How many Warby Parker (WRBY) shares were withheld to cover David Gilboa’s taxes?

The issuer withheld 35,142 shares to cover tax obligations: 11,505 shares of Class A Common Stock and 23,637 shares of Class B Common Stock, each valued at $24.38 per share, as part of the RSU vesting process disclosed in the filing.

What are David Gilboa’s reported direct holdings of Warby Parker (WRBY) stock after these transactions?

After the transactions, Gilboa directly held 59,587 shares of Class A Common Stock and 4,651,929 shares of Class B Common Stock. These figures show his ongoing substantial equity stake following the RSU vesting and related tax-withholding dispositions.

What indirect Warby Parker (WRBY) holdings are attributed to David Gilboa?

An indirect holding of 1,656,770 shares of Class B Common Stock is reported through the David A. Gilboa 2012 Family Trust. Each Class B share is convertible on a one‑to‑one basis into Warby Parker Class A Common Stock under the terms described in the filing footnotes.

How do RSUs work in this Warby Parker (WRBY) Form 4 for David Gilboa?

Each RSU represents a right to receive one share of Class A or Class B Common Stock upon vesting. The filing notes RSUs vesting in monthly installments over 36 to 60 months, with shares sometimes withheld to satisfy tax obligations when those RSUs convert into stock.