Warby Parker co-CEO reports RSU share vesting

Warby Parker’s co-CEO reported RSU vesting, share conversions, and tax-related share withholding, with a large Class B position held via a family trust.

Rhea-AI Filing Summary

Warby Parker Inc. (WRBY) reported that Co-Chief Executive Officer David Abraham Gilboa had several equity award vesting and conversion events on September 2, 2026. Restricted stock units converted into both Class A and Class B common stock, and shares of each class were withheld by the company at $24.19 per share to satisfy tax withholding obligations. An indirect holding of 1,656,770 shares of Class B common stock remains in a family trust, convertible into Class A on a one-to-one basis under stated conditions. No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

110,078 shares exercised/converted

Exercise 9 txns

Insider Gilboa David Abraham

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	--	--	--

Holdings After Transaction: Restricted Stock Units — 494,933 contracts (Direct); Class B Common Stock — 4,576,407 contracts (Direct); Class A Common Stock — 40,406 shares (Direct); Class B Common Stock — 1,656,770 contracts (Indirect, By David A. Gilboa 2012 Family 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 Company'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.

Key Figures

RSU shares converted into Class B: 44,640 shares RSU shares converted into Class A: 20,798 shares Class A shares withheld for taxes: 11,504 shares +3 more

6 metrics

RSU shares converted into Class B 44,640 shares RSUs converting into Class B common stock on September 2, 2026

RSU shares converted into Class A 20,798 shares RSUs converting into Class A common stock (9,815 + 10,983) on September 2, 2026

Class A shares withheld for taxes 11,504 shares Withheld by issuer to cover RSU tax withholding at $24.19 per share

Class B shares withheld for taxes 23,637 shares Withheld by issuer to cover RSU tax withholding at $24.19 per share

Tax withholding price $24.19 per share Applied to Class A and Class B shares withheld for tax obligations

Indirect Class B holdings via trust 1,656,770 shares Class B shares held by David A. Gilboa 2012 Family Trust, convertible one-for-one into Class A

Key Terms

Restricted Stock Units, Class B Common Stock, permitted ownership group, tax withholding obligations

4 terms

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"

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.

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"

tax withholding obligations financial

"withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs"

FAQ

What did WRBY’s co-CEO David Gilboa report in this Form 4?

He reported RSU vesting and conversions on September 2, 2026, resulting in new Class A and Class B shares, along with shares of both classes withheld by the company to cover tax withholding obligations tied to the vesting events.

Were any of the WRBY transactions open-market stock sales?

The filing shows no open-market sales. Dispositions coded "F" are described in footnotes as shares withheld by the issuer in connection with RSU vesting to cover required tax withholding obligations, not as discretionary market sales.

How many WRBY Class B shares are held indirectly for David Gilboa?

A family trust holds 1,656,770 shares of Warby Parker Class B common stock indirectly for David Gilboa. Footnotes state these Class B shares are convertible one-for-one into Class A common stock, subject to specified conversion conditions.

What tax withholding transactions are disclosed for WRBY shares?

The filing discloses that 11,504 Class A shares and 23,637 Class B shares were withheld by Warby Parker at $24.19 per share to satisfy tax withholding obligations arising from RSU vesting events described in the footnotes.

Does the WRBY Form 4 indicate a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes do not describe any Rule 10b5-1 or similar pre-arranged trading arrangement for these RSU vesting and withholding transactions.

How do RSUs reported for WRBY convert into shares?

Footnotes state that each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Warby Parker Class A or Class B common stock, depending on the grant, and they vest in monthly installments beginning on specified dates.

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Available on EDGAR 09/04/2026 - 04:48 PM Accepted by SEC EDGAR 09/04/2026 - 04:47 PM Learn about SEC filing dates

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).

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)

X	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/02/2026		M		9,815	A	$0	40,927	D
Class A Common Stock	09/02/2026		M		10,983	A	$0	51,910	D
Class A Common Stock	09/02/2026		F(1)		11,504	D	$24.19	40,406	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)	09/02/2026		M			44,640(3)	(4)	(4)	Class B Common Stock	44,640	$0	333,144	D
Class B Common Stock	(5)(6)	09/02/2026		M		44,640		(5)(6)	(5)(6)	Class A Common Stock	44,640	$0	4,600,044	D
Class B Common Stock	(5)(6)	09/02/2026		F			23,637(7)	(5)(6)	(5)(6)	Class A Common Stock	23,637	$24.19	4,576,407	D
Restricted Stock Units	(8)	09/02/2026		M			9,815(3)	(9)	(9)	Class A Common Stock	9,815	$0	55,622	D
Restricted Stock Units	(8)	09/02/2026		M			10,983(3)	(10)	(10)	Class A Common Stock	10,983	$0	106,167	D
Class B Common Stock	(5)(6)							(5)(6)	(5)(6)	Class A Common Stock	1,656,770		1,656,770	I	By 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-Fact	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)