Warby Parker Form 4: CEO 10b5-1 Sale and Convertible Class B Holdings Disclosed

Rhea-AI Filing Summary

Neil H. Blumenthal, Co-Chief Executive Officer and director of Warby Parker Inc. (WRBY), reported an insider sale executed on 08/13/2025 under a pre-established Rule 10b5-1 trading plan adopted March 14, 2025. The Form 4 shows 50,000 shares of Class A common stock sold at an average execution price of $25.11 (individual trade prices ranged $25.00 to $25.28). After the reported transactions, Mr. Blumenthal's direct beneficial ownership of Class A shares is listed as 28,347 shares.

The filing also discloses substantial Class B common stock holdings that are convertible one-for-one into Class A shares and lists multiple trusts holding Class B interests (with amounts ranging from 200,000 to 1,548,334 shares). The form explains automatic conversion triggers and offers to provide transaction-level execution details on request.

Positive

• Sale executed under a Rule 10b5-1 plan, providing pre-established trading intent and reducing concerns about opportunistic timing
• Average execution price disclosed ($25.11) and execution range provided ($25.00–$25.28), increasing transactional transparency
• Detailed disclosure of convertible Class B holdings and named trusts, enabling clearer assessment of total economic and voting exposure

Negative

• Reported sale of 50,000 Class A shares, which reduced the reporting person's direct holdings to 28,347 shares
• Large indirect holdings remain concentrated in multiple trusts, which could affect future conversion-driven share supply or voting dynamics

Insights

Financial Analyst

TL;DR: Routine, pre-planned sale by CEO under a 10b5-1 plan; disclosure includes execution price and remaining direct holdings.

The sale of 50,000 Class A shares at an average price of $25.11 was made pursuant to a Rule 10b5-1 plan adopted March 14, 2025, which reduces the appearance of opportunistic selling. The filing quantifies post-sale direct holdings at 28,347 shares and separately details sizable Class B interests that convert one-for-one into Class A shares, held directly and indirectly through named trusts. For modeling or ownership analysis, use the explicit trust balances and the reported direct Class A balance.

Corporate Governance Expert

TL;DR: Form 4 provides transparent disclosure of a planned sale and conversion mechanics for Class B shares.

The Form 4 clearly documents that the sale was effected under a 10b5-1 plan and includes the average execution price and the range of execution prices. It also discloses the mechanics by which Class B stock converts into Class A stock and lists trusts that hold convertible Class B interests, enabling stakeholders to trace potential voting and economic ownership shifts tied to conversion events.

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).

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		C		50,000	A	$0	78,347	D
Class A Common Stock	08/13/2025		S(1)		50,000	D	$25.11(2)	28,347	D
Class A Common Stock								200,000	I	By Royal Blue Aries Trust
Class A Common Stock								200,000	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)(4)	08/13/2025		C			50,000	(3)(4)	(3)(4)	Class A Common Stock	50,000	$0	3,407,265	D
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	200,000		200,000	I	By Royal Blue Aries Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	200,000		200,000	I	By Tiffany Blue Gemini Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	1,548,334		1,548,334	I	By Neil H. Blumenthal 2011 Family Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	385,221		385,221	I	By Teal Aquarius Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	800,000		800,000	I	By Cobalt Pisces Trust
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	1,000,000		1,000,000	I	By 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 March 14, 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 $25.00 to $25.28 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-Fact	08/13/2025
	** 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 did Neil H. Blumenthal report on the Form 4 for WRBY?

The Form 4 reports a sale of 50,000 Class A shares on 08/13/2025 under a Rule 10b5-1 plan, with an average execution price of $25.11 and post-sale direct holdings of 28,347 shares.

Was the sale by WRBY CEO part of a pre-existing trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 14, 2025.

What price did the Form 4 disclose for the WRBY insider sale?

The form reports an average execution price of $25.11, with individual trades at prices ranging from $25.00 to $25.28.

How much Class B/convertible exposure does the filing show for Neil H. Blumenthal?

The filing lists multiple Class B holdings convertible one-for-one into Class A shares, including trusts with amounts such as 200,000, 1,548,334, 385,221, 800,000, and 1,000,000 shares.

Can I get the per-trade execution details for the WRBY sale?

Yes. The filer states they will provide full information regarding the number of shares purchased at each separate price to the issuer, any security holder, or the SEC staff upon request.