[Form 4] Warby Parker Inc. Insider Trading Activity

Rhea-AI Filing Summary

Neil H. Blumenthal, Co‑Chief Executive Officer and director of Warby Parker Inc. (WRBY), reported transactions dated 09/11/2025. He converted 41,084 Class B shares into Class A common stock (reported as Code C) and sold those 41,084 Class A shares under a Rule 10b5‑1 trading plan at an average execution price of $27.53 per share. Following these transactions, he directly beneficially owned 73,817 Class A shares and, through various trusts, beneficial indirect ownership totaling multiple Class A equivalent share blocks (for example, 200,000 by each of two trusts). The filing notes the 10b5‑1 plan was adopted on March 14, 2025, and sale prices ranged from $27.50 to $27.59.

Positive

• Transaction executed under a Rule 10b5‑1 plan, providing an affirmative defense and indicating preplanned sales.
• Filing discloses detailed indirect ownership through named trusts, increasing transparency about insider holdings and potential control.

Negative

• Insider sale of 41,084 shares may be viewed negatively by some investors, as it reduces the reporting person’s direct holding.
• Average sale price of $27.53 could signal realized liquidity at current market levels, which some market participants may interpret unfavorably.

Insights

Financial Analyst

TL;DR: Insider sold 41,084 shares under a prearranged 10b5‑1 plan; transaction appears routine and not immediately material to valuation.

These trades combine a conversion of Class B into Class A and an immediate sale under a 10b5‑1 plan. The average sale price was $27.53, with execution spread $27.50–$27.59. The filing discloses substantial remaining indirect holdings across several trusts, indicating continued large economic exposure. Without company‑level market cap or outstanding share counts in this filing, market impact cannot be quantified here; the transactions look consistent with planned liquidity rather than an unplanned exit.

Corporate Governance Expert

TL;DR: Use of a documented 10b5‑1 plan provides affirmative defense; conversion and sale follow governance mechanisms.

The reporting person checked the box indicating transactions were pursuant to a Rule 10b5‑1(c) plan adopted 03/14/2025, which supports compliance with insider trading rules. The form also discloses conversion mechanics for Class B to Class A shares and several trust vehicles that create indirect ownership. These disclosures are appropriate for transparency about potential control and voting dilution timing, and they clarify conditions that trigger automatic conversion.

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)
09/11/2025

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	09/11/2025		C		41,084	A	$0	73,817	D
Class A Common Stock	09/11/2025		S(1)		41,084	D	$27.53(2)	32,733	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)	09/11/2025		C			41,084	(3)(4)	(3)(4)	Class A Common Stock	41,084	$0	3,387,184	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 $27.50 to $27.59 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	09/15/2025
	** 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 Form 4 for WRBY?

He converted 41,084 Class B shares into Class A shares and sold 41,084 Class A shares on 09/11/2025 under a Rule 10b5‑1 plan.

At what price were the WRBY shares sold?

The shares were sold at an average price of $27.53, with individual executions ranging from $27.50 to $27.59.

When was the 10b5‑1 trading plan adopted?

The 10b5‑1 plan was adopted on March 14, 2025, as disclosed in the Form 4 explanation.

How many WRBY shares does Blumenthal beneficially own after the transactions?

He directly owned 73,817 Class A shares following the reported transactions, plus substantial indirect holdings through multiple trusts (examples listed in the filing).

Were these sales preplanned or discretionary?

The reporting person indicated the transactions were made pursuant to a Rule 10b5‑1(c) plan, i.e., preplanned automated sales.