Warby Parker CEO Blumenthal sells 41,084 shares

Rhea-AI Filing Summary

Warby Parker Inc. co-CEO Neil Blumenthal reported converting 41,084 shares of Class B Common Stock into Class A Common Stock on September 11, 2025, and selling 41,084 Class A shares at an average price of $27.53 per share pursuant to a Rule 10b5-1 trading plan adopted on March 14, 2025. Following these transactions, he holds 32,733 Class A shares directly and continues to hold Class B shares indirectly through several family trusts.

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.

Insider Trade Summary

Exercise and Sale: 41,084 shares ($1.13M approx. pre-tax spread)

Exercise and Sale 11 txns

Insider Blumenthal Neil Harris

Role Co-Chief Executive Officer

Sold 41,084 shs ($1.13M)

Approx. gross sale proceeds $1.13M

Approx. exercise cost $0.00

Approx. pre-tax spread $1.13M

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	41,084	$0.00	$0.00
Conversion	Class A Common Stock	41,084	$0.00	$0.00
Sale	Class A Common Stock	41,084	$27.53	$1.13M
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 3,387,184 contracts (Direct); Class A Common Stock — 32,733 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 — 1,000,000 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 (4)

1. F1. These share sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.
2. F2. 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. F3. 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. F4. 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.

Key Figures

Shares converted: 41084.0000 shares Shares sold: 41084.0000 shares Average sale price: $27.5300 per share +3 more

6 metrics

Shares converted 41084.0000 shares Class B Common Stock converted into Class A Common Stock on 2025-09-11

Shares sold 41084.0000 shares Class A Common Stock sold on 2025-09-11

Average sale price $27.5300 per share Weighted-average execution price for the 41,084-share Class A sale

Direct Class A holdings 32,733 shares Class A Common Stock held directly by Neil Blumenthal after the reported transactions

Royal Blue Aries Trust underlying shares 200000.0000 shares Class A shares underlying Class B stock held indirectly via Royal Blue Aries Trust

Sky Scorpio 2 Trust underlying shares 1000000.0000 shares Class A shares underlying Class B stock held indirectly via Sky Scorpio 2 Trust

Key Terms

Rule 10b5-1 trading plan, Class B Common Stock, permitted ownership group

3 terms

Rule 10b5-1 trading plan regulatory

"These share sales were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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"

FAQ

What insider transaction did WRBY co-CEO Neil Blumenthal report?

Neil Blumenthal reported converting 41,084 Class B shares into Class A and selling 41,084 Class A shares on September 11, 2025. The sale was executed under a pre-arranged Rule 10b5-1 trading plan disclosed in the filing’s footnotes.

How many WRBY shares did Neil Blumenthal sell and at what price?

Neil Blumenthal sold 41,084 Class A shares of Warby Parker at a weighted-average price of about $27.53 per share. The filing notes multiple trade executions at prices ranging from $27.50 to $27.59 during the reported transaction.

Was Neil Blumenthal’s WRBY share sale under a Rule 10b5-1 plan?

Yes. The filing states the share sales were effected under a Rule 10b5-1 trading plan adopted by Neil Blumenthal on March 14, 2025. Such plans allow insiders to sell shares according to pre-set instructions, independent of later non-public information.

How many WRBY shares does Neil Blumenthal hold after this transaction?

After the reported transactions, Neil Blumenthal holds 32,733 Class A shares directly. He also has indirect interests in Class B Common Stock through several family trusts, each of which is convertible into Class A shares on a one-to-one basis under specified conditions.

What is the difference between Warby Parker’s Class A and Class B stock?

Warby Parker’s Class B Common Stock is convertible into Class A on a one-to-one basis at the holder’s option. It also automatically converts upon events such as transfers outside a permitted ownership group or changes in the roles of key holders like Neil Blumenthal or Dave Gilboa.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/15/2025 - 05:16 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).

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.
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