[SCHEDULE 13G/A] Warby Parker Inc. Amended Passive Investment Disclosure
Durable Capital holds 6.9% of Warby Parker
Durable Capital Partners filed an amended Schedule 13G reporting beneficial ownership of 7,310,605 shares of Warby Parker Inc. Class A common stock, representing 6.9% of the class.
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Durable Capital Partners filed an amended Schedule 13G reporting beneficial ownership of 7,310,605 shares of Warby Parker Inc. Class A common stock, representing 6.9% of the class. These percentages are based on 105,727,103 shares outstanding as of November 4, 2025, as disclosed in Warby Parker’s Form 10‑Q. Durable Capital Master Fund LP directly holds the shares, while Durable Capital Partners, as investment adviser, has sole voting and dispositive power over them. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Warby Parker.
FAQ
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What stake in Warby Parker (WRBY) does Durable Capital report?
Durable Capital reports beneficial ownership of 7,310,605 Warby Parker Class A shares, equal to 6.9% of the class. The stake is held through Durable Capital Master Fund LP, with Durable Capital Partners exercising sole voting and dispositive power over these shares.
How was Durable Capital’s 6.9% ownership of WRBY calculated?
The 6.9% ownership is based on 105,727,103 Warby Parker Class A shares outstanding as of November 4, 2025. That outstanding share count comes from Warby Parker’s Form 10‑Q filed November 6, 2025, which the beneficial ownership calculation explicitly references.
Who directly holds the Warby Parker shares reported by Durable Capital?
Durable Capital Master Fund LP directly holds the 7,310,605 Warby Parker Class A shares. Durable Capital Partners is the investment adviser to the fund and has sole power to direct the voting and disposition of the shares, according to the ownership disclosure language.
Is Durable Capital seeking control of Warby Parker (WRBY) with this stake?
The filing states the shares were acquired and are held in the ordinary course of business, not to change or influence control of Warby Parker. It also notes they are not held in connection with any transaction intended to have that control‑changing purpose or effect.
What type of reporting person is Durable Capital in this Schedule 13G/A?
Durable Capital is classified as an investment adviser, identified under Item 3 as type “IA.” It is a limited partnership organized under Delaware law, with Durable Capital Partners GP LLC as its general partner and Henry Ellenbogen as chief investment officer and managing member of the general partner.
When did Durable Capital’s reported ownership position in WRBY trigger this filing?
The date of the event requiring this amended Schedule 13G filing is listed as December 31, 2025. The certification and signature section shows the statement was signed on February 17, 2026, confirming the accuracy of the beneficial ownership information as of the reported event date.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Warby Parker Inc.
(Name of Issuer)
Class A common stock, $0.0001 per share
(Title of Class of Securities)
93403J106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
93403J106
1
Names of Reporting Persons
Durable Capital Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,310,605.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,310,605.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,310,605.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Warby Parker Inc.
(b)
Address of issuer's principal executive offices:
233 Spring Street, 6th Floor East, New York, New York 10013
Item 2.
(a)
Name of person filing:
Durable Capital Partners LP
(b)
Address or principal business office or, if none, residence:
4747 Bethesda Avenue, Suite 1002, Bethesda, Maryland 20814
(c)
Citizenship:
The Reporting Person is a limited partnership organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Class A common stock, $0.0001 per share
(e)
CUSIP No.:
93403J106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 105,727,103 outstanding shares of Class A common stock, $0.0001 per share (the "Shares") as of November 4, 2025, as reported in the Issuer's Form 10-Q filed on November 6, 2025. Durable Capital Master Fund LP directly holds 7,310,605 Shares. The Reporting Person, as the investment adviser to Durable Capital Master Fund LP, has sole power to direct the vote and disposition of the Shares. Durable Capital Partners GP LLC ("Durable GP") is the general partner of the Reporting Person, and Henry Ellenbogen is the chief investment officer of the Reporting Person and the managing member of Durable GP.
(b)
Percent of class:
6.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
7310605
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
7310605
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure of relationships among parties under Item 4. The economic benefits of the Shares are shared based on agreements among the parties.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See control and Shares holding disclosure in Item 4.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
