SEC Form 4 · accession 0001883345-26-000002

Warby Parker Inc. · WRBY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Neil Harris Blumenthal

Officer — Co-Chief Executive Officer · Director

Period of report

Jun 2, 2026

Accepted (ET)

Jun 4, 2026 · 6:18 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001504776

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	Jun 2, 2026	M	9,816	$0.00	A	59,981	D
Class A Common Stock	Jun 2, 2026	M	10,983	$0.00	A	70,964	D
Class A Common Stock	Jun 2, 2026	F	11,505	$24.38	D	59,459	D
Class A Common Stock	holding	—	—		—	200,000	I	By Royal Blue Aries Trust
Class A Common Stock	holding	—	—		—	200,000	I	By Tiffany Blue Gemini Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F2,F4	—	Jun 2, 2026	M	44,640	D	—	—	Class B Common Stock	44,640	377,784	D
Class B Common Stock^F5,F6	—	Jun 2, 2026	M	44,640	A	—	—	Class A Common Stock	44,640	3,001,214	D
Class B Common Stock^F7,F5,F6	—	Jun 2, 2026	F	23,637	D	—	—	Class A Common Stock	23,637	2,977,577	D
Restricted Stock Units^F3,F8,F9	—	Jun 2, 2026	M	9,816	D	—	—	Class A Common Stock	9,816	65,437	D
Restricted Stock Units^F3,F8,F10	—	Jun 2, 2026	M	10,983	D	—	—	Class A Common Stock	10,983	117,150	D
Class B Common Stock^F5,F6	—	holding	—	—	—	—	—	Class A Common Stock	200,000	200,000	I
Class B Common Stock^F5,F6	—	holding	—	—	—	—	—	Class A Common Stock	200,000	200,000	I
Class B Common Stock^F5,F6	—	holding	—	—	—	—	—	Class A Common Stock	1,548,334	1,548,334	I
Class B Common Stock^F5,F6	—	holding	—	—	—	—	—	Class A Common Stock	385,221	385,221	I
Class B Common Stock^F5,F6	—	holding	—	—	—	—	—	Class A Common Stock	800,000	800,000	I
Class B Common Stock^F5,F6	—	holding	—	—	—	—	—	Class A Common Stock	1,000,000	1,000,000	I

Explanation of responses

F1Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.
F10The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
F2Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F3This filing relates to the occurrence of a RSU vesting event.
F4The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
F5The 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,
F6and (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.
F7Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.
F8Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F9The RSUs will vest in 36 monthly installments beginning on January 1, 2025.