SEC Form 4 · accession 0001883353-26-000002
Warby Parker Inc. · WRBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Abraham Gilboa
Officer — Co-Chief Executive Officer · Director
Period of report
Jun 2, 2026
Accepted (ET)
Jun 4, 2026 · 6:20 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 | 60,109 | D | |
| Class A Common Stock | Jun 2, 2026 | M | 10,983 | $0.00 | A | 71,092 | D | |
| Class A Common Stock | Jun 2, 2026 | F | 11,505 | $24.38 | D | 59,587 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2,F4 | — | Jun 2, 2026 | M | 44,640 | D | — | — | Class B Common Stock | 44,640 | 377,784 | D |
| Class B Common StockF5,F6 | — | Jun 2, 2026 | M | 44,640 | A | — | — | Class A Common Stock | 44,640 | 4,675,566 | D |
| Class B Common StockF7,F5,F6 | — | Jun 2, 2026 | F | 23,637 | D | — | — | Class A Common Stock | 23,637 | 4,651,929 | D |
| Restricted Stock UnitsF3,F8,F9 | — | Jun 2, 2026 | M | 9,816 | D | — | — | Class A Common Stock | 9,816 | 65,437 | D |
| Restricted Stock UnitsF3,F8,F10 | — | Jun 2, 2026 | M | 10,983 | D | — | — | Class A Common Stock | 10,983 | 117,150 | D |
| Class B Common StockF5,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 1,656,770 | 1,656,770 | 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 Company'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.