Form 4: Warby Parker Co-CEO Gilboa Reports RSU Vesting, Tax Withholding

Warby Parker Co-CEO David Gilboa reported the vesting of restricted stock units and associated tax withholdings on December 2, 2025.

Summary

• David Abraham Gilboa, Co-Chief Executive Officer and Director of Warby Parker Inc. (WRBY), reported transactions on December 2, 2025.
• Acquired 9,816 shares of Class A Common Stock upon RSU vesting at a price of $0.
• Disposed of 5,430 shares of Class A Common Stock at $18.79 to cover tax withholding obligations related to RSU vesting.
• Acquired 54,552 Restricted Stock Units (RSUs) for Class B Common Stock upon vesting at a price of $0.
• Disposed of 33,549 shares of Class B Common Stock at $18.79 to cover tax withholding obligations related to RSU vesting.
• Acquired 9,816 Restricted Stock Units (RSUs) for Class A Common Stock upon vesting at a price of $0.
• Following these transactions, Gilboa directly beneficially owns 37,247 shares of Class A Common Stock and 5,109,923 shares of Class B Common Stock (from RSUs).
• The David A. Gilboa 2012 Family Trust indirectly owns 1,656,770 shares of Class B Common Stock.

Sentiment

Score: 5

Explanation: The filing is neutral, reporting routine insider transactions related to equity compensation and tax withholding, which are expected events and do not indicate a significant positive or negative shift in company fundamentals or outlook.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates continued long-term incentive alignment between management and shareholders.

Negatives

• The disposition of shares to cover tax withholding obligations reduces the direct beneficial ownership of Class A Common Stock by 5,430 shares and Class B Common Stock by 33,549 shares.

Future Outlook

The filing details scheduled vesting of Restricted Stock Units, with some Class B Common Stock RSUs vesting in 60 monthly installments starting July 1, 2021, and Class A Common Stock RSUs vesting in 36 monthly installments starting January 1, 2025, indicating ongoing equity compensation plans.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, specifically related to equity compensation. It does not provide broader industry context but reflects standard practices for executive compensation in publicly traded companies within the retail or consumer goods sector, where equity incentives are common to align management interests with shareholder value.

Related Party Transactions

• The David A. Gilboa 2012 Family Trust indirectly owns 1,656,770 shares of Class B Common Stock, representing a related party holding.

Stakeholder Impact

• Shareholders: The transactions are routine and reflect ongoing executive compensation, which is a standard part of corporate governance. The reduction in direct beneficial ownership due to tax withholding is a common occurrence and not indicative of a change in management's confidence.
• Employees: The RSU vesting demonstrates the company's commitment to equity-based compensation, which can be a positive for employee retention and motivation.

Next Steps

• Continued vesting of Class B Common Stock RSUs in 60 monthly installments, which began on July 1, 2021.
• Continued vesting of Class A Common Stock RSUs in 36 monthly installments, which began on January 1, 2025.
• Potential future conversion of Class B Common Stock to Class A Common Stock based on specified conditions, including transfer, October 1, 2031, or cessation of service by Neil Blumenthal or Dave Gilboa.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to the vesting of Restricted Stock Units and subsequent tax withholdings for Warby Parker's Co-CEO. Such transactions are expected as part of executive compensation plans and do not typically signal a change in the company's operational performance or strategic direction. Therefore, the filing itself does not provide new information that would warrant a change in investment recommendation; a 'hold' stance is appropriate, pending further fundamental analysis.

Keywords

Warby Parker, WRBY, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, David Gilboa, Co-CEO, Stock Ownership, Tax Withholding