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

Warby Parker Co-Chief Executive Officer David Gilboa reported the vesting of various Restricted Stock Units and subsequent tax-related share withholdings on March 5, 2026.

Summary

• David Gilboa, Co-Chief Executive Officer and Director of Warby Parker Inc., reported transactions on March 5, 2026, which were made pursuant to a Rule 10b5-1(c) plan.
• These transactions primarily involved the vesting of Restricted Stock Units (RSUs) and the subsequent withholding of shares to cover required tax obligations.
• Gilboa acquired 13,475 shares of Class A Common Stock through RSU vesting at a price of $0.
• 7,453 shares of Class A Common Stock were disposed of at a price of $27.36 per share to satisfy tax withholding requirements related to RSU vesting.
• 44,640 Restricted Stock Units, representing a contingent right to Class B Common Stock, vested, leading to the acquisition of 44,640 shares of Class A Common Stock (likely through conversion from Class B upon vesting) at a price of $0.
• 23,637 shares of Class B Common Stock were disposed of at a price of $27.36 per share for tax withholding purposes related to RSU vesting.
• Additional Restricted Stock Units for Class A Common Stock also vested, specifically 9,815 units and 3,660 units, both at a price of $0.
• Following these reported transactions, Gilboa directly beneficially owns 50,293 shares of Class A Common Stock, 4,630,926 shares of Class B Common Stock, 75,253 Class A Restricted Stock Units, and 128,133 Class A Restricted Stock Units.
• Gilboa also indirectly owns 1,656,770 shares of Class A Common Stock through the David A. Gilboa 2012 Family Trust.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It reports routine executive compensation events (RSU vesting and tax withholdings) that are part of a pre-arranged plan, without indicating any discretionary buying or selling that would suggest a change in management's outlook.

Positives

• The vesting of Restricted Stock Units indicates the fulfillment of compensation agreements, aligning management's interests with long-term company performance.
• The transactions are routine and part of a pre-arranged plan (Rule 10b5-1(c)), suggesting planned compensation and tax management rather than discretionary selling.

Negatives

• The disposal of shares to cover tax withholding obligations reduces the direct beneficial ownership of Class A Common Stock by 7,453 shares and Class B Common Stock by 23,637 shares.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing beyond the existing RSU vesting schedules.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as RSU vesting and tax withholdings, are common across publicly traded companies, especially for executives with significant equity compensation. These transactions typically do not signal a change in strategic direction or operational performance, unlike open market purchases or sales.

Comparison to Industry Standards

• Routine RSU vesting and tax withholding transactions are standard practice for executive compensation across industries.
• Similar patterns are observed in tech companies like Apple (AAPL) or Amazon (AMZN) where executives receive a significant portion of their compensation in equity, leading to periodic Form 4 filings for vesting and tax-related sales.
• The reported share price of $27.36 for tax withholding is specific to Warby Parker's stock performance on the transaction date and is not directly comparable as a performance metric to other companies without further context.

Related Party Transactions

• The transactions involve the Co-Chief Executive Officer and Director, David Gilboa, and the issuer, Warby Parker Inc., which are considered related party transactions in the context of executive compensation and share ownership.

Stakeholder Impact

• Shareholders: The transactions represent routine executive compensation and do not immediately signal a change in company value or strategy. The tax-related sales slightly increase the float of Class A and Class B shares.
• Employees: The vesting of RSUs is a standard component of executive compensation, which can be a positive signal for employee retention and motivation.

Next Steps

• Continued vesting of RSUs in 60 monthly installments from July 1, 2021.
• Continued vesting of RSUs in 36 monthly installments from January 1, 2025.
• Continued vesting of RSUs in 36 monthly installments from January 1, 2026.
• Potential future conversion of Class B Common Stock to Class A Common Stock, either at the holder's option or automatically upon certain conditions (e.g., October 1, 2031, or cessation of service).

Key Dates

Recommendation

This Form 4 filing details routine RSU vesting and tax-related share withholdings by a key executive, which are expected events under a pre-arranged 10b5-1 plan. It does not indicate any discretionary open market buying or selling that would suggest a change in the executive's confidence in the company's future prospects. Therefore, it provides no new information that would warrant a change in investment recommendation, leading to a "hold" stance.

Keywords

Warby Parker, WRBY, SEC Form 4, Insider Transaction, David Gilboa, Restricted Stock Units, RSU Vesting, Tax Withholding, Class A Common Stock, Class B Common Stock, Corporate Governance, Executive Compensation