Form 4: Warby Parker Co-CEO Neil Blumenthal Reports Routine Stock Transactions and Trust Transfers

Warby Parker Inc. Co-Chief Executive Officer Neil Harris Blumenthal filed a Form 4 detailing the vesting of restricted stock units, associated tax withholdings, and a significant transfer of Class B Common Stock to a trust.

Summary

• Neil Harris Blumenthal, Co-Chief Executive Officer and Director of Warby Parker Inc., reported several transactions on June 3, 2025.
• He acquired 9,816 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at a price of $0.
• Concurrently, 5,430 shares of Class A Common Stock were disposed of at $21.48 per share to cover required tax withholding obligations related to RSU vesting.
• He also acquired 44,640 Restricted Stock Units (RSUs) representing a contingent right to Class B Common Stock, which vested at a price of $0.
• An additional 9,816 Restricted Stock Units (RSUs) representing a contingent right to Class A Common Stock vested at a price of $0.
• 23,637 shares of Class B Common Stock were disposed of at $21.48 per share to cover required tax withholding obligations in connection with the vesting of RSUs.
• A transfer of 1,000,000 shares of Class B Common Stock, previously held directly by the Reporting Person, was made to the Sky Scorpio 2 Trust, which was exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934.
• Following these transactions, Mr. Blumenthal directly owns 28,347 shares of Class A Common Stock, 3,507,265 shares of Class B Common Stock, and 104,699 Restricted Stock Units (Class A).
• His indirect holdings include Class A and Class B Common Stock through various trusts: Royal Blue Aries Trust (200,000 shares), Tiffany Blue Gemini Trust (200,000 shares), Neil H. Blumenthal 2011 Family Trust (1,548,334 shares), Teal Aquarius Trust (385,221 shares), Cobalt Pisces Trust (800,000 shares), and Sky Scorpio 2 Trust (1,000,000 shares).

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing details routine insider transactions related to equity compensation vesting and tax withholdings, along with a trust transfer, which are standard events and do not indicate a significant positive or negative shift in company fundamentals or insider confidence.

Positives

• Vesting of Restricted Stock Units indicates continued equity compensation for the Co-CEO, aligning his interests with long-term company performance.
• Significant indirect ownership through various trusts demonstrates a substantial and long-term commitment to the company's equity.

Negatives

• Disposal of shares for tax withholding purposes reduces direct beneficial ownership, although this is a standard and expected practice upon RSU vesting.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Transfer of 1,000,000 shares of Class B Common Stock from Neil Harris Blumenthal's direct ownership to Sky Scorpio 2 Trust.
• Indirect beneficial ownership of Class A and Class B Common Stock through various family trusts (Royal Blue Aries Trust, Tiffany Blue Gemini Trust, Neil H. Blumenthal 2011 Family Trust, Teal Aquarius Trust, Cobalt Pisces Trust, Sky Scorpio 2 Trust).

Stakeholder Impact

• Shareholders: Routine RSU vesting and associated tax withholdings are standard and generally have minimal direct impact on share price unless the volume is unusually large or indicates a change in insider sentiment. The trust transfer is an ownership restructuring and does not change overall beneficial ownership.
• Employees: The RSU vesting reflects ongoing equity compensation practices for executives.

Next Steps

• Continued monthly vesting of Restricted Stock Units, with some vesting over 60 months starting July 1, 2021, and others over 36 months starting January 1, 2025.
• Potential future conversion of Class B Common Stock to Class A Common Stock based on specified conditions (e.g., transfer, October 1, 2031, or changes in Neil Blumenthal's employment/board status).

Key Dates

Keywords

Warby Parker, WRBY, SEC Form 4, Insider Transaction, Stock Vesting, Restricted Stock Units, RSU, Common Stock, Beneficial Ownership, Neil Harris Blumenthal, Co-CEO, Director, Equity Compensation, Tax Withholding, Trust Transfer