Form 4: Warby Parker Co-CEO Sells $1.6M in Stock

Warby Parker Co-Chief Executive Officer David Gilboa executed planned sales of Class A Common Stock totaling 58,960 shares for approximately $1.63 million.

Summary

• Co-Chief Executive Officer and Director David Gilboa reported transactions involving Warby Parker Inc. Class A and Class B Common Stock.
• The transactions, which occurred on September 17, 2025, and September 18, 2025, were executed pursuant to a Rule 10b5-1 trading plan adopted on March 14, 2025.
• On September 17, 2025, 600 shares of Class B Common Stock were converted to Class A Common Stock, and subsequently, 600 Class A shares were sold at an average price of $27.52 per share.
• On September 18, 2025, 58,360 shares of Class B Common Stock were converted to Class A Common Stock, and subsequently, 58,360 Class A shares were sold at an average price of $27.58 per share.
• The total number of Class A shares sold was 58,960, generating approximately $1,626,504.80 in proceeds.
• Following these transactions, David Gilboa directly beneficially owns 32,861 shares of Class A Common Stock and 5,213,920 shares of Class B Common Stock.
• Additionally, 1,656,770 shares of Class A Common Stock and 1,656,770 shares of Class B Common Stock are indirectly beneficially owned by the David A. Gilboa 2012 Family Trust.

Sentiment

Score: 4

Explanation: While the sales were pre-planned under a Rule 10b5-1 plan, significant insider selling by a Co-CEO typically carries a negative sentiment as it can be perceived as a lack of confidence in the company's near-term growth prospects or an indication of personal diversification rather than a strategic move to benefit the company.

Positives

• The sales were executed pursuant to a pre-arranged Rule 10b5-1 trading plan, indicating a planned and not reactive disposition of shares, which can reduce concerns about opportunistic insider trading.

Negatives

• A significant sale of shares by a Co-Chief Executive Officer and Director, totaling approximately $1.63 million, could be perceived negatively by the market, potentially signaling a lack of confidence or a desire to diversify personal holdings.

Risks

• The Class B Common Stock held by the reporting person is subject to various conversion conditions, including transfer restrictions, a hard conversion date of October 1, 2031, and conditions tied to the reporting person's employment or board service, or death/disability, which could affect future liquidity or control.
• Future sales by insiders, even if pre-planned, could exert downward pressure on the stock price if the market interprets them as a negative signal regarding the company's prospects.

Future Outlook

This filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This insider transaction report is specific to Warby Parker and does not provide broader industry context or trends.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the insider selling as a negative signal, potentially impacting investor confidence and the company's stock price.

Key Dates

Recommendation

While the insider selling by the Co-CEO is a negative signal, the sales were pre-planned under a Rule 10b5-1 plan, which mitigates the immediate negative interpretation of opportunistic selling. However, the volume of sales is notable. Investors should hold and monitor future insider activity and company performance rather than immediately selling, as the underlying business fundamentals are not addressed in this filing.

Keywords

Warby Parker, WRBY, Insider Trading, Form 4, Stock Sale, David Gilboa, Co-CEO, Director, Rule 10b5-1, Equity Transaction