Form 4: Warby Parker Co-CEO Sells Shares Under 10b5-1 Plan

Warby Parker Co-CEO David Gilboa sold 125,000 shares of Class A Common Stock for an average price of $27.30 per share, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• David Abraham Gilboa, Co-Chief Executive Officer and Director of Warby Parker Inc. (WRBY), reported a transaction on October 1, 2025.
• The transaction involved the conversion of 125,000 shares of Class B Common Stock into Class A Common Stock.
• Immediately following the conversion, 125,000 shares of Class A Common Stock were sold at an average price of $27.30 per share.
• The sales were executed under a Rule 10b5-1 trading plan adopted by Mr. Gilboa on March 14, 2025.
• The sale prices for Class A Common Stock ranged from $27.00 to $27.64 per share.
• Following these transactions, Mr. Gilboa directly beneficially owns 32,861 shares of Class A Common Stock and 5,088,920 shares of Class B Common Stock.
• Additionally, 1,656,770 shares of Class B Common Stock are indirectly beneficially owned by the David A. Gilboa 2012 Family Trust.
• Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and has specific automatic conversion triggers, including October 1, 2031, or cessation of key roles for executives like David Gilboa.

Sentiment

Score: 5

Explanation: The transaction is a pre-planned insider sale under a 10b5-1 plan, which is generally considered a neutral event for investors as it often relates to personal financial planning rather than a change in company fundamentals.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, adopted on March 14, 2025, which enhances transparency and mitigates concerns about insider trading by scheduling transactions in advance.

Negatives

• The sale by a Co-CEO, even if pre-planned, reduces management's direct equity stake in the company, which some investors may perceive as a slight negative.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is a report of an insider transaction.

Industry Context

This filing reports an individual insider transaction and does not provide broader industry context or trends. It is specific to Warby Parker Inc. and its Co-CEO's personal stock management.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 1,656,770 shares of Class B Common Stock by the David A. Gilboa 2012 Family Trust, which is a related party to the reporting person.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a routine diversification or liquidity event, especially given the 10b5-1 plan, rather than a signal of negative company prospects. The reduction in direct equity stake by a Co-CEO could be viewed with slight caution by some.

Key Dates

Recommendation

The filing details a pre-scheduled insider stock sale by a Co-CEO, which is a common practice for personal financial management and diversification. This type of transaction, especially when executed under a 10b5-1 plan, typically does not reflect a change in the company's fundamental outlook or warrant a strong buy or sell recommendation. Investors should base their decisions on broader financial performance, strategic initiatives, and market conditions rather than this single, routine insider transaction.

Keywords

Warby Parker, WRBY, Insider Trading, Form 4, Stock Sale, CEO, David Gilboa, 10b5-1 Plan, Class A Common Stock, Class B Common Stock