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

Neil Blumenthal, Co-Chief Executive Officer and Director of Warby Parker Inc., has sold 36,300 shares of Class A Common Stock as part of a pre-arranged trading plan.

Summary

• Neil Blumenthal, Co-Chief Executive Officer and Director of Warby Parker Inc. (WRBY), reported a sale of 36,300 shares of Class A Common Stock on June 29, 2026.
• The sale was executed under a Rule 10b5-1 trading plan established on September 16, 2025, which is designed to comply with affirmative defense conditions.
• The shares were sold at an average price of $30.04, with individual transactions ranging from $29.99 to $30.35.
• Following the transaction, Blumenthal directly beneficially owns 59,459 shares of Class A Common Stock.
• The filing also details the conversion terms of Class B Common Stock into Class A Common Stock, which can occur under various conditions including transfer, specific dates, or changes in Blumenthal's or Dave Gilboa's roles with the company.
• Additionally, the filing notes a transfer of 277,693 shares of Class B Common Stock from Sky Scorpio 2 Trust to the Reporting Person, which was exempt from reporting under Rule 16a-13.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While an executive sale can be a negative signal, the execution under a Rule 10b5-1 plan mitigates concerns about opportunistic selling.

Positives

• The sale was conducted under a Rule 10b5-1 plan, indicating a pre-determined and structured approach to stock disposition, which can mitigate concerns about insider trading.
• The average sale price of $30.04 is within a narrow range, suggesting a consistent execution of the trading plan.
• The reporting person retains a significant number of shares (59,459) directly after the sale.

Negatives

• A substantial number of shares (36,300) were sold by a key executive, which could be perceived negatively by the market.
• The sale occurred at prices that, while within a range, represent a disposition of equity.

Risks

• The conversion of Class B Common Stock into Class A Common Stock is subject to several conditions, including the status of Neil Blumenthal and Dave Gilboa as directors, employees, officers, or consultants, and their death or disability, introducing potential future changes in share structure.
• The Rule 10b5-1 plan itself, while a compliance mechanism, is based on a specific set of conditions and market prices at the time of its adoption.

Future Outlook

The filing does not contain explicit forward-looking financial guidance. However, it details the conditions under which Class B Common Stock will convert to Class A Common Stock, which could impact the total outstanding shares of Class A Common Stock in the future.

Management Comments

• The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025.
• The price reported in Column 4 is an average execution price rounded to the nearest hundredth. These shares were sold in multiple transactions at prices ranging from $29.99 to $30.35 inclusive.
• The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

Industry Context

StockSavvy.ai notes that insider sales under Rule 10b5-1 plans are common in the retail and e-commerce sectors as executives manage their personal portfolios. The execution price range suggests market liquidity at the time of the transactions.

Related Party Transactions

• The transfer of 277,693 shares of Class B Common Stock from Sky Scorpio 2 Trust to the Reporting Person is noted as an exempt transaction.

Stakeholder Impact

• Shareholders: The sale of shares by a Co-Chief Executive Officer may lead to short-term market sentiment shifts, though the Rule 10b5-1 plan provides a degree of reassurance.
• Employees: The conversion terms of Class B Common Stock could impact employee equity if they hold such shares or are part of the 'permitted ownership group'.

Next Steps

• The Class B Common Stock will automatically convert into Class A Common Stock under specific conditions outlined in the filing, such as transfer, a fixed date (October 1, 2031), or changes in Neil Blumenthal's or Dave Gilboa's roles with the company.
• The reporting person may continue to sell shares under the Rule 10b5-1 plan as per its terms.

Key Dates

Keywords

Warby Parker, WRBY, Form 4, Insider Trading, Rule 10b5-1, Stock Sale, Neil Blumenthal, Class A Common Stock, Class B Common Stock, Beneficial Ownership, SEC Filing