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

Warby Parker Co-CEO David Gilboa sold 54,347 shares of Class A common stock for approximately $1.6 million as part of a pre-arranged trading plan.

Summary

• David Gilboa, Co-Chief Executive Officer and Director of Warby Parker Inc. (WRBY), reported a transaction on July 6, 2026.
• Gilboa sold 54,347 shares of Class A Common Stock.
• The sale was executed under a Rule 10b5-1 trading plan adopted on March 17, 2026.
• The average execution price was $29.84 per share, with individual sales ranging from $29.75 to $30.00.
• The total value of the transaction was approximately $1.6 million.
• Following the sale, Gilboa beneficially owns 31,112 shares of Class A Common Stock directly.
• He also holds derivative securities, including a stock option to buy 54,347 shares of Class A Common Stock at $3.83 per share, expiring February 21, 2027.
• Additionally, Gilboa beneficially owns 4,555,404 shares of Class B Common Stock directly, which are convertible into Class A Common Stock under specific conditions.
• He also indirectly beneficially 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 as a neutral filing. While a significant sale by a top executive can raise concerns, the execution under a pre-arranged 10b5-1 plan mitigates immediate negative sentiment.

Positives

• The sale was conducted under a Rule 10b5-1 plan, indicating pre-planned and potentially non-insider trading related activity.
• The stock option held by Gilboa is fully vested and has a strike price significantly lower than the current sale price, suggesting potential for future gains if the stock price increases.
• Gilboa retains a substantial number of shares directly and indirectly, indicating continued significant ownership and belief in the company.

Negatives

• A significant number of shares were sold by a key executive, which could be perceived negatively by the market.
• The sale represents a notable portion of the shares directly held by the reporting person.

Risks

• The Rule 10b5-1 plan is subject to specific conditions, and any deviation or failure to meet these conditions could have implications.
• The conversion of Class B Common Stock into Class A Common Stock is contingent on several factors, including potential changes in directorship or employment status of key individuals like Dave Gilboa and Neil Blumenthal, as well as specific dates and transfer restrictions.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2026.
• The price reported is an average execution price rounded to the nearest hundredth, with shares sold in multiple transactions at prices ranging from $29.75 to $30.00 inclusive.
• The reporting person undertakes to provide full information regarding the number of shares purchased at each separate price upon request.

Industry Context

StockSavvy.ai notes that executive stock sales under Rule 10b5-1 plans are common for managing personal finances and diversifying holdings, especially when stock prices are at favorable levels. However, the volume and timing relative to company performance can influence market perception.

Stakeholder Impact

• Shareholders: May interpret the sale as a signal of reduced confidence by a key executive, potentially impacting share price, although the 10b5-1 plan mitigates this concern.
• Employees: Similar to shareholders, may view the sale with caution, but the structured nature of the sale is a mitigating factor.
• Management: The sale by a Co-CEO highlights the importance of ongoing stock ownership and adherence to trading plans.

Next Steps

• The stock option granted on February 22, 2017, will expire on February 21, 2027.
• Class B Common Stock may convert to Class A Common Stock under specific conditions, including by October 1, 2031, or upon certain events related to Dave Gilboa and Neil Blumenthal.

Key Dates

Keywords

Warby Parker, WRBY, Form 4, Insider Trading, Stock Sale, Rule 10b5-1, David Gilboa, Co-CEO, Class A Common Stock, Class B Common Stock, Stock Option, Beneficial Ownership