Warby Parker Inc.·4

Mar 6, 5:12 PM ET

Gilboa David Abraham 4

4 · Warby Parker Inc. · Filed Mar 6, 2026

Research Summary

AI-generated summary of this filing

Updated

Warby Parker CEO Dave Gilboa Exercises RSUs; Shares Withheld

What Happened

  • Dave Gilboa, CEO of Warby Parker (WRBY), experienced an RSU vesting event on March 5, 2026. He acquired a total of 58,115 shares through exercise/conversion transactions (13,475 and 44,640 shares reported as acquired at $0.00). To cover required tax withholding, 31,090 shares were surrendered/withheld and reported as disposed at $27.36 each, generating total withholding value of $850,622 (7,453 shares = $203,914; 23,637 shares = $646,708). Several other zero-dollar disposals/convertions were reported consistent with converting Class B to Class A shares.

Key Details

  • Transaction date: 2026-03-05 (filed 2026-03-06; timely filing)
  • Acquired: 58,115 shares via exercise/conversion at $0.00 per share
  • Withheld/disposed for taxes: 31,090 shares at $27.36; total ~$850,622
  • Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding)
  • Shares owned after transaction: not specified in this filing
  • Notable footnotes: filing relates to RSU vesting; each RSU represents a contingent right to one share of Class B common stock which is convertible one-for-one into Class A; shares were withheld by the issuer to cover tax withholding obligations. RSUs have scheduled monthly vesting per cited footnotes.

Context

  • This was a routine RSU vesting and tax-withholding transaction, not an open-market purchase or discretionary sale. The exercises/conversions were reported at $0 (typical for RSU settlement/conversion), while the F entries reflect shares withheld/surrendered to cover tax obligations (a cashless tax-withholding mechanism). Such withholding transactions are common and do not necessarily signal a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-03-05
Gilboa David Abraham
DirectorCo-Chief Executive Officer
Transactions
  • Exercise/Conversion

    Class A Common Stock

    2026-03-05+13,47557,746 total
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-03-05$27.36/sh7,453$203,91450,293 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F3][F4]
    2026-03-0544,640422,424 total
    Class B Common Stock (44,640 underlying)
  • Exercise/Conversion

    Class B Common Stock

    [F5][F6]
    2026-03-05+44,6404,654,563 total
    Class A Common Stock (44,640 underlying)
  • Tax Payment

    Class B Common Stock

    [F5][F6][F7]
    2026-03-05$27.36/sh23,637$646,7084,630,926 total
    Class A Common Stock (23,637 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F3][F9]
    2026-03-059,81575,253 total
    Class A Common Stock (9,815 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F3][F10]
    2026-03-053,660128,133 total
    Class A Common Stock (3,660 underlying)
Holdings
  • Class B Common Stock

    [F5][F6]
    (indirect: By Trust)
    Class A Common Stock (1,656,770 underlying)
    1,656,770
Footnotes (10)
  • [F1]Represents shares of Class A Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.
  • [F10]The RSUs will vest in 36 monthly installments beginning on January 1, 2026.
  • [F2]Each RSU represents a contingent right to receive one share of the Company's Class B Common Stock.
  • [F3]This filing relates to the occurrence of a RSU vesting event.
  • [F4]The RSUs will vest in 60 monthly installments beginning on July 1, 2021.
  • [F5]The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (i) transfer of Class B Common Stock to a person or entity that is not in the transferor's permitted ownership group, (ii) October 1, 2031, (iii) with respect to any Class B Common Stock held by any person or entity in Neil Blumenthal's permitted ownership group, (A) such time as Neil Blumenthal is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Neil Blumenthal ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Neil Blumenthal,
  • [F6]and (iv) with respect to any Class B common stock held by any person or entity in Dave Gilboa's permitted ownership group, (A) such time as Dave Gilboa is removed or resigns from the board of directors, or otherwise ceases to serve as a director, (B) such time as Dave Gilboa ceases to be either an employee, officer or consultant of the Company or any of its subsidiaries, or (C) the date that is 12 months after the death or disability of Dave Gilboa.
  • [F7]Represents shares of Class B Common Stock withheld by the Issuer to cover required tax withholding obligations in connection with the vesting of RSUs.
  • [F8]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  • [F9]The RSUs will vest in 36 monthly installments beginning on January 1, 2025.
Signature
/s/ Chris Utecht, Attorney-in-Fact|2026-03-06

Documents

1 file
  • 4
    tm268224-2_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT