UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 426, 2026

Warby Parker Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware (State or Other ~~Jurisdiction~~Jurisdictionof of Incorporation) 001-40825 (~~Commission~~CommissionFile ~~File~~ Number) 80-0423634 (IRS ~~Employer~~EmployerIdentification ~~Identification~~ No.)

233 Spring Street, 6th Floor East New York, New York	10013
(Address of Principal Executive Offices)	(Zip Code)


233 Spring Street, 6th Floor East New York, New York (Address of Principal Executive Offices)			10013 (Zip Code)

(646) 847-7215

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

WRBY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~P30~~§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

On February 426, 2026, ~~the Board of Directors (the “Board”) of~~ Warby Parker Inc. (the “Company”) ~~appointed~~issued ~~Adrian~~a ~~Mitchell~~press asrelease ~~Chief~~announcing ~~Financial Officer of~~ the Company,’s ~~effective as~~financial ofresults ~~February~~for ~~10,~~the ~~2026~~fourth ~~(the~~quarter ~~“Effective~~and ~~Date”).~~full Onyear ~~the~~ended ~~Effective~~December ~~Date~~31, Mr2025. ~~Mitchell~~A ~~will~~copy ~~also~~of ~~assume~~ the ~~roles of~~press ~~principal~~release ~~financial~~is ~~officer~~furnished ~~and~~as ~~principal~~Exhibit ~~accounting~~99.1 ~~officer of the Company,~~ to ~~succeed~~this ~~Dave~~Current ~~Gilboa,~~Report ~~who had previously assumed these roles~~ on anForm ~~interim basis. Mr. Gilboa will continue as Co~~8-~~Chief~~K ~~Executive~~and ~~Officer~~is ofincorporated ~~the~~herein ~~Company~~by reference.

~~Mr.~~The ~~Mitchell,~~information ~~52,~~in ~~brings~~this ~~more~~Item ~~than 25 years of experience scaling leading consumer and retail businesses~~2. ~~Most recently~~02, heincluding ~~served~~Exhibit ~~as Chief Operating Officer and Chief Financial Officer of Macy’s, Inc~~99. ~~until June 2025. Mr. Mitchell joined Macy’s~~1, ~~Inc.~~is asfurnished ~~Chief~~herewith ~~Financial~~and ~~Officer~~shall innot ~~November~~be ~~2020~~deemed ~~and~~“filed” ~~took~~for onpurposes ~~the additional role~~ of ~~Chief~~ ~~Operating~~Section ~~Officer~~18 ~~in March 2023. Prior to joining Macy’s, Inc., Mr. Mitchell was Managing Director and Partner at Boston Consulting Group from 2017 to 2020. From 2016 to 2017, he served as Chief Executive Officer~~ of ~~Arhaus,~~the aSecurities ~~home~~Exchange ~~furnishings~~Act ~~retailer. Prior to his tenure at Arhaus, Mr. Mitchell held positions~~ of ~~increasing responsibility at Crate and Barrel~~1934, ~~including~~ as ~~Chief~~amended ~~Financial~~(“Exchange ~~Officer~~Act”), ~~Chief~~ ~~Operating~~or ~~and~~otherwise ~~Chief~~subject ~~Financial Officer, and interim Chief Executive Officer. He held management positions at Target Corporation from 2007~~ to ~~2010.~~the ~~Mr.~~liabilities ~~Mitchell~~of ~~began~~that ~~his career and spent approximately 10 years at McKinsey & Company~~section, ~~Inc.,~~nor ~~where~~shall heit ~~co-founded~~be ~~the North~~incorporated ~~American~~by ~~Lean~~reference ~~Operations~~into ~~Retail~~any ~~Practice.~~filing Heunder ~~currently serves on~~ the ~~Board~~Securities ofAct ~~Directors~~ of ~~Stanley~~1933, ~~Black~~as ~~& Decker~~amended, ~~Inc.~~or ~~and is~~the aExchange ~~former~~Act, ~~board~~except ~~member~~as ofshall ~~Recreational~~be ~~Equipment~~expressly ~~Inc.~~set ~~(REI).~~forth ~~Mr.~~by ~~Mitchell~~specific ~~holds~~reference ain ~~Master~~such ~~of Business Administration from Harvard Business School and~~ a ~~Bachelor of Science in Chemical Engineering from Louisiana State University~~filing.

~~The~~Item ~~Company and Mr~~8.01 Other Mitchell have entered into an employment offer letter, dated January 31, 2026, in connection with Mr. Mitchell’s appointment as Chief Financial Officer (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Mitchell is eligible for the following compensation: (i) an annual base salary of $530,000; (ii) equity awards, subject to approval by the Board or its Compensation Committee, comprised of: (a) an equity award with an annualized value of $2,700,000, prorated based on the number of days remaining in the calendar year after the Effective Date, of which 50% will be time-based restricted stock units and 50% will be performance stock units; and (b) a one-time sign-on equity award of time-based restricted stock units valued at $1,000,000; and (iii) an annual travel allowance of $75,000. Mr. Mitchell will also be eligible to participate in the Company’s annual performance-based bonus program, with a target bonus of 65% of his annual base salary, prorated for actual time worked in the applicable fiscal year and settled in the form of fully vested restricted stock units, provided that Mr. Mitchell remains employed at the Company at the time bonuses are awarded for such fiscal year.Events

~~The~~On ~~foregoing~~February ~~description~~26, of2026, the ~~Offer~~Company ~~Letter~~announced ~~does~~that ~~not~~its ~~purport~~Board of Directors authorized a share repurchase program to purchase up to $100.0 million of the Company’s Class A common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be ~~complete~~ ~~and~~made isin ~~qualified~~the open market, in ~~its~~privately ~~entirety~~negotiated bytransactions, ~~reference~~or tootherwise, with the ~~full~~amount ~~text~~and timing of repurchases to be determined at the ~~Offer~~Company’s ~~Letter~~discretion, ~~which~~depending on market conditions and corporate needs. Open market repurchases will be ~~filed~~structured asto anoccur ~~exhibit~~in toaccordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company’s ~~Annual~~may ~~Report~~also, onfrom ~~Form~~time 10to time, enter into Rule 10b5-K1 ~~for~~plans to facilitate repurchases of its shares under this authorization. The Share Repurchase Program does not have a fixed expiration date, does not obligate the ~~year~~Company ~~ended~~to ~~December~~acquire 31any particular amount of Class A common stock, ~~2025~~and may be modified, suspended, or terminated at any time at the discretion of the Company’s Board of Directors.

~~There~~Item ~~are no arrangements or understandings between Mr~~9. ~~Mitchell and any other persons pursuant to which he was appointed as Chief~~ 01 Financial ~~Officer~~Statements ~~of the Company. There are no family relationships between Mr. Mitchell~~ and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Mitchell is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.Exhibits

~~Item~~(d) ~~7.01 Regulation FD Disclosure.~~Exhibits

On February 9, 2026, the Company issued a press release announcing the leadership change described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.


Exhibit No.						Description
99.1						Press Release Issued by the Company dated February 2 6 , 20 26
104						Cover Page Interactive Data File (embedded within the Inline XBRL)

The information in this Item 7.01, including Exhibit 99.1, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits


	WARBY PARKER INC.

Dated: February 26, 2026	By:	/s/ Adrian Mitchell
		Adrian Mitchell
		Chief Financial Officer

Exhibit No.		Description
99.1		Press Release Issued by the Company dated February 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WARBY PARKER INC.
Dated: February 9, 2026	By:	/s/ Chris Utecht
		Chris Utecht
		SVP, General Counsel & Secretary

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