Wayfair CFO RSUs Vest; Tax-Withholding Sale of 12,941 Shares at $86.41
Rhea-AI Filing Summary
Kate Gulliver, Wayfair Inc.'s CFO and Chief Administrative Officer, reported multiple equity transactions dated 10/01/2025 on a Form 4. Several restricted stock units (RSUs) vested when service conditions were satisfied; the filings show grants from 2020, 2021, 2022, 2023, and 09/22/2025. The issuer withheld 12,941 shares to satisfy tax withholding and those withheld shares were disposed of in a transaction reported at a price of $86.41 per share. After the reported transactions, Ms. Gulliver beneficially owned 185,109 shares of Class A common stock, held directly.
The Form distinguishes non-derivative shares and derivative RSU awards and notes specific vesting schedules for remaining unvested RSUs, including scheduled quarterly vesting beginning 01/01/2026 and specific vesting on 01/01/2026 and 04/01/2026 for certain grants.
Positive
- Multiple RSU grants vested upon satisfaction of service conditions on 10/01/2025
- Beneficial ownership increased to 185,109 shares following vesting events (direct ownership)
Negative
- 12,941 shares were withheld/disposed to satisfy tax withholding, reported as a sale at $86.41 per share
- Some RSUs remain unvested with scheduled vesting dates in 2026, indicating ongoing equity dilution potential
Insights
Insider reported RSU vesting and tax-withholding sale of 12,941 shares at $86.41.
The Form 4 documents that multiple RSU grants vested on 10/01/2025 after service conditions were met, and the issuer withheld 12,941 shares to satisfy the reporting person's tax withholding obligation. The withheld shares were reported as disposed with transaction code F at $86.41 per share.
Following these actions, the filing shows the reporting person directly beneficially owns 185,109 shares of Class A common stock. The document also lists scheduled future vesting dates for remaining RSUs, including quarterly vesting commencing 01/01/2026.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit ("RSU") | 335 | $0.00 | -- |
| Exercise | Restricted Stock Unit ("RSU") | 181 | $0.00 | -- |
| Exercise | Restricted Stock Unit ("RSU") | 217 | $0.00 | -- |
| Exercise | Restricted Stock Units ("RSUs") | 584 | $0.00 | -- |
| Exercise | Restricted Stock Unit ("RSU") | 25,444 | $0.00 | -- |
| Exercise | Class A Common Stock | 335 | $0.00 | -- |
| Exercise | Class A Common Stock | 181 | $0.00 | -- |
| Exercise | Class A Common Stock | 217 | $0.00 | -- |
| Exercise | Class A Common Stock | 584 | $0.00 | -- |
| Exercise | Class A Common Stock | 25,444 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 12,941 | $86.41 | $1.12M |
Footnotes (1)
- These shares represent the number of shares of Class A Common Stock withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the RSUs reported in this Form 4. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2025. These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, an aggregate amount of 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026. These RSUs, which were granted on April 18, 2022, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 217 shares will vest on each of January 1, 2026, and April 1, 2026, and an aggregate amount of 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026. These RSUs, which were granted on February 1, 2023, vest upon the satisfaction of a service condition and have no expiration date. With respect to the number of shares that have not vested, subject to continued service on each applicable vesting date, 584 shares will vest on each of January 1, 2026, and April 1, 2026, and an aggregate amount of 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026. These RSUs, which were granted on September 22, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2025.
