[Form 4] Wayfair Inc. Insider Trading Activity

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

Corporate Governance Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gulliver Kate

(Last) (First) (Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/01/2025		M		335	A	$0	171,624	D
Class A Common Stock	10/01/2025		M		181	A	$0	171,805	D
Class A Common Stock	10/01/2025		M		217	A	$0	172,022	D
Class A Common Stock	10/01/2025		M		584	A	$0	172,606	D
Class A Common Stock	10/01/2025		M		25,444	A	$0	198,050	D
Class A Common Stock	10/01/2025		F		12,941(1)	D	$86.41	185,109	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit ("RSU")	(2)	10/01/2025		M			335	(3)	(3)	Class A Common Stock	335	$0	0	D
Restricted Stock Unit ("RSU")	(2)	10/01/2025		M			181	(4)	(4)	Class A Common Stock	181	$0	1,567	D
Restricted Stock Unit ("RSU")	(2)	10/01/2025		M			217	(5)	(5)	Class A Common Stock	217	$0	1,309	D
Restricted Stock Units ("RSUs")	(2)	10/01/2025		M			584	(6)	(6)	Class A Common Stock	584	$0	2,880	D
Restricted Stock Unit ("RSU")	(2)	10/01/2025		M			25,444	(7)	(7)	Class A Common Stock	25,444	$0	0	D

Explanation of Responses:

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.

2. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Wayfair (W) insider Kate Gulliver report on Form 4?

The Form 4 reports RSU vestings on 10/01/2025, a tax-withholding disposition of 12,941 shares sold at $86.41, and a post-transaction beneficial ownership of 185,109 Class A shares.

Why were 12,941 shares disposed according to the filing?

The filing states those shares were withheld by the issuer to satisfy the reporting person's tax withholding obligation upon RSU vesting.

How many RSU grants vested and from which grant dates?

The Form shows vested RSUs from grants dated 11/12/2020, 11/11/2021, 4/18/2022, 2/1/2023, and 9/22/2025, with service conditions satisfied on 10/01/2025 for some grants.

What is the price reported for the share disposition?

The reported sale price for the disposed shares is $86.41 per share.

Are there remaining unvested RSUs and when do they vest?

Yes. The filing lists scheduled vesting including quarterly vesting commencing 01/01/2026 and specific vesting on 01/01/2026 and 04/01/2026 for certain grants.