Wayfair (NYSE: W) director Diana Frost holds 5,128 shares after tax trade

Rhea-AI Filing Summary

Wayfair Inc. director Diana Frost reported a routine tax-related share withholding. On 02/02/2026, 548 shares of Wayfair Class A Common Stock were withheld by the company at $104.72 per share to satisfy her tax obligations from vested Restricted Stock Units. After this transaction, she beneficially owns 5,128 Class A shares directly.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frost Diana

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		F		548(1)	D	$104.72	5,128	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

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 in connection with the vesting of Restricted Stock Units.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Diana Frost	02/04/2026
	** 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 insider transaction did Wayfair (W) director Diana Frost report?

Diana Frost reported a tax-related share withholding. On 02/02/2026, 548 Wayfair Class A shares were withheld by the company to cover taxes from Restricted Stock Unit vesting, a common administrative transaction rather than an open-market sale.

How many Wayfair (W) shares were withheld for Diana Frost’s taxes?

A total of 548 Class A Common Stock shares were withheld. The issuer retained these shares at $104.72 per share to satisfy Diana Frost’s tax withholding obligations tied to vesting Restricted Stock Units granted as part of her compensation.

Does Diana Frost still own Wayfair (W) shares after the withholding?

Yes, she continues to hold Wayfair shares. Following the 548-share tax withholding, Diana Frost beneficially owns 5,128 shares of Wayfair Class A Common Stock, all reported as directly held in her name after the transaction.

Was Diana Frost’s Wayfair (W) transaction an open-market sale?

No, it was not an open-market sale. The shares were withheld by Wayfair to cover Diana Frost’s tax obligations from Restricted Stock Unit vesting, which is an administrative settlement rather than a discretionary market sale of stock.

What price per share was used in Diana Frost’s Wayfair (W) tax withholding?

The withholding used a price of $104.72 per share. This price applied to the 548 Wayfair Class A shares retained by the company to satisfy Diana Frost’s tax withholding obligations related to the vesting of Restricted Stock Units.

What role does Diana Frost hold at Wayfair (W)?

Diana Frost serves as a director at Wayfair Inc. Her Form 4 filing reports equity-related activity in her capacity as a board member, specifically the tax withholding of shares from Restricted Stock Unit vesting rather than a voluntary stock market transaction.