Wayfair (NYSE: W) CTO Fiona Tan reports bona fide stock gifts

Rhea-AI Filing Summary

Wayfair Inc. Chief Technology Officer Fiona Tan reported two bona fide gift transfers of 11,370 shares each of Class A common stock on February 23, 2026. One transaction reduced her direct holdings to zero, while another involved indirectly held shares.

The indirectly held shares are associated with a revocable trust, for which she is trustee and whose beneficiaries are members of her immediate family. Following these reported gifts, 211,698 shares of Class A common stock remained held indirectly through the revocable trust.

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^*

Tan Fiona

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		G(1)		11,370	D	$0	0	D
Class A Common Stock	02/23/2026		G(1)		11,370	A	$0	211,698	I	By Revocable Trust

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. Represents a transfer to the revocable trust. The reporting person is the trustee of the revocable trust, and members of the reporting person's immediate family are the sole beneficiaries of the revocable trust.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	02/25/2026
	** 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) report for Fiona Tan?

Wayfair reported that Chief Technology Officer Fiona Tan filed a Form 4 showing two bona fide gift transfers of Class A common stock on February 23, 2026, reflecting non-cash dispositions rather than open-market purchases or sales.

How many Wayfair (W) shares were transferred in Fiona Tan’s Form 4?

The Form 4 reports two separate transactions of 11,370 shares of Wayfair Class A common stock each. Both are coded as bona fide gifts, indicating transfers without consideration rather than sales for cash in the market.

Did Fiona Tan sell any Wayfair (W) shares in this Form 4?

No, the transactions are coded “G” for bona fide gifts, not sales. The reported dispositions reflect stock given away, with a price per share of $0.00, rather than shares sold for cash proceeds.

How did these gifts affect Fiona Tan’s direct Wayfair (W) holdings?

After one of the bona fide gift transfers, Fiona Tan’s direct holdings of Wayfair Class A common stock fell to zero shares, indicating she no longer holds shares directly in her own name following the reported transaction.

What role does the revocable trust play in Fiona Tan’s Wayfair (W) holdings?

One transaction involves shares held indirectly through a revocable trust. Fiona Tan is the trustee, and her immediate family members are the sole beneficiaries, with 211,698 shares of Wayfair Class A common stock reported as indirectly held after the transaction.

What is the transaction code used in Fiona Tan’s Wayfair (W) Form 4?

Both transactions use code “G”, described as a bona fide gift. This indicates the reported movements of Wayfair Class A common stock are charitable or personal gifts, not purchases or sales executed in the open market.