Wayfair (W) CFO reports RSU vesting, tax withholding and share sale

Rhea-AI Filing Summary

Wayfair Inc. (W) reported insider equity activity by its CFO and Chief Administrative Officer, Kate Gulliver. On January 1, 2026, several restricted stock unit (RSU) awards vested, resulting in the acquisition of 391, 217, 584, and 18,001 shares of Class A common stock at an exercise price of $0 per share. To cover tax withholding on these vestings, 8,955 shares were withheld by the company at a price of $106.56 per share.

On January 2, 2026, Gulliver sold 36,497 shares of Class A common stock at a price of $106.50 per share in an open-market transaction. The filing states that these sales were carried out under a Rule 10b5-1 trading plan adopted on August 6, 2025. After these transactions, Gulliver beneficially owned 149,238 shares directly, and still holds several unvested RSU tranches scheduled to vest through 2026, subject to continued service.

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

OMB Number:			3235-0287
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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).

X

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^*

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)
01/01/2026

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	01/01/2026		M		391	A	$0	175,888	D
Class A Common Stock	01/01/2026		M		217	A	$0	176,105	D
Class A Common Stock	01/01/2026		M		584	A	$0	176,689	D
Class A Common Stock	01/01/2026		M		18,001	A	$0	194,690	D
Class A Common Stock	01/01/2026		F		8,955(1)	D	$106.56	185,735	D
Class A Common Stock	01/02/2026		S(2)		36,497	D	$106.5	149,238	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")	(3)	01/01/2026		M			391	(4)	(4)	Class A Common Stock	391	$0	1,176	D
Restricted Stock Unit ("RSU")	(3)	01/01/2026		M			217	(5)	(5)	Class A Common Stock	217	$0	1,092	D
Restricted Stock Units ("RSUs")	(3)	01/01/2026		M			584	(6)	(6)	Class A Common Stock	584	$0	2,296	D
Restricted Stock Unit ("RSU")	(3)	01/01/2026		M			18,001	(7)	(7)	Class A Common Stock	18,001	$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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2025.

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

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, 392 shares will vest on each of April 1, 2026, July 1, 2026, and October 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 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 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 December 21, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2026.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Wayfair (W) disclose for Kate Gulliver?

The filing shows RSU vesting into Class A common stock on January 1, 2026, tax-share withholding, and an open-market sale of shares on January 2, 2026.

How many Wayfair shares did Kate Gulliver sell and at what price?

Kate Gulliver sold 36,497 shares of Wayfair Class A common stock at a price of $106.50 per share on January 2, 2026.

Were Kate Gulliver’s Wayfair share sales made under a Rule 10b5-1 plan?

Yes. The sales reported were effected under a Rule 10b5-1 trading plan that she adopted on August 6, 2025.

How many Wayfair shares does Kate Gulliver own after these transactions?

Following the reported transactions, Kate Gulliver beneficially owned 149,238 shares of Wayfair Class A common stock directly.

What RSU awards for Wayfair (W) vested for Kate Gulliver on January 1, 2026?

On January 1, 2026, RSU awards vested into 391, 217, 584, and 18,001 shares of Wayfair Class A common stock, each at an exercise price of $0.

How many Wayfair shares were withheld for taxes on Kate Gulliver’s RSU vesting?

The issuer withheld 8,955 shares of Class A common stock at $106.56 per share to satisfy tax withholding obligations on the RSU vesting.

What are the future vesting terms of Kate Gulliver’s remaining Wayfair RSUs?

The explanations state that remaining RSUs from grants in 2021, 2022, and 2023 are scheduled to vest in specified quarterly amounts through 2026, subject to continued service.