Wayfair (W) Insider Transfer: Fiona Tan Moves 141k Shares to Trust

Rhea-AI Filing Summary

Wayfair Inc. (W) – Form 4 insider filing dated 31 Jul 2025

Chief Technology Officer Fiona Tan disclosed a Code G (gift) transfer of 141,325 Class A shares. The stock was moved from her direct ownership to a revocable trust of which she is the trustee and her immediate family the beneficiaries. No cash consideration was exchanged.

Following the transaction, Tan holds 0 shares directly and 212,216 shares indirectly through the trust, leaving her total beneficial ownership essentially unchanged. The filing signals an administrative re-classification for estate or wealth-planning purposes rather than a market sale or purchase, and therefore carries limited trading implication.

Insights

Corporate Governance Specialist

TL;DR: Internal gift to family trust; no change in economic exposure—neutral impact.

The Code G transaction merely shifts 141,325 shares from direct to indirect ownership. Such estate-planning moves are routine and do not affect public float, voting power, or insider sentiment. Because the shares remain under Fiona Tan’s control as trustee, the alignment of management with shareholders is intact. No valuation, liquidity, or governance red flags arise.

Sell-side Equity Analyst

TL;DR: Non-monetary transfer; does not signal bullish or bearish view.

The absence of consideration and unchanged net beneficial stake suggest the CTO’s outlook on Wayfair shares is neutral. Investors should not interpret the move as an indicator of future operating performance or insider conviction. Trading impact is negligible; our model assumptions and target price remain unaffected.

Insider Trade Summary

282,650 shares gifted

Mixed 2 txns

Insider Tan Fiona

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	141,325	$0.00	--
Gift	Class A Common Stock	141,325	$0.00	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct); Class A Common Stock — 212,216 shares (Indirect, By Revocable Trust)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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)
07/31/2025

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	07/31/2025		G(1)		141,325	D	$0	0	D
Class A Common Stock	07/31/2025		G(1)		141,325	A	$0	212,216	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 a 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	08/04/2025
	** 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

How many Wayfair (W) shares did CTO Fiona Tan transfer?

She moved 141,325 Class A shares on 31 Jul 2025.

Was cash exchanged in the reported insider transaction?

No. The shares were gifted at $0 under a Code G transaction.

What are Fiona Tan’s holdings after the transaction?

She now owns 212,216 shares indirectly via a revocable trust and 0 shares directly.

Does the filing indicate buying or selling pressure for Wayfair stock?

No. It is an internal ownership re-classification with no market purchase or sale.

Why use a revocable trust for insider share transfers?

Revocable trusts are common estate-planning tools allowing insiders to retain control while structuring family beneficiaries.