Wayfair (NYSE: W) CTO trust sells 9,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Wayfair Inc. Chief Technology Officer Fiona Tan, through a revocable trust, reported a planned sale of Class A common stock. On January 13, 2026, the revocable trust sold 9,000 shares at $119 per share. After this transaction, the trust beneficially owned 200,328 Wayfair Class A shares, reported as indirectly owned by Tan.

The filing notes that these sales were carried out under a Rule 10b5-1 trading plan established by the reporting person as trustee for the revocable trust on August 5, 2025, indicating the transactions were pre-arranged under that plan rather than made on an ad hoc basis.

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^*

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)
01/13/2026

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	01/13/2026		S(1)		9,000	D	$119	200,328	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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on behalf of the revocable trust, as trustee, on August 5, 2025.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	01/15/2026
	** 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?

The filing reports that a revocable trust associated with Wayfair Inc. Chief Technology Officer Fiona Tan sold 9,000 shares of Wayfair Class A common stock on January 13, 2026.

At what price were the Wayfair (W) shares sold in this Form 4?

The revocable trust sold the 9,000 shares of Wayfair Class A common stock at a price of $119 per share.

How many Wayfair (W) shares does the revocable trust hold after this transaction?

Following the reported sale, the revocable trust beneficially owned 200,328 shares of Wayfair Class A common stock, reported as indirect ownership by Fiona Tan.

Was the Wayfair (W) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person, as trustee for the revocable trust, on August 5, 2025.

Who is the reporting person in this Wayfair (W) Form 4 filing?

The reporting person is Fiona Tan, who serves as Chief Technology Officer of Wayfair Inc. The reported holdings and sale relate to shares held indirectly through a revocable trust.

How is ownership of the Wayfair (W) shares characterized in this filing?

The 200,328 shares reported after the transaction are listed as indirectly owned by Fiona Tan, with the nature of ownership described as "By Revocable Trust".