Wayfair director granted 3,176 RSUs

NAYLOR JEFFREY G reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

NAYLOR JEFFREY G reported acquisition or exercise transactions in this Form 4 filing.

Wayfair Inc. director Jeffrey G. Naylor reported receiving a grant of 3,176 shares of Class A common stock in the form of restricted stock units. These RSUs vest over time based on continued service, with one quarter vesting on May 1, 2026 and additional quarters vesting every three months of continuous service thereafter.

After this award, Naylor’s directly held Class A common stock totaled 33,052 shares, reflecting his updated beneficial ownership position.

Insider Trade Summary

Grant/Award: 3,176 shares

Grant/Award 1 txn

Insider NAYLOR JEFFREY G

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,176	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 33,052 shares (Direct)

Footnotes (1)

1. F1. Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU"). The RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on May 1, 2026 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Wayfair (W) director Jeffrey Naylor report?

Wayfair director Jeffrey G. Naylor reported an acquisition of 3,176 shares of Class A common stock via a restricted stock unit award. This was a grant, not an open-market purchase, and increased his directly held beneficial ownership in the company.

How many Wayfair (W) shares does Jeffrey Naylor own after this Form 4?

After the reported restricted stock unit grant, Jeffrey G. Naylor beneficially owns 33,052 shares of Wayfair Class A common stock directly. This figure reflects his updated holdings following the 3,176-share award disclosed in the Form 4 filing.

How do Jeffrey Naylor’s Wayfair RSUs vest according to the Form 4?

The restricted stock units granted to Jeffrey G. Naylor vest based on continued service. One quarter of the 3,176 RSUs vests on May 1, 2026, with an additional quarter vesting after each three-month period of continuous service thereafter until fully vested.

Was cash paid for the Wayfair (W) shares reported in Jeffrey Naylor’s Form 4?

No cash was paid for these shares. The 3,176 Wayfair Class A shares were granted as restricted stock units at a reported price per share of 0.0000, indicating an equity compensation award rather than a market purchase transaction.

What type of security was involved in Jeffrey Naylor’s Wayfair Form 4 transaction?

The transaction involved Wayfair Class A common stock delivered through restricted stock units. Each RSU represents one share of Class A common stock issuable upon vesting, subject to the specified service-based vesting schedule described in the Form 4 footnote.

What does the transaction code on Jeffrey Naylor’s Wayfair Form 4 mean?

The Form 4 uses transaction code “A,” which denotes a grant, award, or other acquisition. In this case, it reflects the award of 3,176 restricted stock units of Wayfair Class A common stock tied to service-based vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/06/2026 - 05:16 PM EST Learn about SEC filing dates

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^*

NAYLOR JEFFREY G

(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)
03/05/2026

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	03/05/2026		A		3,176(1)	A	$0	33,052	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. Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU"). The RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on May 1, 2026 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.

Remarks:

	/s/ Enrique Colbert, Attorney-in-Fact for Jeffrey G. Naylor	03/06/2026
	** 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.
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