Wayfair CFO converts stock awards into 23,468 shares

Q: How many shares did Wayfair (W) withhold for Kate Gulliver’s taxes?

The issuer withheld 11,348 shares to satisfy Kate Gulliver’s tax-withholding obligation upon vesting, at a reported price of $101.37 per share.

Q: What Wayfair (W) RSUs are scheduled to vest after October 1, 2026?

For the April 18, 2022 grant, 219 shares are scheduled to vest on January 1, 2027, and 219 on April 1, 2027. For the February 1, 2023 grant, 428 shares are scheduled on each date. For the May 1, 2026 grant, 22,428 shares are scheduled on January 1 and 22,429 on April 1. Each vesting is subject to continued service.

The issuer withheld 11,348 shares for the CFO’s tax obligation at a reported price of $101.37 per share.

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Form Type

Rhea-AI Filing Summary

Wayfair Inc. CFO and Chief Admin Officer Kate Gulliver had 23,468 restricted stock units convert into Class A common stock on October 1, 2026. The issuer withheld 11,348 shares to satisfy her tax-withholding obligation upon vesting, at a reported price of $101.37 per share. Additional RSUs are scheduled to vest on January 1 and April 1, 2027, subject to continued service.

Insider Trade Summary

23,468 shares exercised/converted

Exercise 9 txns

Insider Gulliver Kate

Role CFO and Chief Admin Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit ("RSU") ^{F2, F3}	392	$0.00	$0.00
Exercise	Restricted Stock Unit ("RSU") ^{F2, F4}	219	$0.00	$0.00
Exercise	Restricted Stock Units ("RSUs") ^{F2, F5}	428	$0.00	$0.00
Exercise	Restricted Stock Unit ("RSU") ^{F2, F6}	22,429	$0.00	$0.00
Exercise	Class A Common Stock	392	$0.00	$0.00
Exercise	Class A Common Stock	219	$0.00	$0.00
Exercise	Class A Common Stock	428	$0.00	$0.00
Exercise	Class A Common Stock	22,429	$0.00	$0.00
Tax Withholding	Class A Common Stock ^F1	11,348	$101.37	$1.15M

Holdings After Transaction: Restricted Stock Unit ("RSU") — 45,295 contracts (Direct); Restricted Stock Units ("RSUs") — 856 contracts (Direct); Class A Common Stock — 183,310 shares (Direct)

Footnotes (6)

F1. 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.
F2. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F3. These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2026.
F4. 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, 219 shares will vest on January 1, 2027, and 219 shares will vest on April 1, 2027.
F5. 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, 428 shares will vest on January 1, 2027, and 428 shares will vest on April 1, 2027.
F6. These RSUs, which were granted on May 1, 2026, 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, 22,428 shares will vest on January 1, 2027, and 22,429 shares will vest on April 1, 2027.

Key Figures

Restricted stock units converted: 23,468 shares Shares withheld for tax obligation: 11,348 shares Reported price per share: $101.37 per share +2 more

5 metrics

Restricted stock units converted 23,468 shares October 1, 2026

Shares withheld for tax obligation 11,348 shares Upon vesting on October 1, 2026

Reported price per share $101.37 per share Shares withheld for the tax obligation

RSUs following transaction 856 shares Reported after the 428-RSU transaction on October 1, 2026

RSUs scheduled to vest 22,428 shares January 1, 2027, subject to continued service

Key Terms

Restricted Stock Unit ("RSU"), service condition, tax withholding obligation

3 terms

Restricted Stock Unit ("RSU") financial

"Each RSU represents a contingent right to receive one share"

service condition financial

"vest upon the satisfaction of a service condition"

tax withholding obligation financial

"to satisfy the reporting person's tax withholding obligation"

FAQ

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

How many shares did Wayfair (W) withhold for Kate Gulliver’s taxes?

The issuer withheld 11,348 shares to satisfy Kate Gulliver’s tax-withholding obligation upon vesting, at a reported price of $101.37 per share.

What Wayfair (W) RSUs are scheduled to vest after October 1, 2026?

For the April 18, 2022 grant, 219 shares are scheduled to vest on January 1, 2027, and 219 on April 1, 2027. For the February 1, 2023 grant, 428 shares are scheduled on each date. For the May 1, 2026 grant, 22,428 shares are scheduled on January 1 and 22,429 on April 1. Each vesting is subject to continued service.

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

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Available on EDGAR 10/05/2026 - 06:54 PM Accepted by SEC EDGAR 10/05/2026 - 06:53 PM

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^*

Gulliver Kate

(Last)

(First)

(Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON

MASSACHUSETTS

02116

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/01/2026		M		392	A	$0	171,582	D
Class A Common Stock	10/01/2026		M		219	A	$0	171,801	D
Class A Common Stock	10/01/2026		M		428	A	$0	172,229	D
Class A Common Stock	10/01/2026		M		22,429	A	$0	194,658	D
Class A Common Stock	10/01/2026		F		11,348⁽¹⁾	D	$101.37	183,310	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit ("RSU")	⁽²⁾	10/01/2026		M			392	⁽³⁾	⁽³⁾	Class A Common Stock	392	$0	0	D
Restricted Stock Unit ("RSU")	⁽²⁾	10/01/2026		M			219	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	219	$0	438	D
Restricted Stock Units ("RSUs")	⁽²⁾	10/01/2026		M			428	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	428	$0	856	D
Restricted Stock Unit ("RSU")	⁽²⁾	10/01/2026		M			22,429	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	22,429	$0	44,857	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. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

3. These RSUs, which were granted on November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2026.

4. 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, 219 shares will vest on January 1, 2027, and 219 shares will vest on April 1, 2027.

5. 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, 428 shares will vest on January 1, 2027, and 428 shares will vest on April 1, 2027.

6. These RSUs, which were granted on May 1, 2026, 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, 22,428 shares will vest on January 1, 2027, and 22,429 shares will vest on April 1, 2027.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	10/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR