[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. Chief Technology Officer Fiona Tan was granted 30,624 restricted stock units (RSUs) on 09/22/2025, each representing the contingent right to one share of Class A Common Stock upon vesting. The RSUs carry a $0 purchase price and are reported as 30,624 shares beneficially owned following the grant. The RSUs vest upon satisfaction of a service condition that is fully satisfied on October 1, 2025; the award has no expiration date. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/24/2025.

Positive

• Equity alignment: Grant ties the CTO's compensation to company stock, aligning interests with shareholders.
• Retention focus: Service-based vesting incentivizes continued employment through the vesting date of October 1, 2025.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine executive equity award that aligns the CTO with shareholder value; timing and vesting are service-based.

The 30,624 RSU grant to the CTO is a standard compensation mechanism to retain senior technical leadership and align incentives with long-term shareholder performance. The award vests upon a service condition fully satisfied on October 1, 2025, and has no expiration, which is consistent with time-based retention awards. This disclosure is a routine Section 16 filing and does not, by itself, indicate a change in corporate control or a non-routine transaction.

Compensation Analyst

TL;DR: The grant increases the CTO's stake by 30,624 shares once vested; structure is conventional for executive retention.

The RSUs represent contingent rights to one share each and are reported as 30,624 shares owned following the grant. The $0 price and lack of expiration reflect standard restricted stock unit treatment rather than an option. Because vesting is tied to service and the condition is stated as satisfied on October 1, 2025, the award will convert to actual shares on that date subject to plan and issuer procedures.

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).

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)
09/22/2025

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

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")	(1)	09/22/2025		A		30,624		(2)	(2)	Class A Common Stock	30,624	$0	30,624	D

Explanation of Responses:

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

2. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is fully satisfied on October 1, 2025.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	09/24/2025
	** 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

What transaction did Fiona Tan report on the Form 4 for Wayfair (W)?

The Form 4 reports a grant of 30,624 restricted stock units (RSUs) dated 09/22/2025.

When do the RSUs granted to Fiona Tan vest?

The RSUs vest upon satisfaction of a service condition which is fully satisfied on October 1, 2025.

How many shares will Fiona Tan receive when the RSUs vest?

Each RSU represents the right to one share of Class A Common Stock, so 30,624 shares will be issuable upon vesting.

Was there a purchase price for the RSUs reported in the Form 4?

No. The RSUs are reported with a $0 price, consistent with standard restricted stock units.

Who filed the Form 4 on behalf of the reporting person and when was it signed?

The Form 4 was signed by Enrique Colbert, Attorney-In-Fact for Fiona Tan on 09/24/2025.