Wayfair (W) director Diana Frost receives 3,176-share RSU equity award

Rhea-AI Filing Summary

Frost Diana reported acquisition or exercise transactions in this Form 4 filing.

Wayfair Inc. director Diana Frost received an equity award of 3,176 shares of Class A Common Stock in the form of restricted stock units. The award was granted at a price of $0.00 per share and increased her directly owned stake to 8,304 shares.

The RSUs vest over time based on continued service. The service condition is satisfied for 1/4 of the shares on May 1, 2026, and for an additional 1/4 of the shares after each three-month period of continuous service following that date.

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

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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).

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^*

Frost Diana

(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	8,304	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 Diana Frost	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.
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) director Diana Frost report?

Diana Frost reported receiving an award of 3,176 Wayfair Class A shares via restricted stock units at $0.00 per share. This equity grant reflects compensation in stock rather than a market purchase, and is tied to ongoing service-based vesting conditions.

How many Wayfair (W) shares does Diana Frost own after this Form 4?

After this equity award, Diana Frost directly owns 8,304 shares of Wayfair Class A Common Stock. This total includes the newly granted 3,176 restricted stock unit shares, subject to future vesting, and reflects her updated beneficial ownership position as reported.

What are the vesting terms of Diana Frost’s new Wayfair (W) RSUs?

The 3,176 restricted stock units vest based on continued service. One quarter of the shares vest on May 1, 2026, with an additional quarter vesting after each subsequent three-month period of continuous service, gradually delivering full ownership over time.

Did Diana Frost buy Wayfair (W) shares on the open market?

No, the transaction is a grant or award acquisition at $0.00 per share, not an open-market purchase. The Form 4 shows restricted stock units being awarded as compensation, which convert into shares as the specified service-based vesting conditions are met.

What does the transaction code “A” mean in this Wayfair (W) Form 4?

The transaction code “A” on the Form 4 indicates a grant, award, or other acquisition of securities. In this case, it represents restricted stock units awarded to Diana Frost, rather than shares she bought or sold in a market transaction.