[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (NYSE: W) Form 4 filing – July 2, 2025

Chief Technology Officer Fiona Tan reported the vesting and settlement of two restricted-stock-unit (RSU) grants on July 1, 2025:

• 62,625 Class A shares were issued at a $0 exercise price (transactions code “M”).
• To satisfy tax-withholding obligations, 32,428 shares were automatically sold to the issuer at $51.99 (code “F”), a cash value of roughly $1.68 million.

After the transactions Ms. Tan owns 141,325 shares directly and 70,891 shares indirectly through a revocable trust, indicating a net increase of about 30 k shares in direct holdings. Remaining unvested RSUs from the April 18 2022 grant will vest quarterly through April 1 2026, while the June 19 2025 grant is now fully vested.

The filing reflects routine equity compensation settlement rather than an open-market disposition; no cash purchases or discretionary sales were reported.

Positive

• Net increase of approximately 30,197 shares in the CTO’s direct holdings may signal continued alignment with shareholders.

Negative

• 32,428 shares were liquidated at $51.99 for tax withholding, creating minor incremental share supply.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; modest net share increase; neutral signal.

The transaction is a standard equity-compensation event. Ms. Tan received 62.6 k shares at no cost and surrendered 32.4 k for taxes, leaving her with 141 k directly held shares. No open-market selling pressure is created because tax withholding is issuer-facilitated. The size is small relative to Wayfair’s ~115 m share float and does not materially change insider ownership levels. Neutral from a valuation or governance standpoint, though continued retention may be read as moderate confidence.

Corporate Governance Expert

TL;DR: Governance-clean filing, no red flags, low investor impact.

The Form 4 is timely (within two business days) and discloses a Rule 10b5-1 plan indicator, aligning with best-practice transparency. Transactions were mechanical: RSU conversion and tax-withholding sale to the issuer. Post-transaction ownership (212 k total shares) keeps Ms. Tan a meaningful stakeholder. There are no signs of opportunistic selling, insider divergence, or compliance lapses. Impact on governance perception and share supply is negligible.

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^*

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)
07/01/2025

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
Class A Common Stock	07/01/2025		M		1,635	A	$0	112,763	D
Class A Common Stock	07/01/2025		M		60,990	A	$0	173,753	D
Class A Common Stock	07/01/2025		F		32,428(1)	D	$51.99	141,325	D
Class A Common Stock								70,891	I(2)	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
Restricted Stock Unit ("RSU")	(3)	07/01/2025		M			1,635	(4)	(4)	Class A Common Stock	1,635	$0	9,702	D
Restricted Stock Unit ("RSU")	(3)	07/01/2025		M			60,990	(5)	(5)	Class A Common Stock	60,990	$0	0	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. The reporting person is the trustee of the revocable trust, and members of the reporting person's immediate family are the sole beneficiaries of the revocable trust.

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

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, 1,636 shares will vest on October 1, 2025, 1,635 shares will vest on January 1, 2026, and 1,636 shares will vest on April 1, 2026, and an aggregate amount of 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

5. These RSUs, which were granted on June 19, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on July 1, 2025.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	07/02/2025
	** 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.
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FAQ

How many Wayfair shares did CTO Fiona Tan acquire on July 1 2025?

She acquired 62,625 Class A shares through RSU vesting.

Did Fiona Tan sell any Wayfair shares?

She did not conduct an open-market sale; 32,428 shares were automatically withheld by the company for taxes.

What is Fiona Tan’s total Wayfair ownership after the transaction?

She holds 141,325 shares directly and 70,891 shares indirectly, totaling 212,216 shares.

Were the RSUs part of a 10b5-1 trading plan?

Yes. The filing includes the Rule 10b5-1(c) checkbox, indicating transactions followed a pre-arranged plan.

When will Fiona Tan’s remaining RSUs vest?

Unvested RSUs from the April 18 2022 grant vest quarterly from Oct 1 2025 through Apr 1 2026 (approx. 4,907 shares remain).