[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Andrea Jung, a director of Wayfair Inc. (W), reported the acquisition of 3,177 shares of Class A common stock via restricted stock units (RSUs). The Form 4 shows the transaction date as 08/14/2025 and a filing signature dated 08/15/2025. The RSUs carry a $0 per-share price because they are compensatory awards that vest based on continued service: one-quarter vests on November 1, 2025, and additional one-quarter tranches vest for each three-month period of continuous service thereafter. After this award, Ms. Jung beneficially owns 20,435 shares of Class A common stock.

Insights

Corporate Governance Expert

TL;DR: Director received time-based RSUs, increasing her stake to 20,435 shares; vesting is tied to continued service.

The reported Form 4 documents a routine, compensatory grant of 3,177 RSUs to a board member. Vesting is purely service-based with a clear schedule beginning November 1, 2025, which aligns director incentives with shareholder interests over time. This disclosure is standard for equity compensation and does not indicate any sale or pledge of existing shares. The transaction appears administrative and consistent with board retention practices.

Securities Analyst

TL;DR: Non-cash equity award recorded; increases beneficial ownership but has no immediate cash proceeds or market impact disclosed.

The Form 4 shows an acquisition code 'A' for 3,177 shares at a $0 price because these are RSUs settled in shares upon vesting. The filing lists total beneficial ownership of 20,435 Class A shares post-transaction. There are no derivative transactions, dispositions, or exercise prices reported. From a securities reporting perspective, this is a standard disclosure of equity compensation rather than a market transaction.

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^*

JUNG ANDREA

(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)
08/14/2025

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	08/14/2025		A		3,177(1)	A	$0	20,435	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. These shares of Class A Common Stock are issuable upon vesting of restricted stock units ("RSUs"). These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on November 1, 2025 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 Andrea Jung	08/15/2025
	** 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 did Andrea Jung report on Form 4 for Wayfair (W)?

She reported the acquisition of 3,177 RSUs of Class A common stock on 08/14/2025, which are compensatory awards that vest with service.

How many Wayfair shares does Andrea Jung beneficially own after the reported transaction?

The Form 4 states she beneficially owns 20,435 shares of Class A common stock following the reported transaction.

What is the price reported for the RSU award on the Form 4?

The RSUs are reported at a price of $0 per share because they are compensatory awards that will settle in shares upon vesting.

When do the reported RSUs begin to vest?

Per the filing, 1/4th of the RSUs vest on November 1, 2025, with additional 1/4th tranches vesting each three-month period of continuous service thereafter.

Was there any sale or disposition reported by Andrea Jung in this Form 4?

No. The Form 4 reports an acquisition of RSUs and shows no dispositions or derivative transactions.