[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair CFO and Chief Admin Officer Kate Gulliver received a significant equity grant of 50,604 Restricted Stock Units (RSUs) on June 19, 2025. Each RSU represents the right to receive one share of Wayfair Class A Common Stock.

Key details of the RSU grant:

• The RSUs are subject to a service-based vesting condition
• Full vesting will occur on July 1, 2025 (less than two weeks from grant date)
• The grant was made at $0 cost to the executive
• Total potential share delivery upon vesting: 50,604 shares

This Form 4 filing was submitted by Enrique Colbert as attorney-in-fact for Kate Gulliver on June 20, 2025, meeting the SEC's requirement for prompt reporting of insider transactions within two business days.

Positive

• CFO Kate Gulliver granted 50,604 RSUs worth approximately $3.5M (based on current market prices), fully vesting on July 1, 2025, demonstrating strong executive retention efforts

Negative

• None.

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
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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^*

Gulliver Kate

(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)
	CFO and Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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)	06/19/2025		A		50,604		(2)	(2)	Class A Common Stock	50,604	$0	50,604	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 July 1, 2025.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	06/20/2025
	** 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 insider transaction did Wayfair (W) CFO Kate Gulliver report on June 19, 2025?

Kate Gulliver, Wayfair's CFO and Chief Admin Officer, received 50,604 Restricted Stock Units (RSUs) on June 19, 2025. Each RSU represents a contingent right to receive one share of Class A Common Stock.

When do Kate Gulliver's new Wayfair (W) RSUs vest?

The RSUs granted to Kate Gulliver will fully vest upon satisfaction of the service condition on July 1, 2025, which is less than two weeks after the grant date. The RSUs have no expiration date.

What is the exercise price of the RSUs granted to Wayfair's (W) CFO?

The RSUs were granted at $0 cost to Kate Gulliver, as indicated in the filing's Table II under the 'Price of Derivative Security' column. This is typical for RSU grants, which don't have an exercise price like stock options.

How many Wayfair (W) shares will Kate Gulliver receive when the RSUs vest?

Upon vesting, Kate Gulliver will receive 50,604 shares of Wayfair Class A Common Stock, as each RSU converts to one share of stock according to the filing's explanatory notes.