Wayfair Tech Chief Reduces Trust Holdings While Maintaining Direct Ownership

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wayfair Chief Technology Officer Fiona Tan reported insider trading activity through a Rule 10b5-1 trading plan. The transactions occurred on June 16-17, 2025, involving the following key details:

June 16: Disposed of 3,133 shares of Class A Common Stock at $47.39 per share
June 17: Disposed of 3,214 shares of Class A Common Stock at $49.00 per share
Following the transactions, Tan holds 111,128 shares directly and 70,891 shares indirectly through a Revocable Trust

The sales were executed according to a pre-established Rule 10b5-1 trading plan initiated on March 12, 2025. The trust arrangement, where Tan serves as trustee, benefits immediate family members. These transactions demonstrate systematic portfolio management by a key executive while maintaining significant equity stake in the company.

Insider Trade Summary

Net Seller: 6,347 shares ($305,959)

Net Sell 3 txns

Insider Tan Fiona

Role Chief Technology Officer

Sold 6,347 shs ($306K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,214	$49.00	$157K
Sale	Class A Common Stock	3,133	$47.39	$148K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 70,891 shares (Indirect, By Revocable Trust); Class A Common Stock — 111,128 shares (Direct)

Footnotes (1)

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on behalf of the revocable trust, as trustee, on March 12, 2025. 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.

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Form 4 Insider Transactions: What Each Field Means →

06/18/2025 - 08:18 PM

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).

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

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)
06/16/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/16/2025		S⁽¹⁾		3,133	D	$47.39	74,105	I⁽²⁾	By Revocable Trust
Class A Common Stock	06/17/2025		S⁽¹⁾		3,214	D	$49	70,891	I⁽²⁾	By Revocable Trust
Class A Common Stock								111,128	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on behalf of the revocable trust, as trustee, on March 12, 2025.

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.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	06/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Wayfair (W) shares did CTO Fiona Tan sell in June 2025?

CTO Fiona Tan sold a total of 6,347 shares of Wayfair Class A Common Stock across two transactions: 3,133 shares on June 16, 2025, at $47.39 per share, and 3,214 shares on June 17, 2025, at $49.00 per share.

What was the price range of Wayfair (W) stock sales by Fiona Tan in the reported transactions?

The Wayfair stock sales occurred at two different prices: $47.39 per share on June 16, 2025, and $49.00 per share on June 17, 2025, showing a price range of $47.39 to $49.00.

How many Wayfair (W) shares does Fiona Tan own after the reported transactions?

After the reported transactions, Fiona Tan owns 111,128 shares directly and 70,891 shares indirectly through a Revocable Trust, for a total beneficial ownership of 182,019 shares.

Was Fiona Tan's Wayfair (W) stock sale part of a planned transaction?

Yes, the sales were executed pursuant to a Rule 10b5-1 trading plan established by Fiona Tan on behalf of the revocable trust on March 12, 2025. This type of plan is set up in advance to help avoid accusations of insider trading.

What is Fiona Tan's role at Wayfair (W)?

Fiona Tan serves as the Chief Technology Officer (CTO) of Wayfair Inc., as indicated in the Form 4 filing.