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Wayfair Inc. (W) executive details RSU vesting, share withholding and sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Wayfair Inc.'s President, Commercial & Operations reported multiple equity transactions in early 2026. On January 1, 2026, restricted stock units (RSUs) converted into 326, 181, and 18,702 shares of Class A Common Stock at an exercise price of $0. To cover taxes on the RSU vesting, 8,961 shares were withheld by the company at a price of $106.56.

On January 5, 2026, the executive sold 4,997 shares of Class A Common Stock at $105.84 in a transaction marked as a sale. This sale was executed under a Rule 10b5-1 trading plan adopted on August 12, 2025. Following these transactions, the reporting person directly beneficially owned 106,107 shares of Wayfair Class A Common Stock, along with remaining unvested RSUs scheduled to vest through October 1, 2026.

Positive

  • None.

Negative

  • None.
Insider Blotner Jon
Role Pres., Commercial & Operations
Sold 4,997 shs ($529K)
Type Security Shares Price Value
Sale Class A Common Stock 4,997 $105.84 $529K
Exercise Restricted Stock Units ("RSUs") 326 $0.00 --
Exercise Restricted Stock Units ("RSUs") 181 $0.00 --
Exercise Restricted Stock Unit ("RSU") 18,702 $0.00 --
Exercise Class A Common Stock 326 $0.00 --
Exercise Class A Common Stock 181 $0.00 --
Exercise Class A Common Stock 18,702 $0.00 --
Tax Withholding Class A Common Stock 8,961 $106.56 $955K
Holdings After Transaction: Class A Common Stock — 106,107 shares (Direct); Restricted Stock Units ("RSUs") — 980 shares (Direct); Restricted Stock Unit ("RSU") — 0 shares (Direct)
Footnotes (1)
  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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2025. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. These RSUs, which were granted in multiple awards on November 11, 2021, 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, 327 shares will vest on April 1, 2026, 326 shares will vest on July 1, 2026, and 327 shares will vest on October 1, 2026. These RSUs, which were granted in multiple awards 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, 181 shares will vest on April 1, 2026, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026. These RSUs, which were granted on December 21, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2026.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
Blotner Jon
(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)
Pres., Commercial & Operations
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026
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 01/01/2026 M 326 A $0 101,182 D
Class A Common Stock 01/01/2026 M 181 A $0 101,363 D
Class A Common Stock 01/01/2026 M 18,702 A $0 120,065 D
Class A Common Stock 01/01/2026 F 8,961(1) D $106.56 111,104 D
Class A Common Stock 01/05/2026 S(2) 4,997 D $105.84 106,107 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
Restricted Stock Units ("RSUs") (3) 01/01/2026 M 326 (4) (4) Class A Common Stock 326 $0 980 D
Restricted Stock Units ("RSUs") (3) 01/01/2026 M 181 (5) (5) Class A Common Stock 181 $0 910 D
Restricted Stock Unit ("RSU") (3) 01/01/2026 M 18,702 (6) (6) Class A Common Stock 18,702 $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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2025.
3. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
4. These RSUs, which were granted in multiple awards on November 11, 2021, 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, 327 shares will vest on April 1, 2026, 326 shares will vest on July 1, 2026, and 327 shares will vest on October 1, 2026.
5. These RSUs, which were granted in multiple awards 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, 181 shares will vest on April 1, 2026, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
6. These RSUs, which were granted on December 21, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2026.
Remarks:
/s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner 01/05/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wayfair (W) report for its executive?

Wayfair reported that its President, Commercial & Operations converted several tranches of restricted stock units into Class A Common Stock on January 1, 2026, had shares withheld to cover taxes, and then sold additional shares on January 5, 2026.

How many Wayfair Class A shares did the executive sell in January 2026?

The executive sold 4,997 shares of Wayfair Class A Common Stock on January 5, 2026 at a price of $105.84 per share.

How many Wayfair shares does the reporting person own after these Form 4 transactions?

After the reported transactions, the reporting person directly beneficially owned 106,107 shares of Wayfair Class A Common Stock.

Were the Wayfair (W) share sales made under a Rule 10b5-1 trading plan?

Yes. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2025.

What happened to the RSUs held by the Wayfair executive on January 1, 2026?

On January 1, 2026, RSUs representing 326, 181, and 18,702 shares of Class A Common Stock vested and were converted into shares at an exercise price of $0.

How were taxes handled on the Wayfair RSU vesting for this executive?

To satisfy tax withholding obligations upon RSU vesting, 8,961 shares of Class A Common Stock were withheld by Wayfair at a price of $106.56 per share.

What RSU vesting schedule remains for the Wayfair executive after these transactions?

Unvested RSUs from awards granted on November 11, 2021 and April 18, 2022 are scheduled to vest, subject to continued service, on April 1, 2026, July 1, 2026, and October 1, 2026, with an additional 729 shares vesting in substantially equal quarterly amounts commencing July 1, 2026.