Wayfair (W) director: 548 shares withheld for RSU taxes

Wayfair Inc. (W) — Form 4 filing: Director Diana Frost reported a tax withholding transaction related to RSU vesting.

Rhea-AI Filing Summary

Wayfair Inc. (W) — Form 4 filing: Director Diana Frost reported a tax withholding transaction related to RSU vesting. On 11/03/2025, the issuer withheld 548 shares of Class A common stock (transaction code F) to satisfy tax obligations at a price of $103.3 per share. Following this withholding, Frost beneficially owns 5,676 shares, held directly.

Insider Trade Summary

Exercise Price or Tax Liability: 548 shares

Exercise Price or Tax Liability 1 txn

Insider Frost Diana

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	548	$103.30	$57K

Holdings After Transaction: Class A Common Stock — 5,676 shares (Direct)

Footnotes (1)

1. F1. 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 in connection with the vesting of Restricted Stock Units.

FAQ

What did Wayfair (W) disclose in this Form 4?

A tax withholding transaction tied to RSU vesting, where 548 Class A shares were withheld by the issuer.

How many shares were withheld and at what price?

548 shares at $103.3 per share.

Who is the reporting person and their role at Wayfair (W)?

Diana Frost, a Director.

What was the transaction date?

11/03/2025.

What was the SEC transaction code?

Code F, indicating shares withheld for taxes upon vesting.

How many shares does the reporting person own after the transaction?

5,676 shares, held directly.

What triggered the withholding?

The vesting of Restricted Stock Units, with shares withheld to cover tax obligations.

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Accepted by SEC EDGAR 11/05/2025 - 04:26 PM Learn about SEC filing dates

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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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^*

Frost Diana

(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)
11/03/2025

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	11/03/2025		F		548(1)	D	$103.3	5,676	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 represent the number of shares of Class A Common Stock withheld by the issuer to satisfy the reporting person's tax withholding obligation in connection with the vesting of Restricted Stock Units.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Diana Frost	11/05/2025
	** 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.