Wayfair CTO granted 108,292 RSUs in equity award

Tan Fiona reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Tan Fiona reported acquisition or exercise transactions in this Form 4 filing.

Wayfair Inc. disclosed that Chief Technology Officer Fiona Tan received a grant of 108,292 Restricted Stock Units (RSUs), each representing a right to receive one share of Class A Common Stock when vested. This is a compensation-related equity award rather than a market purchase or sale.

The RSUs were granted on May 1, 2026 and vest based on continued service. Subject to Ms. Tan’s continued employment, 27,073 shares will vest on each of July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027, and they have no expiration date.

Insights

Equity compensation analyst

Wayfair’s CTO received a sizable time‑vested RSU award as part of equity compensation.

The filing shows Fiona Tan, Chief Technology Officer at Wayfair, was granted 108,292 RSUs, each convertable into one share of Class A Common Stock upon vesting. This is a non-cash, stock-based compensation grant, not an open-market transaction.

The award vests in four equal tranches of 27,073 shares on July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027, conditional on continued service. Such multi-year vesting aligns executive incentives with longer-term company performance without immediately changing public float.

Insider Trade Summary

Grant/Award: 108,292 shares

Grant/Award 1 txn

Insider Tan Fiona

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit ("RSUs")	108,292	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit ("RSUs") — 108,292 contracts (Direct)

Footnotes (2)

1. F1. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
2. F2. These RSUs, which were granted on May 1, 2026, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 27,073 shares will vest on July 1, 2026, 27,073 shares will vest on October 1, 2026, 27,073 shares will vest on January 1, 2027, and 27,073 shares will vest on April 1, 2027.

Key Figures

RSUs granted: 108,292 RSUs Vesting tranche size: 27,073 shares First vesting date: July 1, 2026 +4 more

7 metrics

RSUs granted 108,292 RSUs Grant to CTO Fiona Tan on May 1, 2026

Vesting tranche size 27,073 shares Each of four vesting dates

First vesting date July 1, 2026 27,073 RSUs scheduled to vest

Second vesting date October 1, 2026 27,073 RSUs scheduled to vest

Third vesting date January 1, 2027 27,073 RSUs scheduled to vest

Final vesting date April 1, 2027 27,073 RSUs scheduled to vest

Shares following transaction 108,292 derivative units Total RSUs held after grant

Key Terms

Restricted Stock Unit ("RSUs"), Class A Common Stock, service condition, Grant, award, or other acquisition

4 terms

Restricted Stock Unit ("RSUs") financial

"security_title: "Restricted Stock Unit ("RSUs")""

Class A Common Stock financial

"Each RSU represents a contingent right to receive one share of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

service condition financial

"These RSUs... vest upon the satisfaction of a service condition and have no expiration date."

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

FAQ

What did Wayfair (W) disclose about Fiona Tan’s recent equity grant?

Wayfair disclosed that Chief Technology Officer Fiona Tan received a grant of 108,292 restricted stock units. Each RSU represents a contingent right to one share of Class A Common Stock, vesting over time as service conditions are met, rather than an immediate cash or stock transaction.

How many Wayfair (W) RSUs were granted to CTO Fiona Tan and what do they represent?

Fiona Tan was granted 108,292 restricted stock units by Wayfair. Each RSU equals a contingent right to receive one share of Class A Common Stock upon vesting, making this a stock-based compensation award instead of an open-market share purchase or sale by the executive.

What is the vesting schedule of Fiona Tan’s Wayfair (W) RSU award?

The RSU award vests in four equal installments of 27,073 shares, assuming continued service. Vesting dates are July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027, spreading equity delivery over nearly one year to support longer-term retention and alignment.

Does Fiona Tan’s Wayfair (W) RSU grant have an expiration date?

The filing states these RSUs have no expiration date. They vest upon satisfaction of a service condition on specified vesting dates. Once vested, each RSU delivers one share of Class A Common Stock, so timing focuses on service-based vesting rather than option-style expiration.

Is Fiona Tan’s RSU transaction a buy or sell of Wayfair (W) stock?

The transaction is categorized as a grant or award acquisition of derivative securities, not a market buy or sell. Wayfair granted 108,292 RSUs to Fiona Tan as compensation, which will convert into Class A Common Stock when vesting conditions tied to continued service are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 04:22 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
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 MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 ("RSUs")	(1)	05/01/2026		A		108,292		(2)	(2)	Class A Common Stock	108,292	$0	108,292	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, which were granted on May 1, 2026, vest upon the satisfaction of a service condition and have no expiration date. Subject to continued service on each applicable vesting date, 27,073 shares will vest on July 1, 2026, 27,073 shares will vest on October 1, 2026, 27,073 shares will vest on January 1, 2027, and 27,073 shares will vest on April 1, 2027.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)