[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jon Blotner, President, Commercial & Operations of Wayfair Inc. (W), reported multiple restricted stock unit (RSU) vesting events and a share sale on 10/01/2025. An award of 26,145 RSUs granted on 9/22/2025 vested in full, and earlier RSU grants from 11/12/2020, 11/11/2021, and 4/18/2022 also vested or partially vested per their service conditions. Each RSU converts to one share of Class A common stock when vested.

The filing shows withholding of 12,940 shares to satisfy tax obligations related to vesting, sold at $86.41, leaving Mr. Blotner with 105,080 shares beneficially owned after the transactions. Several smaller RSU tranches remain scheduled to vest in quarterly installments beginning 1/1/2026 and through 7/1/2026.

Positive

• 26,145 RSUs granted 9/22/2025 vested in full on 10/01/2025
• Beneficial ownership after transactions is 105,080 shares
• Scheduled vesting clarified: 1,306 shares begin quarterly vesting on 01/01/2026

Negative

• Sale/withholding of 12,940 shares at $86.41 to satisfy tax obligations

Insights

Corporate Governance Analyst

Insider exercised compensation-related vesting and executed a tax-withholding sale.

The filing documents full and partial vesting of multiple RSU grants culminating on 10/01/2025, which is a routine executive compensation event tied to service conditions. The reporting shows a share disposition of 12,940 shares at $86.41 used to satisfy tax withholding rather than an outright market sale for diversification.

This pattern—vesting plus withholding—signals compensation realization rather than a governance change; it is material to ownership metrics but not a corporate control event.

Compensation Analyst

Significant RSU vesting increases the executive's share stake and upcoming vesting schedule is clarified.

The vesting of 26,145 RSUs granted on 9/22/2025 and earlier awards increases Mr. Blotner’s immediate equity position to 105,080 shares. Remaining unvested tranches from 2021 and 2022 total identifiable future vesting: 1,306 shares begin quarterly vesting 1/1/2026, and other tranches include multiple quarterly installments starting 7/1/2026.

This clarifies near-term dilution from executive vesting and the timing of potential future share settlements.

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

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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).

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)
10/01/2025

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	10/01/2025		M		168	A	$0	91,431	D
Class A Common Stock	10/01/2025		M		263	A	$0	91,694	D
Class A Common Stock	10/01/2025		M		181	A	$0	91,875	D
Class A Common Stock	10/01/2025		M		26,145	A	$0	118,020	D
Class A Common Stock	10/01/2025		F		12,940(1)	D	$86.41	105,080	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")	(2)	10/01/2025		M			168	(3)	(3)	Class A Common Stock	168	$0	0	D
Restricted Stock Units ("RSUs")	(2)	10/01/2025		M			263	(4)	(4)	Class A Common Stock	263	$0	1,306	D
Restricted Stock Units ("RSUs")	(2)	10/01/2025		M			181	(5)	(5)	Class A Common Stock	181	$0	1,091	D
Restricted Stock Unit ("RSU")	(2)	10/01/2025		M			26,145	(6)	(6)	Class A Common Stock	26,145	$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. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

3. These RSUs, which were granted on November 12, 2020, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2025.

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, an aggregate amount of 1,306 shares will vest in substantially equal quarterly amounts commencing January 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 each of January 1, 2026 and 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 September 22, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2025.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner	10/03/2025
	** Signature of Reporting Person	Date
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