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Wayfair insider Form 4: 6,347-share sale, trust receives 15,909 shares

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

Rhea-AI Filing Summary

Wayfair (W) insider activity: Chief Technology Officer Fiona Tan reported transactions on 11/05/2025. A revocable trust for which she serves as trustee sold 6,347 Class A shares at $100.54 under a Rule 10b5-1 trading plan established on 08/05/2025.

The filing also records transfers totaling 15,909 shares at $0 to the revocable trust, shifting holdings from direct to indirect ownership. Following the reported transactions, one line shows 198,860 shares indirectly held by the revocable trust after the sale, and another shows 214,769 shares indirectly held after the transfers; the direct line reflects 0 shares.

Positive

  • None.

Negative

  • None.
Insider Tan Fiona
Role Chief Technology Officer
Sold 6,347 shs ($638K)
Type Security Shares Price Value
Sale Class A Common Stock 6,347 $100.54 $638K
Gift Class A Common Stock 15,909 $0.00 --
Gift Class A Common Stock 15,909 $0.00 --
Holdings After Transaction: Class A Common Stock — 198,860 shares (Indirect, By Revocable Trust); Class A Common Stock — 0 shares (Direct)
Footnotes (1)
  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 August 5, 2025. Represents a transfer to the revocable trust. 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.
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*
Tan Fiona
(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)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025
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 11/05/2025 S(1) 6,347 D $100.54 198,860 I By Revocable Trust
Class A Common Stock 11/05/2025 G(2) 15,909 D $0 0 D
Class A Common Stock 11/05/2025 G(2) 15,909 A $0 214,769 I By Revocable Trust
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. 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 August 5, 2025.
2. Represents a transfer to the revocable trust. 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 11/07/2025
** 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

What did Wayfair (W) CTO Fiona Tan report on Form 4?

She reported a sale of 6,347 Class A shares at $100.54 on 11/05/2025 and transfers of 15,909 shares to a revocable trust.

Was the Wayfair (W) share sale under a 10b5-1 plan?

Yes. The sale was made under a Rule 10b5-1 trading plan established on 08/05/2025.

How many Wayfair shares were transferred and at what price?

A total of 15,909 shares were transferred at $0 to a revocable trust.

What is the reported post-transaction indirect ownership for Wayfair (W)?

The filing shows 198,860 shares indirectly held after the sale and 214,769 shares indirectly held after the transfers.

What is the ownership form for the transferred Wayfair shares?

They are held indirectly by a revocable trust for which the reporting person is trustee.

Did the Form 4 show any direct ownership after the transfers?

Yes. The direct line shows 0 shares following the transfer entries.