Wayfair CTO Fiona Tan's trust sells 7,000 shares

The chief technology officer's trust sale was under a Rule 10b5-1 plan established June 1, 2026, and the reported post-sale position was 204,698 shares.

Rhea-AI Filing Summary

On October 1, 2026, Wayfair Inc. Chief Technology Officer Fiona Tan reported vesting of 1,199 and 27,073 RSUs, with corresponding acquisitions of the same numbers of Class A common shares. The issuer withheld 14,357 shares to satisfy Tan's tax withholding obligation.

A revocable trust for which Tan is trustee sold 7,000 shares at $102.18 per share under a Rule 10b5-1 plan. The trust's reported holdings after the sale were 204,698 shares.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Tan Fiona

Role Chief Technology Officer

Sold 7,000 shs ($715K)

Approx. gross sale proceeds $715K

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit ("RSU") F4, F5	1,199	$0.00	$0.00
Exercise	Restricted Stock Unit ("RSU") F4, F6	27,073	$0.00	$0.00
Exercise	Class A Common Stock	1,199	$0.00	$0.00
Exercise	Class A Common Stock	27,073	$0.00	$0.00
Tax Withholding	Class A Common Stock F1	14,357	$101.37	$1.46M
Sale	Class A Common Stock F2, F3	7,000	$102.18	$715K

Holdings After Transaction: Restricted Stock Unit ("RSU") — 56,544 contracts (Direct); Class A Common Stock — 39,195 shares (Direct); Class A Common Stock — 204,698 shares (Indirect, By Revocable Trust)

Footnotes (6)

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 upon the vesting of the RSUs reported in this Form 4.
2. F2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on behalf of the revocable trust, as trustee, on June 1, 2026.
3. F3. 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.
4. F4. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
5. F5. These RSUs, which were granted 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, 1,199 shares will vest on January 1, 2027, and 1,199 shares will vest on April 1, 2027.
6. F6. These RSUs, which were granted on May 1, 2026, 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, 27,073 shares will vest on January 1, 2027, and 27,073 shares will vest on April 1, 2027.

Key Figures

Class A common shares acquired upon RSU vesting: 1,199 shares Class A common shares acquired upon RSU vesting: 27,073 shares Class A common shares withheld for tax liability: 14,357 shares +4 more

7 metrics

Class A common shares acquired upon RSU vesting 1,199 shares October 1, 2026

Class A common shares acquired upon RSU vesting 27,073 shares October 1, 2026

Class A common shares withheld for tax liability 14,357 shares Upon RSU vesting on October 1, 2026

Reported price per share $101.37 per share 14,357-share tax withholding transaction on October 1, 2026

Class A common shares sold by revocable trust 7,000 shares October 1, 2026

Reported sale price $102.18 per share Revocable trust sale on October 1, 2026

Shares held by revocable trust after sale 204,698 shares Reported following the October 1, 2026 sale

Key Terms

Restricted Stock Unit ("RSU"), Rule 10b5-1 trading plan, tax withholding obligation, contingent right

4 terms

Restricted Stock Unit ("RSU") financial

"These RSUs ... vest upon the satisfaction of a service condition"

Rule 10b5-1 trading plan regulatory

"sales ... effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax withholding obligation financial

"to satisfy the reporting person's tax withholding obligation"

contingent right financial

"Each RSU represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Wayfair (W) shares did Fiona Tan's revocable trust sell?

The revocable trust for which Fiona Tan was trustee sold 7,000 Class A common shares on October 1, 2026, at $102.18 per share. The sale was made pursuant to a Rule 10b5-1 trading plan.

How many Wayfair (W) shares were withheld for taxes when Fiona Tan's RSUs vested?

The issuer withheld 14,357 Class A common shares to satisfy Fiona Tan's tax withholding obligation upon vesting of the RSUs on October 1, 2026.

When was the Rule 10b5-1 plan for Fiona Tan's Wayfair trust sale established?

The plan was established on June 1, 2026, by Fiona Tan on behalf of the revocable trust, as trustee.

What future vesting dates are listed for Fiona Tan's Wayfair RSUs?

The unvested RSUs include 1,199 shares scheduled to vest on January 1, 2027, and 1,199 on April 1, 2027, from the April 18, 2022 grant; another 27,073 shares are scheduled for each date from the May 1, 2026 grant, subject to continued service on each applicable vesting date.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/05/2026 - 06:55 PM Accepted by SEC EDGAR 10/05/2026 - 06:55 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).

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 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)
10/01/2026

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
Class A Common Stock	10/01/2026		M		1,199	A	$0	26,479	D
Class A Common Stock	10/01/2026		M		27,073	A	$0	53,552	D
Class A Common Stock	10/01/2026		F		14,357(1)	D	$101.37	39,195	D
Class A Common Stock	10/01/2026		S(2)		7,000	D	$102.18	204,698	I(3)	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
Restricted Stock Unit ("RSU")	(4)	10/01/2026		M			1,199	(5)	(5)	Class A Common Stock	1,199	$0	2,398	D
Restricted Stock Unit ("RSU")	(4)	10/01/2026		M			27,073	(6)	(6)	Class A Common Stock	27,073	$0	54,146	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 on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on behalf of the revocable trust, as trustee, on June 1, 2026.

3. 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.

4. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

5. These RSUs, which were granted 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, 1,199 shares will vest on January 1, 2027, and 1,199 shares will vest on April 1, 2027.

6. These RSUs, which were granted on May 1, 2026, 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, 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	10/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)