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Wayfair officer Jon Blotner sells 6,056 shares

Separate RSU awards list 182 shares vesting January 1, 2027, and 183 shares on April 1, 2027; another lists 22,942 shares on each date, subject to continued service.

(Very High)

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Form Type
4

Rhea-AI Filing Summary

Wayfair Inc. officer Jon Blotner, whose title is Pres., Commercial & Operations, reported selling 6,056 Class A common shares on October 2, 2026, at $104.13 per share. The sale was effected under a Rule 10b5-1 trading plan adopted June 9, 2026. On October 1, 2026, 23,451 RSUs converted into Class A shares, and the issuer withheld 11,340 shares to satisfy tax withholding at $101.37 per share. One RSU transaction reported 45,884 RSUs following the transaction.

Insights

Analyzing...

Insider Blotner Jon
Role Pres., Commercial & Operations
Sold 6,056 shs ($631K)
Approx. gross sale proceeds $631K
Type Security Shares Price Value
Sale Class A Common Stock F2 6,056 $104.13 $631K
Exercise Restricted Stock Units ("RSUs") F4, F5 327 $0.00 $0.00
Exercise Restricted Stock Units ("RSUs") F4, F6 182 $0.00 $0.00
Exercise Restricted Stock Unit ("RSU") F4, F7 22,942 $0.00 $0.00
Exercise Class A Common Stock 327 $0.00 $0.00
Exercise Class A Common Stock 182 $0.00 $0.00
Exercise Class A Common Stock 22,942 $0.00 $0.00
Tax Withholding Class A Common Stock F1 11,340 $101.37 $1.15M
holding Class A Common Stock F3 -- -- --
Holdings After Transaction: Restricted Stock Units ("RSUs") — 365 contracts (Direct); Restricted Stock Unit ("RSU") — 45,884 contracts (Direct); Class A Common Stock — 116,431 shares (Direct); Class A Common Stock — 100 shares (Indirect, See Footnote)
Footnotes (7)
  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 in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 9, 2026.
  3. F3. Represents shares directly owned by the reporting person's spouse, of which the reporting person is deemed a beneficial owner.
  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 November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2026.
  6. F6. 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, 182 shares will vest on January 1, 2027, and 183 shares will vest on April 1, 2027.
  7. F7. 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, 22,942 shares will vest on January 1, 2027, and 22,942 shares will vest on April 1, 2027.
Class A common shares sold 6,056 shares October 2, 2026
Sale price $104.13 per share October 2, 2026
RSUs converted into Class A shares 23,451 shares October 1, 2026
Shares withheld for tax withholding 11,340 shares October 1, 2026
Reported price per withheld share $101.37 per share October 1, 2026
RSUs following reported transaction 45,884 RSUs Following an October 1, 2026 transaction
Rule 10b5-1 trading plan regulatory
"sales were 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.
Restricted Stock Units financial
"Each RSU represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligation financial
"to satisfy the reporting person's tax withholding obligation"
service condition financial
"vest upon the satisfaction of a service condition"

FAQ

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

How many W shares did Jon Blotner sell, and at what price?

Jon Blotner sold 6,056 Wayfair Class A common shares on October 2, 2026, at $104.13 per share. The sale was effected under a Rule 10b5-1 trading plan adopted June 9, 2026.

How many W shares were withheld for Jon Blotner's taxes?

The issuer withheld 11,340 shares to satisfy Jon Blotner's tax withholding obligation upon RSU vesting, at a reported $101.37 per share.

When are Jon Blotner's W RSUs scheduled to vest in 2027?

One RSU award lists 182 shares vesting January 1, 2027, and 183 shares vesting April 1, 2027. Another lists 22,942 shares on each date. The installments are subject to continued service on the applicable vesting date.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Blotner Jon

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres., Commercial & Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/01/2026M327A$0110,703D
Class A Common Stock10/01/2026M182A$0110,885D
Class A Common Stock10/01/2026M22,942A$0133,827D
Class A Common Stock10/01/2026F11,340(1)D$101.37122,487D
Class A Common Stock10/02/2026S(2)6,056D$104.13116,431D
Class A Common Stock100ISee Footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units ("RSUs")(4)10/01/2026M327 (5) (5)Class A Common Stock327$00D
Restricted Stock Units ("RSUs")(4)10/01/2026M182 (6) (6)Class A Common Stock182$0365D
Restricted Stock Unit ("RSU")(4)10/01/2026M22,942 (7) (7)Class A Common Stock22,942$045,884D
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 in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 9, 2026.
3. Represents shares directly owned by the reporting person's spouse, of which the reporting person is deemed a beneficial owner.
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 November 11, 2021, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2026.
6. 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, 182 shares will vest on January 1, 2027, and 183 shares will vest on April 1, 2027.
7. 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, 22,942 shares will vest on January 1, 2027, and 22,942 shares will vest on April 1, 2027.
Remarks:
/s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner10/05/2026
** Signature of Reporting PersonDate
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)

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