Wayfair (NYSE: W) CTO discloses RSU vesting, tax withholding and holdings

Rhea-AI Filing Summary

Wayfair Inc. reported insider equity activity by its Chief Technology Officer. On January 1, 2026, previously granted restricted stock units (RSUs) converted into a total of 23,276 shares of Class A common stock through two transactions of 1,635 and 21,641 shares at an exercise price of $0 per share. To cover taxes upon vesting, 11,906 shares were withheld and disposed of at $106.56 per share, leaving 11,370 shares held directly. The CTO also has an indirect holding of 209,328 shares through a revocable trust. Some RSUs from an April 18, 2022 grant remain scheduled to vest between April 1, 2026 and later quarterly dates, while a December 21, 2025 RSU grant fully satisfied its service condition on January 1, 2026.

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

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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).

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)
01/01/2026

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	01/01/2026		M		1,635	A	$0	1,635	D
Class A Common Stock	01/01/2026		M		21,641	A	$0	23,276	D
Class A Common Stock	01/01/2026		F		11,906(1)	D	$106.56	11,370	D
Class A Common Stock								209,328	I(2)	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")	(3)	01/01/2026		M			1,635	(4)	(4)	Class A Common Stock	1,635	$0	6,431	D
Restricted Stock Unit ("RSU")	(3)	01/01/2026		M			21,641	(5)	(5)	Class A Common Stock	21,641	$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. 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.

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

4. 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, 1,636 shares will vest on April 1, 2026, and an aggregate amount of 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

5. These RSUs, which were granted on December 21, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2026.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Wayfair (W) disclose for its Chief Technology Officer?

The Chief Technology Officer reported the vesting of restricted stock units (RSUs) on January 1, 2026, which converted into 23,276 shares of Wayfair Class A common stock, along with related tax share withholding and updated share ownership.

How many Wayfair shares vested from RSUs in this Form 4 filing?

Two RSU conversions occurred: one for 1,635 shares and another for 21,641 shares of Class A common stock, for a combined total of 23,276 shares vesting to the Chief Technology Officer.

How many Wayfair shares were withheld to cover taxes and at what price?

A total of 11,906 shares of Wayfair Class A common stock were disposed of to satisfy tax withholding obligations at a price of $106.56 per share, as reported in the Form 4.

What is the Wayfair CTO’s direct share ownership after these transactions?

Following the reported RSU vesting and tax withholding, the Chief Technology Officer directly beneficially owns 11,370 shares of Wayfair Class A common stock.

What indirect Wayfair share holdings does the CTO report?

The filing shows an additional 209,328 shares of Wayfair Class A common stock held indirectly through a revocable trust, for which the reporting person is the trustee and immediate family members are the sole beneficiaries.

What is the vesting schedule for the remaining Wayfair RSUs granted on April 18, 2022?

For the April 18, 2022 RSU grant, 1,636 shares are scheduled to vest on April 1, 2026, and an aggregate of 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026, subject to continued service.

What does the Form 4 say about the Wayfair RSUs granted on December 21, 2025?

The RSUs granted on December 21, 2025 vest upon satisfaction of a service condition and have no expiration date. The filing states that this service condition was fully satisfied on January 1, 2026.