Wayfair insider sales: CTO’s trust executes 10b5-1 trades

Rhea-AI Filing Summary

Wayfair (W) reported an insider transaction by Chief Technology Officer Fiona Tan. On 11/10/2025, an affiliated revocable trust sold 2,882 shares of Class A common stock at $112 and 2,559 shares at $109, reported with transaction code “S”. These sales were made under a Rule 10b5-1 trading plan established on August 5, 2025.

Following the trades, the trust beneficially owned 211,887 shares after the first sale and 209,328 shares after the second, reported as indirect ownership by a revocable trust.

Insider Trade Summary

Net Seller: 5,441 shares ($601,715)

Net Sell 2 txns

Insider Tan Fiona

Role Chief Technology Officer

Sold 5,441 shs ($602K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,882	$112.00	$323K
Sale	Class A Common Stock	2,559	$109.00	$279K

Holdings After Transaction: Class A Common Stock — 211,887 shares (Indirect, By Revocable Trust)

Footnotes (1)

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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)
11/10/2025

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	11/10/2025		S(1)		2,882	D	$112	211,887	I	By Revocable Trust
Class A Common Stock	11/10/2025		S(1)		2,559	D	$109	209,328	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 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 August 5, 2025.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	11/12/2025
	** 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.

FAQ

What did Wayfair (W) disclose in this Form 4?

A revocable trust affiliated with CTO Fiona Tan sold 2,882 shares at $112 and 2,559 shares at $109 on 11/10/2025.

Who is the insider involved in the Wayfair (W) filing?

The reporting person is Fiona Tan, Wayfair’s Chief Technology Officer.

Were the Wayfair (W) sales under a 10b5-1 plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 trading plan established on August 5, 2025.

What were the prices for the Wayfair (W) share sales?

The shares were sold at $112 and $109 per share.

How many Wayfair (W) shares were held after the transactions?

The filing shows 211,887 shares after the first sale and 209,328 shares after the second, held indirectly by a revocable trust.

How is the ownership reported for these Wayfair (W) shares?

Ownership is reported as Indirect (I), with the nature listed as By Revocable Trust.