[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. director Jeremy King reported acquisition of 3,177 shares of Class A common stock on 08/14/2025 through the vesting of restricted stock units (RSUs). The filing shows these RSUs carry a $0 per-share transaction price because they are issuances upon satisfaction of a service condition rather than open-market purchases. After the reported vesting event, Mr. King beneficially owns 17,543 shares of Class A common stock. The RSUs vest over time: one-quarter vests on November 1, 2025, with each additional one-quarter vesting after each three-month period of continuous service.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting increases director ownership, aligning incentives with shareholders.

The Form 4 documents a standard service-based RSU vesting event for a non-employee director, resulting in an incremental increase of 3,177 Class A shares to a total of 17,543 shares beneficially owned. The transaction code and $0 price reflect issuance upon vesting, not a market purchase. This is a common compensation mechanism to promote retention and alignment; it is not a sale or market liquidity event and appears immaterial to overall capitalization absent additional context on outstanding shares.

Securities Analyst

TL;DR: Non-cash RSU issuance is a routine insider ownership change with limited immediate market impact.

The filing shows a director received 3,177 shares via RSU vesting, increasing beneficial holdings to 17,543 shares. Because the shares are issuable on service-based vesting, the event signals continued contractual alignment but does not represent a purchase or sale that would directly affect float or signal liquidity preference. The disclosed vesting schedule (1/4 on Nov 1, 2025, then quarterly) clarifies future vesting cadence for additional issuance timing.

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
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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^*

King Jeremy

(Last) (First) (Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON MA 02216

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		A		3,177(1)	A	$0	17,543	D

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. These shares of Class A Common Stock are issuable upon vesting of restricted stock units ("RSUs"). These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on November 1, 2025 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Jeremy King	08/15/2025
	** 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 transaction did Jeremy King report on the Form 4 for Wayfair (W)?

The Form 4 reports the acquisition of 3,177 Class A shares on 08/14/2025 issuable upon vesting of restricted stock units (RSUs).

How many Wayfair (W) shares does Jeremy King own after the reported transaction?

Following the reported RSU vesting, Mr. King beneficially owns 17,543 Class A shares.

What price was reported for the shares in the Form 4 filing?

The shares are reported at a $0 per share price because they were issued upon RSU vesting rather than purchased on the open market.

What is the RSU vesting schedule disclosed in the Form 4 for Jeremy King's shares?

The disclosure states 1/4 of the RSUs vest on November 1, 2025, with each additional 1/4 vesting every three months of continuous service thereafter.

Who signed the Form 4 filing on behalf of Jeremy King and when?

The Form 4 was signed by Enrique Colbert, Attorney-In-Fact for Jeremy King on 08/15/2025.