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  4. [Form 4] Wayfair Inc. Insider Trading Activity

Wayfair executive sells shares after RSU vesting

Wayfair Inc. executive Jon Blotner, President of Commercial & Operations, reported equity transactions involving the company’s Class A common stock and RSUs.

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Wayfair Inc. executive Jon Blotner, President of Commercial & Operations, reported equity transactions involving the company’s Class A common stock and RSUs. On April 2, 2026, he completed an open‑market sale of 4,790 shares at $72.19 per share under a pre‑arranged Rule 10b5‑1 trading plan, leaving him with 111,158 shares directly held.

On April 1, 2026, Blotner exercised RSUs to acquire a total of 19,057 shares of Class A common stock at a stated price of $0.00 per share. In connection with RSU vesting, 9,216 shares were withheld at $75.25 per share to cover tax obligations, which is a non‑market disposition.

The filing notes that each RSU represents a contingent right to receive one share when vested. Unvested RSUs remain outstanding, including 326 shares scheduled to vest on July 1, 2026, 327 shares on October 1, 2026, and an aggregate of 729 shares vesting in substantially equal quarterly amounts beginning July 1, 2026, all subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Blotner Jon
Role Pres., Commercial & Operations
Sold 4,790 shs ($346K)
Approx. gross sale proceeds $346K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Class A Common Stock 4,790 $72.19 $346K
Exercise Restricted Stock Units ("RSUs") 327 $0.00 $0.00
Exercise Restricted Stock Units ("RSUs") 181 $0.00 $0.00
Exercise Restricted Stock Units ("RSUs") 18,549 $0.00 $0.00
Exercise Class A Common Stock 327 $0.00 $0.00
Exercise Class A Common Stock 181 $0.00 $0.00
Exercise Class A Common Stock 18,549 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 9,216 $75.25 $694K
Holdings After Transaction: Restricted Stock Units ("RSUs") — 1,382 contracts (Direct); Class A Common Stock — 111,158 shares (Direct)
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 in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2025.
  3. F3. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
  4. F4. These RSUs, which were granted in multiple awards on November 11, 2021, 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, 326 shares will vest on July 1, 2026 and 327 shares will vest on October 1, 2026.
  5. F5. These RSUs, which were granted in multiple awards 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, an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
  6. F6. These RSUs, which were granted on March 18, 2026, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2026.
Open-market sale 4,790 shares at $72.19 Class A common stock sale on April 2, 2026
Post-transaction holdings 111,158 shares Class A common stock directly held after transactions
Tax withholding shares 9,216 shares at $75.25 Shares withheld to satisfy RSU-related tax obligations
RSUs exercised 19,057 shares at $0.00 RSUs converted into Class A common stock on April 1, 2026
Future vesting RSUs 326, 327, and 729 shares Scheduled vesting from July 1, 2026 onward, subject to service
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted..."
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 ("RSUs") financial
"These RSUs, which were granted in multiple awards on November 11, 2021, vest upon the satisfaction..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
tax withholding obligation financial
"shares of Class A Common Stock withheld by the issuer to satisfy the reporting person's tax withholding obligation..."
service condition financial
"These RSUs... vest upon the satisfaction of a service condition and have no expiration date."
contingent right financial
"Each RSU represents a contingent right to receive one share of Class A Common Stock..."

FAQ

What insider transactions did Jon Blotner report at Wayfair (W)?
Jon Blotner reported exercising RSUs into Class A common stock, an open-market sale of 4,790 shares at $72.19 per share, and 9,216 shares withheld at $75.25 per share to satisfy tax obligations related to RSU vesting.

How many Wayfair (W) shares does Jon Blotner hold after these transactions?
After the reported transactions, Jon Blotner directly holds 111,158 shares of Wayfair Class A common stock. This figure reflects RSU conversions into common shares, the open-market sale of 4,790 shares, and shares withheld by the issuer for tax obligations.

Were Jon Blotner’s Wayfair share sales made under a Rule 10b5-1 plan?
Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Jon Blotner on August 12, 2025. Such pre-arranged plans schedule trades in advance, reducing the significance of short-term market timing.

What Restricted Stock Units (RSUs) remain unvested for Jon Blotner at Wayfair (W)?
Unvested RSUs include 326 shares scheduled to vest on July 1, 2026, 327 shares on October 1, 2026, and an aggregate 729 shares vesting in substantially equal quarterly amounts beginning July 1, 2026, all subject to continued service requirements.

Why were 9,216 Wayfair (W) shares withheld from Jon Blotner?
The 9,216 shares of Class A common stock were withheld by Wayfair to satisfy Jon Blotner’s tax withholding obligations upon RSU vesting. This is recorded as a share disposition but represents tax payment mechanics rather than an open-market share sale.

What does each RSU represent in Jon Blotner’s Wayfair (W) Form 4?
Each Restricted Stock Unit (RSU) reported for Jon Blotner represents a contingent right to receive one share of Wayfair Class A common stock upon vesting. RSUs vest based on service conditions and have no expiration date according to the disclosed footnotes.

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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)
04/01/2026		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 Stock04/01/2026M327A$0106,434D
Class A Common Stock04/01/2026M181A$0106,615D
Class A Common Stock04/01/2026M18,549A$0125,164D
Class A Common Stock04/01/2026F9,216(1)D$75.25115,948D
Class A Common Stock04/02/2026S(2)4,790D$72.19111,158D
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")(3)04/01/2026M327 (4) (4)Class A Common Stock327$0653D
Restricted Stock Units ("RSUs")(3)04/01/2026M181 (5) (5)Class A Common Stock181$0729D
Restricted Stock Units ("RSUs")(3)04/01/2026M18,549 (6) (6)Class A Common Stock18,549$00D
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 August 12, 2025.
3. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
4. These RSUs, which were granted in multiple awards on November 11, 2021, 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, 326 shares will vest on July 1, 2026 and 327 shares will vest on October 1, 2026.
5. These RSUs, which were granted in multiple awards 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, an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
6. These RSUs, which were granted on March 18, 2026, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2026.
Remarks:
/s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner04/03/2026
** 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)

Source: View Original Filing on SEC EDGAR

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