[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (ticker: W) – Form 4 filing dated 07/02/2025

CFO & Chief Administrative Officer Kate Gulliver reported a series of restricted-stock unit (RSU) vestings and the associated share movements on 07/01/2025. Five previously granted RSU tranches converted into a total of 51,921 Class A shares (50,604 + 1,317 incremental units) at a nil exercise price (Code “M”). To cover statutory tax withholding, the issuer retained 25,106 shares at $51.99 each (Code “F”), equating to roughly $1.3 million in value. After all transactions, Gulliver’s direct beneficial ownership rose from approximately 145 k shares to 171,289 shares, a net increase of about 25,498 shares (+17.5%). No open-market purchases or sales occurred; all activity stemmed from equity compensation.

The filing signals continued equity exposure by a key executive, but because the acquisitions are compensation-related and partially offset by tax withholding, the capital-market impact is typically modest.

Positive

• Net increase of approximately 25,498 shares to the CFO’s direct ownership, indicating continued equity exposure and alignment with shareholders.
• Long-term RSU schedules extend through 2026, promoting executive retention and strategic continuity.

Negative

• No open-market purchase; the share increase arises from compensation, limiting the strength of any bullish signal.
• 25,106 shares sold for tax withholding at $51.99 reduces the gross ownership gain and adds minor dilution to the float.

Insights

Securities Analyst

TL;DR: CFO’s RSU vesting boosts ownership by ~25 k shares; routine compensation event, limited signal value for investors.

The bulk of the 51,921-share inflow results from multi-year RSU awards granted between 2020-2025 that satisfied service conditions. The mandatory share withholding (25,106 shares) simply funds taxes and does not indicate a negative view. Post-transaction ownership of 171,289 shares represents material skin in the game (~US$9 million at recent prices), aligning management interests with shareholders. However, because no discretionary open-market buying occurred and share count dilution is immaterial relative to Wayfair’s ~120 million shares outstanding, I classify the event as neutral for valuation purposes.

Corporate Governance Expert

TL;DR: Standard RSU conversion; governance posture unchanged, insider alignment modestly strengthened.

Vesting schedules outlined in the footnotes confirm long-term, service-conditioned equity awards—best practice for retention. The staggered vesting through 2026 encourages tenure. While insider buying via compensation is less powerful than open-market purchases, retaining ~49% of vested shares after tax shows confidence. No red flags on reporting accuracy; attorney-in-fact signature is in line with Section 16 requirements. Overall governance impact is neutral-to-slightly-positive.

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^*

Gulliver Kate

(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)
	CFO and Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		335	A	$0	144,809	D
Class A Common Stock	07/01/2025		M		181	A	$0	144,990	D
Class A Common Stock	07/01/2025		M		217	A	$0	145,207	D
Class A Common Stock	07/01/2025		M		584	A	$0	145,791	D
Class A Common Stock	07/01/2025		M		50,604	A	$0	196,395	D
Class A Common Stock	07/01/2025		F		25,106(1)	D	$51.99	171,289	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
Restricted Stock Unit ("RSU")	(2)	07/01/2025		M			335	(3)	(3)	Class A Common Stock	335	$0	335	D
Restricted Stock Unit ("RSU")	(2)	07/01/2025		M			181	(4)	(4)	Class A Common Stock	181	$0	1,748	D
Restricted Stock Unit ("RSU")	(2)	07/01/2025		M			217	(5)	(5)	Class A Common Stock	217	$0	1,526	D
Restricted Stock Units ("RSUs")	(2)	07/01/2025		M			584	(6)	(6)	Class A Common Stock	584	$0	3,464	D
Restricted Stock Unit ("RSU")	(2)	07/01/2025		M			50,604	(7)	(7)	Class A Common Stock	50,604	$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. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

3. These RSUs, which were granted on November 12, 2020, 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 the vesting date, 335 shares will vest on October 1, 2025.

4. These RSUs, which were granted 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, 181 shares will vest on October 1, 2025, and an aggregate amount of 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.

5. 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, 217 shares will vest on each of October 1, 2025, January 1, 2026, and April 1, 2026, and an aggregate amount of 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

6. These RSUs, which were granted on February 1, 2023, 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, 584 shares will vest on each of October 1, 2025, January 1, 2026, and April 1, 2026, and an aggregate amount of 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.

7. These RSUs, which were granted on June 19, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on July 1, 2025.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	07/02/2025
	** 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

How many Wayfair (W) shares did the CFO acquire in this filing?

A total of 51,921 Class A shares vested from RSUs, of which 25,106 were withheld for taxes, leaving a net gain of about 25,498 shares.

What is Kate Gulliver’s new share ownership in Wayfair?

Following the transactions, she beneficially owns 171,289 Class A shares directly.

Was there any open-market buying or selling?

No. All transactions stem from RSU vestings and tax withholding; there were no discretionary market trades.

What was the tax-withholding share price?

The issuer withheld shares at $51.99 per share to satisfy payroll taxes.

Do these transactions materially dilute existing shareholders?

Dilution is immaterial; 51,921 shares represent less than 0.05 % of Wayfair’s total shares outstanding.

When will the remaining unvested RSUs vest?

Footnotes show staggered vesting dates from Oct 1 2025 through 2026, with quarterly installments thereafter.