Wayfair (W) director awarded 3,176 RSU-linked Class A shares

Rhea-AI Filing Summary

Kumin Michael Andrew reported acquisition or exercise transactions in this Form 4 filing.

Wayfair director Michael Andrew Kumin reported receiving 3,176 shares of Wayfair Class A common stock on March 5, 2026 as a grant or award at a price of $0.00 per share. Each share is issuable upon vesting of a restricted stock unit. The RSUs vest once a service condition is met: one-quarter vests on May 1, 2026, with an additional one-quarter vesting after each three-month period of continuous service thereafter.

After this award, Kumin directly owns 263,753 shares, which include 160 shares in a separately managed account for his benefit. He also has indirect interests in 56,000 shares held by TOF Capital, where he is managing member, and 4,000 shares held by the Great Hill Partners Profit Sharing Plan Trust, a retirement trust for his benefit.

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^*

Kumin Michael Andrew

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		3,176(1)	A	$0	263,753(2)	D
Class A Common Stock								56,000	I	By TOF Capital(3)
Class A Common Stock								4,000	I	By Profit Sharing Plan Trust(4)

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. Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU"). The RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on May 1, 2026 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.

2. Includes 160 shares held in a separately managed account for the benefit of the reporting person.

3. The reporting person is the managing member of TOF Capital, which directly owns the reported securities.

4. Shares held by Great Hill Partners Profit Sharing Plan Trust, a retirement trust, for the benefit of the reporting person.

Remarks:

	/s/ Enrique Colbert, as Attorney-in-Fact for Michael A. Kumin	03/06/2026
	** 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 insider transaction did Wayfair (W) report for Michael Andrew Kumin?

Wayfair (W) reported that director Michael Andrew Kumin received a grant of 3,176 shares of Class A common stock on March 5, 2026. The award came at a price of $0.00 per share and is structured as restricted stock units subject to vesting conditions.

How many Wayfair (W) shares did Michael Andrew Kumin acquire in this Form 4?

Michael Andrew Kumin acquired 3,176 shares of Wayfair Class A common stock through a grant reported on March 5, 2026. These shares are issuable upon vesting of restricted stock units, rather than through an open-market purchase, and were granted at $0.00 per share.

What is the vesting schedule of Michael Andrew Kumin’s new Wayfair (W) RSUs?

The RSUs underlying 3,176 Wayfair shares vest based on a service condition. One-quarter vests on May 1, 2026, and an additional one-quarter vests after each three-month period of continuous service thereafter, spreading vesting evenly over subsequent quarters.

What is Michael Andrew Kumin’s direct share ownership in Wayfair (W) after this award?

Following the March 5, 2026 grant, Michael Andrew Kumin directly owns 263,753 Wayfair Class A shares. This direct total includes 160 shares held in a separately managed account maintained for his benefit, as noted in the Form 4 footnotes.

What indirect Wayfair (W) holdings are associated with Michael Andrew Kumin?

Indirectly, 56,000 Wayfair Class A shares are held by TOF Capital, where Kumin is the managing member, and 4,000 shares are held by the Great Hill Partners Profit Sharing Plan Trust, a retirement trust for his benefit. These positions are reported as indirect ownership.

Did Michael Andrew Kumin buy or sell Wayfair (W) shares on the market in this filing?

The Form 4 does not show open-market buying or selling by Michael Andrew Kumin. It reports a grant or award acquisition of 3,176 shares at $0.00 per share through restricted stock units, plus updated direct and indirect ownership totals.