[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kate Gulliver, Chief Financial Officer and Chief Administrative Officer of Wayfair Inc. (W), reported the acquisition of 25,444 restricted stock units (RSUs) on 09/22/2025. Each RSU represents a contingent right to one share of Class A Common Stock and the reporting person beneficially owns 25,444 shares following the transaction. The RSUs have a $0 exercise price, vest upon satisfaction of a service condition, and the filing states the service condition will be fully satisfied on October 1, 2025, with no expiration date for the RSUs.

Positive

• Officer equity award disclosed: 25,444 RSUs reported, increasing direct beneficial ownership to 25,444 shares
• Clear vesting condition: Service condition fully satisfied on October 1, 2025, as stated in the filing
• Timely and compliant filing: Form 4 signed by attorney-in-fact and contains required transaction details

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer acquisition of 25,444 RSUs recorded; reflects issuance of equity-based compensation rather than open-market trading.

The Form 4 documents a non-derivative acquisition of 25,444 RSUs by the company's CFO/Chief Administrative Officer on 09/22/2025 with direct beneficial ownership reported post-transaction. These RSUs are compensation-linked awards that convert one-for-one into Class A common shares when vested. The filing discloses a $0 price and a service-based vesting condition that is fully satisfied on October 1, 2025. For investors, this is a routine insider equity grant disclosure required under Section 16 and does not provide information about open-market buying or selling activity.

Corporate Governance Expert

TL;DR: Governance disclosure shows standard executive equity award and timely Form 4 reporting by attorney-in-fact.

The submission shows compliant reporting of an equity award to a named officer with a signature by an attorney-in-fact on 09/24/2025. The RSUs vest upon a service condition satisfied on October 1, 2025, and have no expiration, which the filing explicitly states. The form includes required detail on title, amount, and ownership form. There are no amendments or other related-party arrangements disclosed in this filing.

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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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).

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)
09/22/2025

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

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")	(1)	09/22/2025		A		25,444		(2)	(2)	Class A Common Stock	25,444	$0	25,444	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

2. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition is fully satisfied on October 1, 2025.

Remarks:

	/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver	09/24/2025
	** 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 Kate Gulliver report on the Form 4 for Wayfair (W)?

She reported acquisition of 25,444 RSUs on 09/22/2025, resulting in beneficial ownership of 25,444 shares.

When do the RSUs reported by Kate Gulliver vest?

The filing states the service condition is fully satisfied on October 1, 2025, and the RSUs vest upon that condition.

What is the price and nature of the securities reported?

The reported RSUs have a $0 price and each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

How was the Form 4 signed and when?

The form was signed by Enrique Colbert, Attorney-In-Fact for Kate Gulliver, on 09/24/2025.

Does the filing indicate these RSUs expire?

No expiration date is stated; the filing explicitly notes the RSUs have no expiration date.