[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (W) – Insider Form 4 filing dated 07/02/2025. President, Commercial & Operations Jon Blotner reported a series of transactions on 07/01/2025 involving the vesting and settlement of Restricted Stock Units (RSUs) and the associated tax-withholding share disposition.

Non-derivative activity: Four “M” code entries show the conversion of RSUs into an aggregate 51,914 Class A common shares at a stated price of $0 (no cash paid on exercise). A fifth “F” code entry records the issuer’s withholding and cancellation of 25,102 shares at $51.99 to satisfy statutory taxes. After all moves, Blotner’s direct beneficial ownership increased to 105,120 Class A shares.

Derivative activity: The converted RSUs trace back to grants made in 2020-2025. Remaining unvested tranches total 168 shares from the 2020 grant, 1,569 shares from 2021 grants, and 1,272 shares from 2022 grants, with staggered vesting through 2026. A 2025 RSU award for 51,305 shares fully vested on 07/01/2025 and was entirely settled in stock.

The filing indicates continued insider equity accumulation, modest net share issuance (~26.8 k shares) to the executive, and a routine tax-withholding disposal rather than an open-market sale.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; executive keeps ~27k net shares, minimal market impact.

Blotner’s Form 4 shows standard service-based RSU settlements. While he relinquished 25,102 shares for withholding, he retained roughly 26.8 k shares, lifting his stake to 105,120 shares. No cash proceeds were realized on the exercises, and the disposal was issuer-withheld rather than a discretionary sale, limiting any negative signalling. The additional shares represent a fraction of Wayfair’s outstanding float, so dilution is immaterial. Overall, the transaction strengthens insider alignment but is unlikely to move the stock.

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
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).

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 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)
	Pres., Commercial & Operations

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		167	A	$0	78,475	D
Class A Common Stock	07/01/2025		M		262	A	$0	78,737	D
Class A Common Stock	07/01/2025		M		180	A	$0	78,917	D
Class A Common Stock	07/01/2025		M		51,305	A	$0	130,222	D
Class A Common Stock	07/01/2025		F		25,102(1)	D	$51.99	105,120	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 Units ("RSUs")	(2)	07/01/2025		M			167	(3)	(3)	Class A Common Stock	167	$0	168	D
Restricted Stock Units ("RSUs")	(2)	07/01/2025		M			262	(4)	(4)	Class A Common Stock	262	$0	1,569	D
Restricted Stock Units ("RSUs")	(2)	07/01/2025		M			180	(5)	(5)	Class A Common Stock	180	$0	1,272	D
Restricted Stock Unit ("RSU")	(2)	07/01/2025		M			51,305	(6)	(6)	Class A Common Stock	51,305	$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, 168 shares will vest on October 1, 2025.

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, 263 shares will vest on October 1, 2025, and an aggregate amount of 1,306 shares will vest in substantially equal quarterly amounts commencing January 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, 181 shares will vest on each of October 1, 2025, January 1, 2026, and April 1, 2026, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

6. 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 Jon Blotner	07/02/2025
	** 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

How many Wayfair (W) shares did Jon Blotner acquire through RSU conversions?

51,914 Class A shares were issued upon RSU vesting on 07/01/2025.

How many shares were withheld to cover taxes, and at what price?

Wayfair withheld 25,102 shares at $51.99 per share for tax obligations.

What is Jon Blotner’s total direct ownership after the transactions?

His direct beneficial ownership stands at 105,120 Class A shares.

Which SEC transaction codes were used in the Form 4 filing?

Code M denotes RSU conversion, while code F indicates shares withheld for taxes.

When will Blotner’s remaining unvested RSUs fully vest?

Outstanding tranches vest between October 1 2025 and July 1 2026 per the service schedule.