Wayfair (NYSE: W) CFO exercises 19,041 RSUs; 9,208 shares withheld for taxes

Rhea-AI Filing Summary

Wayfair Inc. executive Kate Gulliver, the CFO and Chief Administrative Officer, reported multiple compensation-related stock transactions on Class A Common Stock. She exercised restricted stock units (RSUs) covering 19,041 shares, converting them into common shares at a stated price of $0.00 per share.

To cover related tax obligations from these RSU vestings, 9,208 shares of Class A Common Stock were withheld by Wayfair at $75.25 per share. After these transactions, Gulliver directly holds 159,071 shares of Wayfair Class A Common Stock.

Footnotes explain that additional RSUs granted in 2021, 2022, and 2023 remain unvested and are scheduled to vest in quarterly installments starting on July 1, 2026, contingent on continued service.

Insights

Equity compensation analyst

Wayfair’s CFO completed routine RSU vesting with tax withholding and retained a large equity stake.

Kate Gulliver exercised RSUs into 19,041 shares of Class A Common Stock at a stated price of $0.00, reflecting standard equity compensation vesting rather than an open-market purchase. This increases her directly held share count while converting derivative awards into common stock.

To satisfy tax obligations on the vesting, the issuer withheld 9,208 shares at $75.25 per share, a typical non‑market disposition classified under code F. Following these transactions, she holds 159,071 shares directly, indicating a substantial ongoing ownership position.

Footnotes show additional RSUs from 2021, 2022, and 2023 that will vest in quarterly tranches beginning July 1, 2026, assuming continued service. Overall, these filings describe routine compensation and tax mechanics, not discretionary buying or selling, so the informational signal for investors is limited.

Insider Trade Summary

19,041 shares exercised/converted

Mixed 9 txns

Insider Gulliver Kate

Role CFO and Chief Admin Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit ("RSU")	392	$0.00	--
Exercise	Restricted Stock Unit ("RSU")	217	$0.00	--
Exercise	Restricted Stock Units ("RSUs")	584	$0.00	--
Exercise	Restricted Stock Unit ("RSU")	17,848	$0.00	--
Exercise	Class A Common Stock	392	$0.00	--
Exercise	Class A Common Stock	217	$0.00	--
Exercise	Class A Common Stock	584	$0.00	--
Exercise	Class A Common Stock	17,848	$0.00	--
Tax Withholding	Class A Common Stock	9,208	$75.25	$693K

Holdings After Transaction: Restricted Stock Unit ("RSU") — 784 shares (Direct); Restricted Stock Units ("RSUs") — 1,712 shares (Direct); Class A Common Stock — 149,630 shares (Direct)

Footnotes (1)

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. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. 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, 392 shares will vest on July 1, 2026 and 392 shares will vest on October 1, 2026. 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, an aggregate amount of 875 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. 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, an aggregate amount of 1,712 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026. 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.

Key Figures

RSUs exercised: 19,041 shares Tax withholding shares: 9,208 shares Post-transaction holdings: 159,071 shares +5 more

8 metrics

RSUs exercised 19,041 shares RSUs converted to Class A Common Stock at $0.00 on April 1, 2026

Tax withholding shares 9,208 shares Shares withheld to satisfy tax obligations at $75.25 per share

Post-transaction holdings 159,071 shares Class A Common Stock directly owned after April 1, 2026 transactions

Future vesting 2021 grant 392 shares RSUs scheduled to vest on July 1, 2026 and October 1, 2026

Future vesting 2022 grant 875 shares RSUs vesting in four quarterly installments commencing July 1, 2026

Future vesting 2023 grant 1,712 shares RSUs vesting in four quarterly installments commencing July 1, 2026

Exercise price for RSUs $0.00 per share Stated conversion price for RSUs into Class A Common Stock

Withholding price $75.25 per share Price applied to shares withheld for tax obligations

Key Terms

Restricted Stock Unit ("RSU"), tax withholding obligation, contingent right, service condition, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

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

tax withholding obligation financial

"shares ... withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the RSUs"

contingent right financial

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

service condition financial

"These RSUs ... vest upon the satisfaction of a service condition and have no expiration date."

vesting date financial

"subject to continued service on each applicable vesting date, 392 shares will vest on July 1, 2026"

Form 4 Insider Transactions: What Each Field Means →

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^*

Gulliver Kate

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Chief Admin Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2026		M		392	A	$0	149,630	D
Class A Common Stock	04/01/2026		M		217	A	$0	149,847	D
Class A Common Stock	04/01/2026		M		584	A	$0	150,431	D
Class A Common Stock	04/01/2026		M		17,848	A	$0	168,279	D
Class A Common Stock	04/01/2026		F		9,208(1)	D	$75.25	159,071	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)	04/01/2026		M			392	(3)	(3)	Class A Common Stock	392	$0	784	D
Restricted Stock Unit ("RSU")	(2)	04/01/2026		M			217	(4)	(4)	Class A Common Stock	217	$0	875	D
Restricted Stock Units ("RSUs")	(2)	04/01/2026		M			584	(5)	(5)	Class A Common Stock	584	$0	1,712	D
Restricted Stock Unit ("RSU")	(2)	04/01/2026		M			17,848	(6)	(6)	Class A Common Stock	17,848	$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 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, 392 shares will vest on July 1, 2026 and 392 shares will vest on October 1, 2026.

4. 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, an aggregate amount of 875 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026.

5. 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, an aggregate amount of 1,712 shares will vest in four 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 Kate Gulliver	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Wayfair (W) CFO Kate Gulliver report?

Kate Gulliver reported exercising RSUs into 19,041 shares of Wayfair Class A Common Stock at $0.00 per share. These are equity compensation vestings, not open‑market purchases, and convert restricted stock units into directly owned shares.

How many Wayfair (W) shares were withheld for taxes in this Form 4?

Wayfair withheld 9,208 shares of Class A Common Stock at $75.25 per share to cover Kate Gulliver’s tax obligations on RSU vesting. This tax-withholding disposition is coded F and does not represent an open‑market sale by the executive.

What are Kate Gulliver’s Wayfair (W) share holdings after these transactions?

After the reported RSU exercises and tax withholding, Kate Gulliver directly holds 159,071 shares of Wayfair Class A Common Stock. This figure reflects her updated ownership position following the conversion of RSUs into common shares and the shares withheld for taxes.

Are the Wayfair (W) CFO’s transactions open-market buys or routine vesting?

The transactions are routine RSU vestings, not open‑market buys or sells. RSUs were converted into common shares at $0.00, and shares were withheld to pay taxes. This pattern is typical for executive equity compensation rather than discretionary trading.

What future RSU vesting does Wayfair (W) disclose for its CFO?

Footnotes state that unvested RSUs granted in 2021, 2022, and 2023 remain outstanding. Subject to continued service, tranches of 392, 875, and 1,712 shares are scheduled to vest in quarterly installments starting July 1, 2026.

What do the Form 4 codes M and F mean in Wayfair (W) CFO’s filing?

Code M indicates the exercise or conversion of derivative securities, here RSUs becoming common stock. Code F indicates shares withheld to satisfy tax obligations, not an open‑market sale, when the RSUs vested into Class A Common Stock.