[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fiona Tan, Chief Technology Officer of Wayfair Inc. (W), reported transactions on 10/01/2025 related to the vesting of restricted stock units (RSUs). The filing shows RSUs granted on 4/18/2022 and 9/22/2025 with the 9/22/2025 grant's service condition satisfied on 10/01/2025, triggering vesting. The issuer withheld 16,351 shares to satisfy tax withholding on the vested RSUs. Following the reported activity, Ms. Tan directly beneficially owns reported Class A shares and indirectly holds 205,207 Class A shares as trustee of a revocable trust. The filing lists specific upcoming vesting dates for the 2022 grant: 1,635 shares on 1/1/2026, 1,636 shares on 4/1/2026, and an aggregate 4,795 shares vesting quarterly beginning 7/1/2026.

Positive

• Service condition satisfied for RSUs granted on 9/22/2025, resulting in vesting on 10/01/2025
• Indirect ownership of 205,207 Class A shares held in a revocable trust, showing continued insider stake

Negative

• 16,351 shares withheld by the issuer to satisfy tax withholding upon RSU vesting on 10/01/2025
• 16,351 shares disposed (withheld) at an indicated price of $86.41 in the Form 4 table

Insights

Insider Transactions Analyst

Insider reported RSU vesting and tax-withheld disposition on 10/01/2025.

The filing documents that RSUs from the 9/22/2025 grant fully satisfied their service condition on 10/01/2025, causing shares to vest and 16,351 shares to be withheld for taxes.

The reporting person also holds an indirect stake of 205,207 Class A shares via a revocable trust, which is disclosed explicitly and may affect total insider-aligned ownership calculations.

Monitor the scheduled vesting dates for the 4/18/2022 grant: 1/1/2026, 4/1/2026, and quarterly vesting from 7/1/2026.

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).

1. Name and Address of Reporting Person^*

Tan Fiona

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		1,636	A	$0	1,636	D
Class A Common Stock	10/01/2025		M		30,624	A	$0	32,260	D
Class A Common Stock	10/01/2025		F		16,351(1)	D	$86.41	15,909	D
Class A Common Stock								205,207	I(2)	By Revocable Trust

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")	(3)	10/01/2025		M			1,636	(4)	(4)	Class A Common Stock	1,636	$0	8,066	D
Restricted Stock Unit ("RSU")	(3)	10/01/2025		M			30,624	(5)	(5)	Class A Common Stock	30,624	$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. The reporting person is the trustee of the revocable trust, and members of the reporting person's immediate family are the sole beneficiaries of the revocable trust.

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

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, 1,635 shares will vest on January 1, 2026, 1,636 shares will vest on April 1, 2026, and an aggregate amount of 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

5. These RSUs, which were granted on September 22, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2025.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	10/03/2025
	** 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 RSU activity did Wayfair (W) CTO Fiona Tan report on 10/01/2025?

The report shows RSUs vested on 10/01/2025, including the 9/22/2025 grant whose service condition was satisfied that day.

How many shares were withheld for taxes upon vesting in the Form 4?

The issuer withheld 16,351 shares to satisfy the reporting person's tax withholding obligation upon RSU vesting.

How many Class A shares does Fiona Tan indirectly own via a trust?

The filing discloses indirect beneficial ownership of 205,207 Class A shares through a revocable trust.

Are there scheduled future vesting dates disclosed for prior grants?

Yes. For the 4/18/2022 grant: 1,635 shares on 1/1/2026, 1,636 shares on 4/1/2026, and 4,795 shares vesting quarterly beginning 7/1/2026.

Did the Form 4 indicate the price related to any disposed shares?

The table shows a price of $86.41 associated with the 16,351 shares listed as disposed/withheld.