Wayfair (NYSE: W) CTO exercises RSUs and has shares withheld for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Wayfair Inc. Chief Technology Officer Fiona Tan reported compensation-related equity activity involving Class A Common Stock and restricted stock units (RSUs) on July 1, 2026. She exercised RSUs to acquire 27,073 shares and 1,198 shares of Class A Common Stock at a conversion price of $0.00 per share.
To cover tax obligations from the RSU vesting, 14,357 shares of Class A Common Stock were withheld by Wayfair at $95.14 per share, which is a non-market, tax-withholding disposition rather than an open-market sale. Following these transactions, Tan holds 25,280 shares of Class A Common Stock directly.
She also indirectly holds 211,698 shares of Class A Common Stock through a revocable trust, where she serves as trustee and members of her immediate family are the sole beneficiaries. Footnotes indicate that each RSU represents a contingent right to receive one share when vested, and remaining RSUs are scheduled to vest in tranches between October 1, 2026 and April 1, 2027, subject to continued service.
Positive
- None.
Negative
- None.
Insider Trade Summary
28,271 shares exercised/converted
Mixed
6 txns
Insider
Tan Fiona
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit ("RSU") | 1,198 | $0.00 | -- |
| Exercise | Restricted Stock Unit ("RSU") | 27,073 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,198 | $0.00 | -- |
| Exercise | Class A Common Stock | 27,073 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 14,357 | $95.14 | $1.37M |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit ("RSU") — 3,597 shares (Direct, null);
Class A Common Stock — 12,564 shares (Direct, null);
Class A Common Stock — 211,698 shares (Indirect, By Revocable Trust)
Footnotes (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. 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. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. 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, 1,199 shares will vest on October 1, 2026, 1,199 shares will vest on January 1, 2027, and 1,199 shares will vest on April 1, 2027. These RSUs, which were granted on May 1, 2026, 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, 27,073 shares will vest on October 1, 2026, 27,073 shares will vest on January 1, 2027, and 27,073 shares will vest on April 1, 2027.
Key Figures
RSUs exercised into shares: 27,073 shares
Additional RSUs exercised: 1,198 shares
Tax-withholding shares: 14,357 shares at $95.14
+4 more
7 metrics
RSUs exercised into shares
27,073 shares
Class A Common Stock from RSUs on July 1, 2026
Additional RSUs exercised
1,198 shares
Class A Common Stock from RSUs on July 1, 2026
Tax-withholding shares
14,357 shares at $95.14
Shares withheld to satisfy tax obligations
Direct holdings after transactions
25,280 shares
Class A Common Stock held directly after July 1, 2026
Indirect trust holdings
211,698 shares
Class A Common Stock held via revocable trust
Future vesting (smaller RSU grant)
1,199 shares per date
Vest on Oct 1 2026, Jan 1 2027, Apr 1 2027
Future vesting (larger RSU grant)
27,073 shares per date
Vest on Oct 1 2026, Jan 1 2027, Apr 1 2027
Key Terms
Restricted Stock Unit ("RSU"), tax withholding obligation, revocable trust, contingent right, +1 more
5 terms
Restricted Stock Unit ("RSU") financial
"The filing describes transactions in "Restricted Stock Unit ("RSU")" awards that convert into Class A Common Stock."
tax withholding obligation financial
"Shares were withheld by the issuer to satisfy the reporting person's tax withholding obligation upon RSU vesting."
revocable trust financial
"The reporting person is the trustee of the revocable trust, and family members are its sole beneficiaries."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
contingent right financial
"Each RSU represents a contingent right to receive one share of Class A Common Stock when vested."
derivative exercise/conversion financial
"Transaction code M is described as an exercise or conversion of a derivative security."
FAQ
What did Wayfair (W) CTO Fiona Tan report in this Form 4?
Fiona Tan reported RSU-related equity activity involving Wayfair Class A Common Stock. She exercised RSUs into 27,073 and 1,198 shares and had 14,357 shares withheld to cover tax obligations, reflecting routine compensation and tax-settlement mechanics rather than open-market trading.
What RSU awards for Wayfair (W) CTO Fiona Tan remain unvested?
Footnotes state certain RSUs granted April 18, 2022 and May 1, 2026 remain unvested. Subject to continued service, 1,199 shares vest on October 1, 2026, January 1, 2027, and April 1, 2027, and 27,073 shares vest on those same three dates in separate tranches.
How are Fiona Tan’s indirect Wayfair (W) holdings structured?
The filing shows 211,698 Wayfair Class A shares held indirectly through a revocable trust. Tan is the trustee, and members of her immediate family are the sole beneficiaries, meaning the position is reported as indirect ownership associated with her role over the trust assets.