[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (W) reported an insider equity award to Jon Blotner, President, Commercial & Operations. The Form 4 shows an award of 26,145 restricted stock units (RSUs) granted on 09/22/2025. Each RSU represents the contingent right to one share of Class A Common Stock and the reported acquisition price is $0.

The RSUs vest upon satisfaction of a service condition that is fully satisfied on October 1, 2025, and the filing reports 26,145 shares beneficially owned following the transaction, held directly. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Blotner on 09/24/2025.

Positive

• 26,145 RSUs granted and fully documented in the Form 4
• RSUs convert to one share each and the service condition has a clear satisfaction date of October 1, 2025
• Post-transaction beneficial ownership is explicitly reported as 26,145 shares (direct)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant; limited immediate market impact.

The filing documents a compensation-related grant of 26,145 RSUs to an executive officer, which converts to the same number of Class A shares when vested. This is a non-cash, service-condition award with a stated service satisfaction date of October 1, 2025. Because no sale or purchase for value occurred and the award vests on a service condition, it is a standard component of executive compensation and typically does not create short-term dilution beyond the eventual issuance of shares upon vesting.

Corporate Governance Expert

TL;DR: Standard insider disclosure for an RSU grant; governance implications are routine.

The Form 4 properly discloses a director/officer's RSU award and the direct beneficial ownership post-award. The disclosure includes the grant date, number of units, conversion mechanics (one RSU per share), and the service-based vesting satisfaction date, meeting SEC reporting expectations. There are no additional governance flags or atypical terms 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

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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^*

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)
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 Units ("RSUs")	(1)	09/22/2025		A		26,145		(2)	(2)	Class A Common Stock	26,145(1)	$0	26,145	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 Jon Blotner	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 Wayfair insider Jon Blotner report on Form 4 (W)?

The Form 4 reports an award of 26,145 restricted stock units (RSUs) to Jon Blotner, recorded with a transaction date of 09/22/2025.

When do the RSUs awarded to Jon Blotner vest?

The RSUs vest upon satisfaction of a service condition that is fully satisfied on October 1, 2025.

How many shares will the 26,145 RSUs convert into for Wayfair (W)?

Each RSU represents a contingent right to one share of Class A Common Stock, so the award corresponds to 26,145 potential shares upon vesting.

What price was reported for the RSU acquisition on the Form 4 for W?

The reported acquisition price for the RSUs is $0, reflecting a compensation grant rather than a paid purchase.

Who signed the Form 4 for Jon Blotner and when?

The Form 4 was signed by Enrique Colbert, Attorney-In-Fact for Jon Blotner on 09/24/2025.