Wayfair (W) CTO Fiona Tan reports grant of 21,641 RSUs

Rhea-AI Filing Summary

Wayfair Inc. reported that Chief Technology Officer Fiona Tan received a grant of 21,641 restricted stock units (RSUs) on December 21, 2025. Each RSU represents a contingent right to receive one share of Wayfair Class A common stock when it vests and was reported at a price of $0 per unit.

The RSUs vest upon satisfaction of a service condition, which is fully satisfied on January 1, 2026. Following this grant, Fiona Tan beneficially owns 21,641 derivative securities directly in the form of these RSUs.

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).

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^*

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)
12/21/2025

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 Unit ("RSUs")	(1)	12/21/2025		A		21,641		(2)	(2)	Class A Common Stock	21,641	$0	21,641	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 January 1, 2026.

Remarks:

	/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Wayfair (W) report for Fiona Tan?

Wayfair reported that Chief Technology Officer Fiona Tan received 21,641 restricted stock units (RSUs) on December 21, 2025, each tied to one share of Class A common stock.

When do Fiona Tan’s Wayfair RSUs vest?

The 21,641 RSUs granted to Fiona Tan vest upon a service condition that is fully satisfied on January 1, 2026.

What does each Wayfair RSU granted to Fiona Tan represent?

Each RSU granted to Fiona Tan represents a contingent right to receive one share of Wayfair Class A common stock when the unit vests.

What was the reported price for the Wayfair RSUs granted to Fiona Tan?

The RSUs were reported with a derivative security price of $0, reflecting that they are an equity award rather than a purchase in the market.

How many Wayfair derivative securities does Fiona Tan beneficially own after this grant?

After the reported transaction, Fiona Tan beneficially owns 21,641 derivative securities directly in the form of RSUs tied to Wayfair Class A common stock.

What is Fiona Tan’s role at Wayfair in this insider report?

In the report, Fiona Tan is identified as an Officer of Wayfair, serving as the company’s Chief Technology Officer.