Wayfair CTO exercises RSUs, covers taxes with shares
Wayfair Inc. Chief Technology Officer Fiona Tan reported routine equity compensation activity involving restricted stock units and related tax withholding.
Rhea-AI Filing Summary
Wayfair Inc. Chief Technology Officer Fiona Tan reported routine equity compensation activity involving restricted stock units and related tax withholding. On April 1, 2026, she exercised RSUs covering 23,093 shares of Class A Common Stock at an exercise price of $0.00 per share as the awards vested.
To satisfy tax withholding obligations on the vesting, the issuer withheld 11,727 shares of Class A Common Stock at $75.25 per share, a non‑market disposition classified as a tax payment rather than an open‑market sale. Following these transactions, Tan holds 11,366 shares of Class A Common Stock directly and 211,698 shares indirectly through a revocable trust where she serves as trustee.
Footnotes state that each RSU represents one share when vested. An RSU grant from April 18, 2022 leaves 4,795 shares scheduled to vest in four substantially equal quarterly installments starting July 1, 2026, subject to continued service. A separate RSU grant from March 18, 2026 had its service condition fully satisfied on April 1, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
23,093 shares exercised/converted
Exercise
6 txns
Insider
Tan Fiona
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit ("RSU") | 1,636 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit ("RSU") | 21,457 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 1,636 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 21,457 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 11,727 | $75.25 | $882K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit ("RSU") — 4,795 contracts (Direct);
Class A Common Stock — 11,366 shares (Direct);
Class A Common Stock — 211,698 shares (Indirect, By Revocable Trust)
Footnotes (5)
- F1. 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.
- F2. 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.
- F3. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
- F4. 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 4,795 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026.
- F5. 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: 23,093 shares
Shares withheld for taxes: 11,727 shares at $75.25
Direct holdings after transactions: 11,366 shares
+3 more
6 metrics
RSUs exercised
23,093 shares
Class A Common Stock from RSU vesting on April 1, 2026
Shares withheld for taxes
11,727 shares at $75.25
Withheld by issuer to satisfy tax obligations on RSU vesting
Direct holdings after transactions
11,366 shares
Wayfair Class A Common Stock held directly by Fiona Tan
Indirect holdings via trust
211,698 shares
Class A Common Stock held indirectly through a revocable trust
Unvested RSUs remaining
4,795 RSUs
From April 18, 2022 grant, vesting quarterly starting July 1, 2026
Tax-withholding disposition code
Code F
Payment of tax liability by delivering securities
Key Terms
Restricted Stock Unit ("RSU"), tax withholding obligation, revocable trust, service condition, +1 more
5 terms
Restricted Stock Unit ("RSU") financial
"security_title: "Restricted Stock Unit ("RSU")""
tax withholding obligation financial
"withheld by the issuer to satisfy the reporting person's tax withholding obligation"
revocable trust financial
"The reporting person is the trustee of the revocable trust"
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.
service condition financial
"vest upon the satisfaction of a service condition and have no expiration date"
vesting financial
"upon the vesting of the RSUs reported in this Form 4"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
What insider transactions did Wayfair (W) CTO Fiona Tan report?
Fiona Tan reported RSU vesting and related share movements. She exercised restricted stock units into 23,093 Wayfair Class A shares and had 11,727 shares withheld at $75.25 each to cover tax obligations, resulting in additional net shares held without any open-market buying or selling.
Were Fiona Tan’s Wayfair (W) transactions open-market purchases or sales?
The reported activity reflects equity compensation mechanics, not open-market trades. RSUs were converted into 23,093 common shares, and 11,727 shares were withheld by Wayfair at $75.25 per share solely to satisfy tax withholding obligations triggered by the vesting of those restricted stock units.
What future Wayfair (W) RSU vesting does Fiona Tan have scheduled?
One RSU grant made on April 18, 2022 leaves 4,795 shares unvested. Subject to continued service, these will vest in four substantially equal quarterly installments starting July 1, 2026, providing a scheduled stream of additional Wayfair Class A shares over that vesting period.
What are the terms of Fiona Tan’s March 18, 2026 Wayfair (W) RSU grant?
The RSUs granted to Fiona Tan on March 18, 2026 vest upon satisfaction of a service condition and have no expiration date. The filing states that this service condition was fully satisfied on April 1, 2026, aligning with the reported RSU exercises into common stock on that date.
How does the revocable trust factor into Fiona Tan’s Wayfair (W) holdings?
The filing notes 211,698 Wayfair Class A shares held indirectly through a revocable trust. Fiona Tan is the trustee, and members of her immediate family are the sole beneficiaries, meaning these shares are reported as indirect ownership associated with her position and family interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
