Fiona Tan - Apr 1, 2025 Form 4 Insider Report for Wayfair Inc. (W)

Role
Chief Technology Officer
Signature
/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan
Stock symbol
W
Transactions as of
Apr 1, 2025
Transactions value $
-$760,725
Form type
4
Date filed
4/2/2025, 08:57 PM
Previous filing
Mar 20, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Options Exercise $0 +1.4K +1.57% $0.00 90.4K Apr 1, 2025 Direct
transaction W Class A Common Stock Options Exercise $0 +44.6K +49.33% $0.00 135K Apr 1, 2025 Direct
transaction W Class A Common Stock Sale -$446K -14.2K -10.5% $31.43 121K Apr 2, 2025 Direct F1, F2
transaction W Class A Common Stock Sale -$315K -9.66K -8% $32.63 111K Apr 2, 2025 Direct F1, F3
holding W Class A Common Stock 77.2K Apr 1, 2025 By Revocable Trust F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -1.4K -11% $0.00 11.3K Apr 1, 2025 Class A Common Stock 1.4K Direct F5, F6
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -44.6K -100% $0.00 0 Apr 1, 2025 Class A Common Stock 44.6K Direct F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents the number of shares sold by Wayfair Inc. on behalf of the reporting person, which sale is mandatory pursuant to Wayfair Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of RSUs on April 1, 2025. Such sales do not represent a discretionary trade by the reporting person.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.98 to $31.96, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.98 to $32.91, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F4 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.
F5 Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F6 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 6,542 shares will vest in substantially equal quarterly amounts commencing July 1, 2025 and an aggregate amount of 4,795 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
F7 These RSUs, which were granted on March 19, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2025.