Kate Gulliver - Mar 19, 2025 Form 4 Insider Report for Wayfair Inc. (W)

Role
CFO and Chief Admin Officer
Signature
/s/ Enrique Colbert, Attorney-In-Fact for Kate Gulliver
Stock symbol
W
Transactions as of
Mar 19, 2025
Transactions value $
-$611,071
Form type
4
Date filed
4/2/2025, 09:18 PM
Previous filing
Jan 7, 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 +335 +0.27% $0.00 125K Apr 1, 2025 Direct
transaction W Class A Common Stock Options Exercise $0 +181 +0.15% $0.00 125K Apr 1, 2025 Direct
transaction W Class A Common Stock Options Exercise $0 +587 +0.47% $0.00 125K Apr 1, 2025 Direct
transaction W Class A Common Stock Options Exercise $0 +1.39K +1.11% $0.00 127K Apr 1, 2025 Direct
transaction W Class A Common Stock Options Exercise $0 +37.1K +29.26% $0.00 164K Apr 1, 2025 Direct
transaction W Class A Common Stock Sale -$409K -13K -7.96% $31.36 151K Apr 2, 2025 Direct F1, F2
transaction W Class A Common Stock Sale -$202K -6.26K -4.15% $32.31 144K Apr 2, 2025 Direct F1, F3

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") Award $0 +37.1K $0.00 37.1K Mar 19, 2025 Class A Common Stock 37.1K Direct F4, F5
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -335 -33.33% $0.00 670 Apr 1, 2025 Class A Common Stock 335 Direct F6, F7
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -181 -8.58% $0.00 1.93K Apr 1, 2025 Class A Common Stock 181 Direct F6, F8
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -587 -25.19% $0.00 1.74K Apr 1, 2025 Class A Common Stock 587 Direct F6, F9
transaction W Restricted Stock Units ("RSUs") Options Exercise $0 -1.39K -25.55% $0.00 4.05K Apr 1, 2025 Class A Common Stock 1.39K Direct F6, F10
transaction W Restricted Stock Unit ("RSU") Options Exercise $0 -37.1K -100% $0.00 0 Apr 1, 2025 Class A Common Stock 37.1K Direct F6, F11
* 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 $30.90 to $31.88, 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 $31.90 to $32.68, 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 Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. This transaction is being reported late due to inadvertent administrative oversight.
F5 These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2025.
F6 Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
F7 These RSUs, which were granted on November 12, 2020, 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, 335 shares will vest on each of July 1, 2025 and October 1, 2025.
F8 These RSUs, which were granted on November 11, 2021, 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, 181 shares will vest on each of July 1, 2025 and October 1, 2025 and an aggregate of 1,567 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.
F9 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 of 868 shares will vest in equal quarterly amounts commencing July 1, 2025 and an aggregate of 875 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.
F10 These RSUs, which were granted on February 1, 2023, 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 of 2,336 shares will vest in equal quarterly amounts commencing July 1, 2025 and an aggregate of 1,712 shares will vest in equal quarterly amounts commencing July 1, 2026.
F11 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.