Wayfair Inc. — Director's Dealing 2024

Oct 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2024-10-01

Reporting Person: Blotner Jon (Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-01	Class A Common Stock	M	316	—	Acquired	44242	Direct
2024-10-01	Class A Common Stock	M	933	—	Acquired	45175	Direct
2024-10-01	Class A Common Stock	M	493	—	Acquired	45668	Direct
2024-10-01	Class A Common Stock	M	23204	—	Acquired	68872	Direct
2024-10-02	Class A Common Stock	S	5108	$53	Disposed	63764	Direct
2024-10-02	Class A Common Stock	S	947	$53.46	Disposed	62817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-01	Restricted Stock Unit ("RSU")	$	M	316	Disposed		Class A Common Stock (316)	Direct
2024-10-01	Restricted Stock Unit ("RSU")	$	M	933	Disposed		Class A Common Stock (933)	Direct
2024-10-01	Restricted Stock Unit ("RSU")	$	M	493	Disposed		Class A Common Stock (493)	Direct
2024-10-01	Restricted Stock Unit ("RSU")	$	M	23204	Disposed		Class A Common Stock (23204)	Direct

Footnotes

F1: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II and does 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 $52.36 to $53.34, 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 $53.37 to $53.57, 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.

F5: These RSUs, which were granted in multiple awards on November 5, 2019, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2024.

F6: These RSUs, which were granted in multiple awards 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, an aggregate amount of 1,049 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and an aggregate amount of 1,306 shares will vest in substantially equal quarterly amounts commencing January 1, 2026.

F7: These RSUs, which were granted in multiple awards 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, 493 shares will vest on January 1, 2025, 494 shares will vest on April 1, 2025, an aggregate amount of 723 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

F8: These RSUs, which were granted on September 13, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2024.