Wayfair Inc. — Director's Dealing 2024

Apr 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2024-04-01

Reporting Person: Tan Fiona (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-01	Class A Common Stock	M	1792	—	Acquired	28739	Direct
2024-04-01	Class A Common Stock	M	3500	—	Acquired	32239	Direct
2024-04-01	Class A Common Stock	M	24171	—	Acquired	56410	Direct
2024-04-02	Class A Common Stock	S	3268	$62.85	Disposed	53142	Direct
2024-04-02	Class A Common Stock	S	2047	$63.39	Disposed	51095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-01	Restricted Stock Unit ("RSU")	$	M	1792	Disposed		Class A Common Stock (1792)	Direct
2024-04-01	Restricted Stock Unit ("RSU")	$	M	3500	Disposed		Class A Common Stock (3500)	Direct
2024-04-01	Restricted Stock Unit ("RSU")	$	M	24171	Disposed		Class A Common Stock (24171)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	77238	Indirect

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 $62.15 to $63.14, 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 $63.18 to $63.67, 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 5,602 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 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 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, 3,500 shares will vest on each of July 1, 2024 and October 1, 2024.

F8: These RSUs, which were granted on March 21, 2024, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2024.