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Wayfair Inc. Director's Dealing 2025

Apr 3, 2025

30599_dirs_2025-04-02_dae1a458-0987-4378-92c3-a6a955e4930c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2025-03-19

Reporting Person: Gulliver Kate (CFO and Chief Admin Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-04-01 Class A Common Stock M 335 Acquired 124545 Direct
2025-04-01 Class A Common Stock M 181 Acquired 124726 Direct
2025-04-01 Class A Common Stock M 587 Acquired 125313 Direct
2025-04-01 Class A Common Stock M 1389 Acquired 126702 Direct
2025-04-01 Class A Common Stock M 37068 Acquired 163770 Direct
2025-04-02 Class A Common Stock S 13035 $31.36 Disposed 150735 Direct
2025-04-02 Class A Common Stock S 6261 $32.31 Disposed 144474 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-03-19 Restricted Stock Unit ("RSU") $ A 37068 Acquired Class A Common Stock (37068) Direct
2025-04-01 Restricted Stock Unit ("RSU") $ M 335 Disposed Class A Common Stock (335) Direct
2025-04-01 Restricted Stock Unit ("RSU") $ M 181 Disposed Class A Common Stock (181) Direct
2025-04-01 Restricted Stock Unit ("RSU") $ M 587 Disposed Class A Common Stock (587) Direct
2025-04-01 Restricted Stock Units ("RSUs") $ M 1389 Disposed Class A Common Stock (1389) Direct
2025-04-01 Restricted Stock Unit ("RSU") $ M 37068 Disposed Class A Common Stock (37068) Direct

Footnotes

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.