Wayfair Inc. — Director's Dealing 2025

Apr 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wayfair Inc. (W)
CIK: 0001616707
Period of Report: 2025-04-01

Reporting Person: Blotner Jon (Pres., Commercial & Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Class A Common Stock	M	168	—	Acquired	58067	Direct
2025-04-01	Class A Common Stock	M	262	—	Acquired	58329	Direct
2025-04-01	Class A Common Stock	M	494	—	Acquired	58823	Direct
2025-04-01	Class A Common Stock	M	38742	—	Acquired	97565	Direct
2025-04-02	Class A Common Stock	S	12678	$31.35	Disposed	84887	Direct
2025-04-02	Class A Common Stock	S	6579	$32.31	Disposed	78308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-04-01	Restricted Stock Units ("RSUs")	$	M	168	Disposed		Class A Common Stock (168)	Direct
2025-04-01	Restricted Stock Units ("RSUs")	$	M	262	Disposed		Class A Common Stock (262)	Direct
2025-04-01	Restricted Stock Units ("RSUs")	$	M	494	Disposed		Class A Common Stock (494)	Direct
2025-04-01	Restricted Stock Unit ("RSU")	$	M	38742	Disposed		Class A Common Stock (38742)	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 $31.89 to $32.70, 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 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, 167 shares will vest on July 1, 2025 and 168 shares will vest on October 1, 2025.

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, 262 shares will vest on July 1, 2025, 263 shares will vest on October 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, 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 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.