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: Tan Fiona (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Class A Common Stock	M	1401	—	Acquired	90377	Direct
2025-04-01	Class A Common Stock	M	44586	—	Acquired	134963	Direct
2025-04-02	Class A Common Stock	S	14176	$31.43	Disposed	120787	Direct
2025-04-02	Class A Common Stock	S	9659	$32.63	Disposed	111128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-04-01	Restricted Stock Unit ("RSU")	$	M	1401	Disposed		Class A Common Stock (1401)	Direct
2025-04-01	Restricted Stock Unit ("RSU")	$	M	44586	Disposed		Class A Common Stock (44586)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	77238	Indirect

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 $30.98 to $31.96, 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 $31.98 to $32.91, 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 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 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.