01/05/2026 | Press release | Distributed by Public on 01/05/2026 19:04
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units ("RSUs") | (3) | 01/01/2026 | M | 326 | (4) | (4) | Class A Common Stock | 326 | $ 0 | 980 | D | ||||
| Restricted Stock Units ("RSUs") | (3) | 01/01/2026 | M | 181 | (5) | (5) | Class A Common Stock | 181 | $ 0 | 910 | D | ||||
| Restricted Stock Unit ("RSU") | (3) | 01/01/2026 | M | 18,702 | (6) | (6) | Class A Common Stock | 18,702 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Blotner Jon C/O WAYFAIR INC., 4 COPLEY PLACE BOSTON, MA 02116 |
Pres., Commercial & Operations | |||
| /s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner | 01/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These shares represent the number of shares of Class A Common Stock withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the RSUs reported in this Form 4. |
| (2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2025. |
| (3) | Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. |
| (4) | 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, 327 shares will vest on April 1, 2026, 326 shares will vest on July 1, 2026, and 327 shares will vest on October 1, 2026. |
| (5) | 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, 181 shares will vest on April 1, 2026, and an aggregate amount of 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026. |
| (6) | These RSUs, which were granted on December 21, 2025, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2026. |