Wayfair President of Commercial & Operations Executes Rule 10b5-1 Sale Following RSU Vesting

Overview & Context

On October 5, 2026, Jon Blotner, President of Commercial & Operations at Wayfair Inc. ($W), filed a Form 4 detailing equity transactions that took place on October 1 and October 2, 2026.

Summary of Transactions

1. Derivative Conversions / RSU Vestings (October 1, 2026):
   • Acquired a cumulative total of 23,451 shares of Class A Common Stock at $0.00 upon the vesting of restricted stock units (RSUs).
2. Tax Withholding (October 1, 2026):
   • 11,340 shares were disposed of (withheld by the issuer) at a price of $101.37 per share to cover statutory tax withholding liabilities incurred upon RSU vesting (Transaction Code: F), totaling approximately $1,149,535.80.
3. Open Market Sale (October 2, 2026):
   • Disposed of 6,056 shares of Class A Common Stock at $104.13 per share (Transaction Code: S) for gross proceeds of $630,611.28.
   • The sale was executed under a pre-established Rule 10b5-1 trading plan adopted on June 9, 2026.

Ownership Structure & Net Impact

• Direct Ownership: Following the RSU vesting, tax withholding, and sale, Jon Blotner directly holds 116,431 shares of Class A Common Stock, reflecting a net increase over the initial pre-vesting position of 110,376 shares.
• Indirect Ownership: Continues to hold 100 shares indirectly through his spouse.
• Derivative Holdings: Retains unvested RSUs covering 365 shares (2022 grant) and 45,884 shares (2026 grant), scheduled to vest through April 2027.

Market & Trading Significance

The trading activity is assessed as Low Significance. The sale was carried out pursuant to a Rule 10b5-1 trading plan established four months prior and coincided with scheduled RSU vestings. Overall net direct equity ownership increased over the reported period.