Wayfair CTO Fiona Tan Sells $715K in Shares via 10b5-1 Plan Following RSU Vesting
Wayfair Inc.
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Filing Summary
Wayfair Inc. ($W) Form 4: CTO Fiona Tan reported transactions on October 1, 2026.
• Transaction: Sold 7,000 shares @ $102.18 ($715,260 total value) under a Rule 10b5-1 trading plan.
• Vesting & Taxes: Acquired 28,272 shares via RSU vesting, with 14,357 shares withheld for taxes ($101.37/share).
• Post-Transaction Holdings: 39,195 direct shares and 204,698 indirect shares held via Revocable Trust.
• Significance: Low (routine RSU settlement and pre-scheduled 10b5-1 disposition).
Comprehensive Analysis
Executive Summary
On October 5, 2026, Wayfair Inc. ($W) Chief Technology Officer Fiona Tan reported multiple transactions dated October 1, 2026, on Form 4. The transactions included the vesting and settlement of 28,272 Restricted Stock Units (RSUs), the withholding of 14,357 shares for tax liabilities, and the open-market sale of 7,000 Class A Common Stock shares under a Rule 10b5-1 plan established on June 1, 2026.
Transaction Breakdown
- RSU Conversions (Code M):
- 1,199 shares acquired at $0.00.
- 27,073 shares acquired at $0.00.
- Tax Withholding (Code F):
- 14,357 shares withheld by the issuer at $101.37 per share to satisfy tax obligations, totaling ~$1.46M.
- Open Market Sale (Code S):
- 7,000 shares sold indirectly via a Revocable Trust at an average price of $102.18 per share, generating gross proceeds of $715,260.
Ownership Post-Transaction
- Direct Ownership: 39,195 Class A Common shares.
- Indirect Ownership (Revocable Trust): 204,698 Class A Common shares.
- Derivative Holdings: 56,544 unvested RSUs remaining across the two grants.
Market & Trading Significance
The trading significance is assessed as Low. The disposition of 7,000 shares represents less than 3% of Tan's combined direct and indirect equity holdings and was executed pursuant to a pre-scheduled Rule 10b5-1 trading plan. The remainder of the activity reflects standard quarterly vesting and tax withholding.
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Important Disclaimer
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