Kumin Michael Andrew 4/A

4/A · Wayfair Inc. · Filed Mar 31, 2026

AI-generated summary of this filing

Updated Mar 31, 2026

Wayfair Director Michael Kumin Receives Gift and RSU Award

What Happened

Michael Andrew Kumin, a Wayfair (W) director and managing member of TOF Capital, had 56,000 shares transferred from TOF Capital to his individual account as a gift (reported at $0) and separately acquired 3,176 shares via an RSU award (reported at $0). The filing is an amendment to prior reporting to reflect the direct transfer of the 56,000 shares to him.

Key Details

Transaction types/dates: Gift transfer (G) on 2025-12-16 — 56,000 shares moved from TOF Capital to Kumin (acquired by him $0); RSU award/grant (A) on 2026-03-05 — 3,176 shares acquired $0.
Prices/values: Both transactions are reported at $0.00 (gifts/awards), so no cash changed hands on the Form 4.
Ownership after transactions: The 56,000 shares are now held directly by Kumin; the RSUs (3,176) are awarded but subject to vesting; there are also 160 shares held in a separately managed account for his benefit.
Notable footnotes: F1 states the Form 4 was amended to show the 56,000-share transfer from TOF Capital to Kumin personally. F2 notes Kumin is managing member of TOF Capital (the original owner). F3 describes RSU vesting: 1/4 vests May 1, 2026, then 1/4 each additional three-month period of continuous service. F4 notes 160 shares in a separately managed account. F5 says beneficial ownership figures were amended to reflect the transfer.
Filing status: This is an amended Form 4 filed 2026-03-31 reporting transactions dated 2025-12-16 and 2026-03-05.

Context

Gifts reported at $0 are transfers of ownership and do not by themselves signal buying or selling activity in the open market; they can be for estate planning, intra-entity reallocation, or other non-market reasons.
The RSU award is a common compensation/retention vehicle; vesting is time-based per the schedule in the footnote, so those shares will convert to freely tradeable shares only as they vest.

Form 4/AAmended

Period: 2025-12-16

Director

Transactions

Gift
Class A Common Stock
[F1][F2]
2025-12-16−56,000→ 0 total(indirect: By TOF Capital)
Gift
Class A Common Stock
[F1]
2025-12-16+56,000→ 316,577 total
Award
Class A Common Stock
[F3][F4][F5]
2026-03-05+3,176→ 319,753 total

Footnotes (5)

[F1]The previous Form 4 filed in respect of the listed transaction is being amended to indicate that 56,000 shares were transferred from TOF Capital to the reporting person such that the shares are now held directly by the reporting person in his individual capacity.
[F2]The reporting person is the managing member of TOF Capital, which directly owns the reported securities.
[F3]Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU"). The RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on May 1, 2026 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.
[F4]Includes 160 shares held in a separately managed account for the benefit of the reporting person.
[F5]The amount of securities beneficially owned directly by the reporting person in his individual capacity has been amended to reflect the beneficial ownership following the transfer from TOF Capital.

Signature

/s/ Enrique Colbert, as Attorney-in-Fact for Michael A. Kumin|2026-03-31

1 file