Kumin Michael Andrew 4/A

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.