Tan Fiona 4
4 · Wayfair Inc. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Wayfair (W) CTO Fiona Tan Exercises RSUs; 11,727 Shares Withheld
What Happened
Fiona Tan, Chief Technology Officer of Wayfair (W), had RSUs convert to 23,093 shares on April 1, 2026 (1,636 + 21,457). To satisfy tax withholding, the issuer withheld and disposed of 11,727 of those shares at $75.25 each, generating $882,457. Net shares retained by Tan from this vesting event: 11,366 shares. The conversion shows $0 exercise price because these were RSUs (not option purchases).
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (filed timely).
- Conversion: 1,636 and 21,457 RSUs converted to 23,093 shares in total (reported as derivative conversions).
- Tax withholding: 11,727 shares withheld/disposed at $75.25/share for a total of $882,457. (Footnote F1: withholding to satisfy tax liability.)
- Net shares received: 11,366 (23,093 vested − 11,727 withheld).
- Relevant footnotes:
- F3: Each RSU converts 1-for-1 to a share.
- F5: The March 18, 2026 RSU grant’s service condition was fully satisfied on April 1, 2026 (these vested).
- F4: The April 18, 2022 RSU grant vests on service; 4,795 shares remain and will vest in four roughly equal quarterly tranches beginning July 1, 2026, subject to continued service.
- F2: The reporting person is trustee of a revocable trust; immediate family members are beneficiaries.
- The Form shows a routine tax-withholding share disposition (code F). No late filing flag noted.
Context
These were RSU vesting and withholding transactions—not open-market buys or discretionary sales. With RSUs, the holder receives shares upon vesting (no cash exercise price), and issuers commonly withhold a portion of shares to cover tax obligations (a routine administrative step). Such withholding does not necessarily signal the insider’s view on the stock.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
2026-04-01+1,636→ 1,636 total - Exercise/Conversion
Class A Common Stock
2026-04-01+21,457→ 23,093 total - Tax Payment
Class A Common Stock
[F1]2026-04-01$75.25/sh−11,727$882,457→ 11,366 total - Exercise/Conversion
Restricted Stock Unit ("RSU")
[F3][F4]2026-04-01−1,636→ 4,795 total→ Class A Common Stock (1,636 underlying) - Exercise/Conversion
Restricted Stock Unit ("RSU")
[F3][F5]2026-04-01−21,457→ 0 total→ Class A Common Stock (21,457 underlying)
- 211,698(indirect: By Trust)
Class A Common Stock
[F2]
Footnotes (5)
- [F1]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.
- [F2]The reporting person is the trustee of the revocable trust, and members of the reporting person's immediate family are the sole beneficiaries of the revocable trust.
- [F3]Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.
- [F4]These RSUs, which were granted 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, an aggregate amount of 4,795 shares will vest in four substantially equal quarterly amounts commencing July 1, 2026.
- [F5]These RSUs, which were granted on March 18, 2026, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on April 1, 2026.