Tan Fiona 4

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.