Blotner Jon 4

What Happened

• Jon Blotner, President, Commercial & Operations at Wayfair, had RSUs convert to 23,450 shares on July 1, 2026 (recorded as exercise/conversion of derivatives). To cover taxes, 11,339 of those shares were withheld by the issuer at $95.14/share (value ~$1,078,792). Separately, on July 2, 2026 he sold 5,925 shares in an open-market transaction at $96.29/share (proceeds ~$570,518). After the conversions, withholding and sale, Blotner retained a net 6,186 shares from this vesting event (23,450 acquired − 11,339 withheld − 5,925 sold = 6,186).

Key Details

• Transaction dates and prices:
  • 2026-07-01: RSU conversions totaling 23,450 shares (acquired at $0 as vested RSUs).
  • 2026-07-01: 11,339 shares withheld for tax at $95.14/share (disposition; value ~$1,078,792).
  • 2026-07-02: Open-market sale of 5,925 shares at $96.29/share (proceeds ~$570,518).
• Net shares retained from this vesting event: 6,186 shares.
• Notable footnotes:
  • F1: Withheld shares satisfy tax withholding on the RSU vesting.
  • F2: The open-market sale was executed under a Rule 10b5-1 trading plan adopted Aug 12, 2025.
  • F4–F7: Each RSU converts to one share on vesting; the filing details remaining scheduled vesting dates for prior and newly granted RSUs.
  • F3: The filing notes certain shares are directly owned by the reporting person’s spouse, of which the reporting person is deemed a beneficial owner.
• Shares owned after the transaction: total beneficial ownership not stated in the provided filing excerpt.

Context

• These transactions are largely routine: RSU vesting (conversion of derivative awards) with shares withheld to cover taxes (a non-cash disposition) and a planned market sale under an existing 10b5-1 plan. RSU conversions are not purchases; they reflect compensation vesting. The sale under a 10b5-1 plan indicates the open-market disposition was pre-arranged and not an ad-hoc trade.