Tan Fiona 4
4 · Wayfair Inc. · Filed Jul 6, 2026
Research Summary
AI-generated summary of this filing
Wayfair (W) CTO Fiona Tan Receives RSUs; 14,357 Shares Withheld
What Happened
Fiona Tan, Chief Technology Officer of Wayfair, reported the conversion/vesting of 28,271 RSUs into Class A common shares on July 1, 2026. To satisfy tax withholding, the issuer withheld 14,357 shares at $95.14 per share, generating proceeds of $1,365,925. After withholding, Tan received a net ~13,914 shares (28,271 total vested − 14,357 withheld). The filing shows the RSU conversion/exercise entries (code M) and the tax-withholding disposition (code F).
Key Details
- Transaction date: July 1, 2026; Form 4 filed July 6, 2026 (filed 5 calendar days after the transaction; appears later than the typical 2-business-day Form 4 deadline).
- Reported withholding: 14,357 shares @ $95.14 = $1,365,925 (tax withholding payment).
- RSUs converted: 1,198 shares (from a 4/18/2022 grant) and 27,073 shares (from a 5/1/2026 grant) — total 28,271 shares converted. Net shares received after withholding: ~13,914.
- Shares owned after the transaction: not stated in the filing.
- Notable footnotes: F1 confirms shares were withheld to satisfy tax withholding; F3 clarifies each RSU converts to one share; F4/F5 describe vesting schedules and remaining future vesting for portions of the grants.
- Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld for tax withholding (disposition).
Context
- This was not an open-market purchase or sale for cash: it reflects RSUs vesting and a cashless/stock-withholding settlement to cover taxes (common practice for RSU awards). Withholding of shares to cover taxes is routine and does not, by itself, indicate a buy or sell opinion by the insider.
- The filing’s delay (filed July 6 for a July 1 transaction) is noted; Form 4s are generally due within two business days, so retail investors may want to monitor for any comments or amendments.
Insider Transaction Report
Form 4
Tan Fiona
Chief Technology Officer
Transactions
- Exercise/Conversion
Class A Common Stock
2026-07-01+1,198→ 12,564 total - Exercise/Conversion
Class A Common Stock
2026-07-01+27,073→ 39,637 total - Tax Payment
Class A Common Stock
[F1]2026-07-01$95.14/sh−14,357$1,365,925→ 25,280 total - Exercise/Conversion
Restricted Stock Unit ("RSU")
[F3][F4]2026-07-01−1,198→ 3,597 total→ Class A Common Stock (1,198 underlying) - Exercise/Conversion
Restricted Stock Unit ("RSU")
[F3][F5]2026-07-01−27,073→ 81,219 total→ Class A Common Stock (27,073 underlying)
Holdings
- 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, 1,199 shares will vest on October 1, 2026, 1,199 shares will vest on January 1, 2027, and 1,199 shares will vest on April 1, 2027.
- [F5]These RSUs, which were granted on May 1, 2026, 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, 27,073 shares will vest on October 1, 2026, 27,073 shares will vest on January 1, 2027, and 27,073 shares will vest on April 1, 2027.
Signature
/s/Enrique Colbert, Attorney-In-Fact for Fiona Tan|2026-07-06