Tan Fiona 4

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.