Andrea Jung shifts Wayfair (NYSE: W) shares to trust and gains RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Wayfair Inc. director Andrea Jung reported a mix of equity grants and ownership reclassification in Wayfair Class A Common Stock. On August 14, 2025, she received a grant of 3,177 restricted stock units (RSUs), bringing her direct holdings to 4,732 shares of Class A stock.

A prior transaction dated June 27, 2025, now amended, shows 15,703 shares of Class A Common Stock being transferred from her individual account to a revocable trust. A footnote clarifies that Jung is the sole trustee and beneficiary of the trust, so this shift largely changes the form of ownership rather than her economic interest. After these transactions, she holds shares both directly and indirectly through the revocable trust.

Insider Trade Summary

31,406 shares gifted

Mixed 3 txns

Insider JUNG ANDREA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,177	$0.00	--
Gift	Class A Common Stock	15,703	$0.00	--
Gift	Class A Common Stock	15,703	$0.00	--

Holdings After Transaction: Class A Common Stock — 4,732 shares (Direct); Class A Common Stock — 15,703 shares (Indirect, By Revocable Trust)

Footnotes (1)

The previous Form 4 filed in respect of the listed transaction is being amended to indicate that 15,703 shares were transferred from the reporting person in her individual capacity to a revocable trust. The reporting person is the sole trustee and beneficiary of that revocable trust. These shares of Class A Common Stock are issuable upon vesting of restricted stock units ("RSUs"). These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on November 1, 2025 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter. The amount of securities beneficially owned by the reporting person in her individual capacity has been amended to reflect the beneficial ownership following the transfer to the revocable trust.

Key Figures

RSU grant: 3,177 RSUs Shares transferred to trust: 15,703 shares Direct holdings after RSU grant: 4,732 shares +2 more

5 metrics

RSU grant 3,177 RSUs Granted on August 14, 2025 to Andrea Jung

Shares transferred to trust 15,703 shares Class A Common Stock moved from individual to revocable trust

Direct holdings after RSU grant 4,732 shares Class A Common Stock held directly following August 14, 2025 award

Gift transactions count 2 gifts Bona fide gift code G transactions on June 27, 2025

Gifted share total (summary) 31,406 shares Aggregate giftShares shown in transaction summary

Key Terms

restricted stock units ("RSUs"), revocable trust, bona fide gift, beneficially owned, +1 more

5 terms

restricted stock units ("RSUs") financial

"These shares of Class A Common Stock are issuable upon vesting of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

revocable trust financial

"15,703 shares were transferred from the reporting person in her individual capacity to a revocable trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

beneficially owned financial

"amended to reflect the beneficial ownership following the transfer to the revocable trust."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

service condition financial

"These RSUs vest upon the satisfaction of a service condition."

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 05:40 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JUNG ANDREA

(Last)

(First)

(Middle)

C/O WAYFAIR INC.

4 COPLEY PLACE

(Street)

BOSTON

MASSACHUSETTS

02116

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/15/2025

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/27/2025		G⁽¹⁾		15,703	D	$0	1,555	D
Class A Common Stock	06/27/2025		G⁽¹⁾		15,703	A	$0	15,703	I	By Revocable Trust
Class A Common Stock	08/14/2025		A		3,177⁽²⁾	A	$0	4,732⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The previous Form 4 filed in respect of the listed transaction is being amended to indicate that 15,703 shares were transferred from the reporting person in her individual capacity to a revocable trust. The reporting person is the sole trustee and beneficiary of that revocable trust.

2. These shares of Class A Common Stock are issuable upon vesting of restricted stock units ("RSUs"). These RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on November 1, 2025 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.

3. The amount of securities beneficially owned by the reporting person in her individual capacity has been amended to reflect the beneficial ownership following the transfer to the revocable trust.

Remarks:

	/s/ Enrique Colbert, Attorney-in-Fact for Andrea Jung	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Wayfair (W) director Andrea Jung report in this Form 4/A?

Andrea Jung reported a grant of 3,177 restricted stock units and an amended gift transaction. The amendment clarifies that 15,703 Wayfair Class A shares were transferred from her individual holdings to a revocable trust where she is sole trustee and beneficiary.

How many Wayfair (W) shares were transferred to Andrea Jung’s revocable trust?

The filing states that 15,703 shares of Wayfair Class A Common Stock were transferred from Andrea Jung in her individual capacity to a revocable trust. She is the sole trustee and beneficiary, so her economic exposure to those shares effectively remains with her.

What equity award did Andrea Jung receive from Wayfair (W) in this filing?

Andrea Jung received 3,177 restricted stock units (RSUs) tied to Wayfair Class A Common Stock. These RSUs are issued at no cash cost per share and increase her potential equity stake upon vesting, subject to the specified service-based vesting schedule in the filing.

What is the vesting schedule for Andrea Jung’s 3,177 Wayfair (W) RSUs?

The RSUs vest based on a service condition: one-quarter of the 3,177 units vest on November 1, 2025, and an additional one-quarter vests for each subsequent three-month period of continuous service, until all units have fully vested over the stated schedule.

Did Andrea Jung sell any Wayfair (W) shares in the reported transactions?

No open-market sales are reported. The filing describes a bona fide gift transferring 15,703 shares from her individual account to a revocable trust, and a separate grant of 3,177 RSUs. Both are non-cash, administrative or compensation-related equity movements rather than market sales.

How did Andrea Jung’s direct Wayfair (W) holdings change after these transactions?

After the August 14, 2025 RSU grant, Andrea Jung’s direct ownership is reported as 4,732 shares of Wayfair Class A Common Stock. In addition, 15,703 shares are held indirectly through a revocable trust, where she serves as the sole trustee and beneficiary.