Wayfair (NYSE: W) director updates holdings after 56,000-share transfer

Rhea-AI Filing Summary

Wayfair Inc. director Michael Andrew Kumin reported updated equity holdings and a new stock award. He received 3,176 shares of Class A Common Stock as a grant, represented by restricted stock units. These RSUs vest as to one quarter of the shares on May 1, 2026, with an additional quarter vesting after each three-month period of continuous service.

The amendment also reflects that 56,000 shares were transferred from TOF Capital, an entity for which Kumin is the managing member, so that these shares are now held directly in his individual capacity. Following these changes, he beneficially owns 319,753 shares directly, including 160 shares in a separately managed account.

Insights

Equity compensation and governance analyst

Routine stock award and internal transfer; limited signal for investors.

Director Michael Andrew Kumin received a grant of 3,176 Class A shares via restricted stock units, vesting quarterly after an initial vesting on May 1, 2026. This is standard equity compensation that aligns director incentives with Wayfair Inc. shareholders.

The amendment also reclassifies 56,000 shares previously held by TOF Capital so they are now shown as directly owned by Kumin, without any sale proceeds. Total direct beneficial ownership is 319,753 shares, including 160 in a separately managed account. Overall, these are administrative and compensation-related updates rather than market trades.

Insider Trade Summary

112,000 shares gifted

Mixed 3 txns

Insider Kumin Michael Andrew

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,176	$0.00	--
Gift	Class A Common Stock	56,000	$0.00	--
Gift	Class A Common Stock	56,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 319,753 shares (Direct); Class A Common Stock — 0 shares (Indirect, By TOF Capital)

Footnotes (1)

1. The previous Form 4 filed in respect of the listed transaction is being amended to indicate that 56,000 shares were transferred from TOF Capital to the reporting person such that the shares are now held directly by the reporting person in his individual capacity. The reporting person is the managing member of TOF Capital, which directly owns the reported securities. Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU"). The RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on May 1, 2026 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter. Includes 160 shares held in a separately managed account for the benefit of the reporting person. The amount of securities beneficially owned directly by the reporting person in his individual capacity has been amended to reflect the beneficial ownership following the transfer from TOF Capital.

Key Figures

RSU grant: 3,176 shares Transfer from TOF Capital: 56,000 shares Direct beneficial ownership: 319,753 shares +3 more

6 metrics

RSU grant 3,176 shares Class A Common Stock award to director on March 5, 2026

Transfer from TOF Capital 56,000 shares Shares moved from TOF Capital to direct individual ownership

Direct beneficial ownership 319,753 shares Total Class A shares held directly after transactions

Separately managed account 160 shares Included within direct beneficial ownership

Gift transactions 112,000 shares Aggregate of two bona fide gift entries in December 2025

RSU initial vesting date May 1, 2026 Service condition satisfied for first 1/4 of RSUs

Key Terms

restricted stock unit ("RSU"), bona fide gift, beneficially owned, separately managed account, +1 more

5 terms

restricted stock unit ("RSU") financial

"Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU")."

bona fide gift financial

"transaction_code_description": "Bona fide gift""

beneficially owned financial

"The amount of securities beneficially owned directly by the reporting person in his individual capacity has been amended"

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.

separately managed account financial

"Includes 160 shares held in a separately managed account for the benefit of the reporting person."

A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.

service condition financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Kumin Michael Andrew

(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)
12/16/2025

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)
03/06/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/16/2025		G(1)		56,000	D	$0	0	I	By TOF Capital(2)
Class A Common Stock	12/16/2025		G(1)		56,000	A	$0	316,577	D
Class A Common Stock	03/05/2026		A		3,176(3)	A	$0	319,753(4)(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The previous Form 4 filed in respect of the listed transaction is being amended to indicate that 56,000 shares were transferred from TOF Capital to the reporting person such that the shares are now held directly by the reporting person in his individual capacity.

2. The reporting person is the managing member of TOF Capital, which directly owns the reported securities.

3. Each share of Class A Common Stock is issuable upon the vesting of a restricted stock unit ("RSU"). The RSUs vest upon the satisfaction of a service condition. The service condition is satisfied as to 1/4th of the shares on May 1, 2026 and as to an additional 1/4th of the shares for each three-month period of continuous service thereafter.

4. Includes 160 shares held in a separately managed account for the benefit of the reporting person.

5. The amount of securities beneficially owned directly by the reporting person in his individual capacity has been amended to reflect the beneficial ownership following the transfer from TOF Capital.

Remarks:

	/s/ Enrique Colbert, as Attorney-in-Fact for Michael A. Kumin	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)

FAQ

What did Wayfair (W) director Michael Kumin report in this Form 4/A?

He reported a grant of 3,176 shares of Class A Common Stock through restricted stock units and updated his beneficial ownership after 56,000 shares moved from TOF Capital to his direct individual holdings.

How many Wayfair (W) shares does Michael Kumin now beneficially own?

After the reported transactions, Michael Kumin beneficially owns 319,753 shares of Wayfair Class A Common Stock directly, including 160 shares held in a separately managed account for his benefit, as disclosed in the amended filing.

What are the vesting terms of Michael Kumin’s 3,176 Wayfair (W) RSUs?

Each share of Class A Common Stock is issuable upon vesting of an RSU. The service condition is satisfied for one quarter of the RSUs on May 1, 2026 and for an additional quarter after each three-month period of continuous service.

What change involving TOF Capital is disclosed in this Wayfair (W) Form 4/A?

The amendment explains that 56,000 shares were transferred from TOF Capital to Michael Kumin, so those shares are now held directly by him. Kumin is the managing member of TOF Capital, which directly owned the securities before the transfer.

Does this Wayfair (W) insider filing show market purchases or sales by Michael Kumin?

The transactions involve a stock grant and a transfer of 56,000 shares from TOF Capital to Kumin’s direct ownership, plus gift classifications, all at a stated price of $0.00 per share. They do not reflect open-market purchases or sales.