Wayfair Inc.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
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Item 5. Other Information
(c) Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, the following directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
| Plans | ||||||||||||
| Name & Title | Action | Date | Rule 10b5-1 Plan | Non-Rule 10b5-1 Plan | Aggregate number/dollar value of securities to be purchased or sold (1) | Plan expiration date (2) | ||||||
| Steven Conine, Co-Chairman and Co-Founder | Termination | May 6, 2026 | X | Prior plan covering up to 1,600,000 shares | N/A | |||||||
| Niraj Shah, Chief Executive Officer, Co-Chairman and Co-Founder | Termination | May 6, 2026 | X | Prior plan covering up to 1,600,000 shares | N/A | |||||||
| Steven Conine, Co-Chairman and Co-Founder | Adoption | May 6, 2026 | X | Up to 540,000 shares to be sold | February 11, 2027 | |||||||
| Niraj Shah, Chief Executive Officer, Co-Chairman and Co-Founder | Adoption | May 6, 2026 | X | Up to 540,000 shares to be sold | February 11, 2027 | |||||||
| Fiona Tan, Chief Technology Officer (3) | Adoption | June 1, 2026 | X | Up to 61,000 shares to be sold | September 30, 2027 | |||||||
| Jonathan Blotner, President, Commercial and Operations | Adoption | June 9, 2026 | X | Up to $1,200,000 in value of shares to be sold and 50% of certain RSUs to be sold upon vesting | July 30, 2027 | |||||||
| (1) | The “Aggregate number/dollar value of securities to be sold” represents the gross number or value of shares to be sold during the duration of the plan, and, to the extent applicable, before excluding any shares sold pursuant to the Company’s mandatory policies to cover necessary tax withholding obligations in connection with the vesting of the securities. | |||||||||||
| (2) | Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended. | |||||||||||
| (3) | Represents the adoption of a Rule 10b5-1 trading plan by Fiona Tan as trustee on behalf of a revocable trust of which members of Fiona Tan’s immediate family are the sole beneficiaries. | |||||||||||
Other than those disclosed above, none of our directors or officers adopted orterminated, a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended June 30, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.