Jon Blotner - 01 Oct 2023 Form 4 Insider Report for Wayfair Inc. (W)

Footnote F1

Represents the number of shares sold by Wayfair Inc. on behalf of the reporting person, which sale is mandatory pursuant to Wayfair Inc.'s policies to cover necessary tax withholding obligations in connection with the vesting of the Restricted Stock Units RSUs listed in Table II. Such sales do not represent a discretionary trade by the reporting person.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.41 to $56.37, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.42 to $57.41, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F4

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.46 to $57.98, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F5

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.03 to $59.23, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F6

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.72 to $60.03, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F7

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.23 to $61.87, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F8

Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

Footnote F9

These RSUs, which were granted in multiple awards on November 5, 2019, 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, 1,261 shares will vest in substantially equal quarterly amounts commencing January 1, 2024.

Footnote F10

These RSUs, which were granted on November 12, 2020, 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, 670 shares will vest in substantially equal quarterly amounts commencing January 1, 2025.

Footnote F11

These RSUs, which were granted in multiple awards on November 11, 2021, 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, 3,730 shares will vest in substantially equal quarterly amounts commencing January 1, 2024, 1,049 shares will vest in substantially equal quarterly amounts commencing January 1, 2025, and 1,306 shares will vest in substantially equal quarterly amounts commencing on January 1, 2026.

Footnote F12

These RSUs, which were granted in multiple awards 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, 735 shares will vest on January 1, 2024, 736 shares will vest on April 1, 2024, 1,973 shares will vest in substantially equal quarterly amounts commencing July 1, 2024, 723 shares will vest in substantially equal quarterly amounts commencing July 1, 2025, and 729 shares will vest in substantially equal quarterly amounts commencing July 1, 2026.

Footnote F13

These RSUs, which were granted on September 20, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on October 1, 2023.