Sec Form 4 Filing - Blotner Jon @ Wayfair Inc. - 2024-01-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Blotner Jon 2. Issuer Name and Ticker or Trading Symbol Wayfair Inc. [ W] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O WAYFAIR INC., 4 COPLEY PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/01/2024 M 315 A $ 0 24,732 D Class A Common Stock 01/01/2024 M 932 A $ 0 25,664 D Class A Common Stock 01/01/2024 M 735 A $ 0 26,399 D Class A Common Stock 01/01/2024 M 19,302 A $ 0 45,701 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ("RSUs") ( 1 ) 01/01/2024 M 315 ( 2 ) ( 2 ) Class A Common Stock 315 $ 0 946 D Restricted Stock Units ("RSUs") ( 1 ) 01/01/2024 M 932 ( 3 ) ( 3 ) Class A Common Stock 932 $ 0 5,153 D Restricted Stock Units ("RSUs") ( 1 ) 01/01/2024 M 735 ( 4 ) ( 4 ) Class A Common Stock 735 $ 0 4,161 D Restricted Stock Units ("RSUs") ( 1 ) 01/01/2024 M 19,302 ( 5 ) ( 5 ) Class A Common Stock 19,302 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blotner Jon C/O WAYFAIR INC., 4 COPLEY PLACE BOSTON, MA02116 Chief Commercial Officer Signatures /s/ Enrique Colbert, Attorney-In-Fact for Jon Blotner 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of Class A Common Stock when vested. ( 2 )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, 315 shares will vest on each of April 1, 2024 and July 1, 2024 and 316 shares will vest on October 1, 2024. ( 3 )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, 933 shares will vest on April 1, 2024, 932 shares will vest on July 1, 2024 and 933 shares will vest on October 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. ( 4 )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, 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. ( 5 )These RSUs, which were granted on December 15, 2023, vest upon the satisfaction of a service condition and have no expiration date. The service condition was fully satisfied on January 1, 2024.

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).

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