Wayfair Inc SEC Filings

Wayfair Inc. (NYSE: W) – Form 4 Insider Transaction Summary

CEO, Co-Founder and 10% owner Niraj Shah reported the sale of 30,000 Class A shares on 20 June 2025 under a pre-arranged Rule 10b5-1 trading plan adopted 15 Aug 2024.

• Shares sold: 29,078 at a weighted-average price of $49.41 and 922 at a weighted-average price of $49.99.
• Total proceeds: ≈ $1.49 million.
• Remaining ownership: 439,137 shares held directly and 22,857 shares held indirectly through SK Ventures LLC, for an aggregate of 461,994 shares.
• The sale represents roughly 6.5 % of Shah’s directly held position.

No derivative transactions were reported. The filing states the CEO will furnish detailed price breakdowns upon request, indicating standard compliance practices.

Investor takeaway: While insider sales can raise concerns, execution under a previously disclosed 10b5-1 plan and Shah’s continued sizeable stake mitigate governance risk. The transaction appears routine and does not alter Wayfair’s fundamental outlook.

Wayfair CFO and Chief Admin Officer Kate Gulliver received a significant equity grant of 50,604 Restricted Stock Units (RSUs) on June 19, 2025. Each RSU represents the right to receive one share of Wayfair Class A Common Stock.

Key details of the RSU grant:

• The RSUs are subject to a service-based vesting condition
• Full vesting will occur on July 1, 2025 (less than two weeks from grant date)
• The grant was made at $0 cost to the executive
• Total potential share delivery upon vesting: 50,604 shares

This Form 4 filing was submitted by Enrique Colbert as attorney-in-fact for Kate Gulliver on June 20, 2025, meeting the SEC's requirement for prompt reporting of insider transactions within two business days.

Wayfair insider Jon Blotner, President of Commercial & Operations, received a significant equity grant of 51,305 Restricted Stock Units (RSUs) on June 19, 2025. Each RSU represents the right to receive one share of Class A Common Stock.

Key details of the RSU grant:

• The RSUs are subject to a service-based vesting condition
• Full vesting will occur on July 1, 2025
• The grant was made at $0 cost to the executive
• The RSUs have no expiration date
• The shares will be held directly by the executive upon vesting

This Form 4 filing was submitted by Enrique Colbert as attorney-in-fact for Jon Blotner on June 20, 2025, meeting the SEC's requirement for prompt reporting of insider transactions.

Wayfair Chief Technology Officer Fiona Tan received a significant equity award on June 19, 2025, consisting of 60,990 Restricted Stock Units (RSUs). This represents a notable insider transaction for the e-commerce company.

Key details of the RSU grant:

• Each RSU converts to one share of Class A Common Stock
• The RSUs were granted at $0 cost to the executive
• Full vesting occurs on July 1, 2025, subject to service conditions
• No expiration date applies to these units

This compensation grant suggests continued commitment to retaining key technical leadership, with the short vesting period indicating a near-term alignment of executive interests with shareholders. The transaction was reported via power of attorney through Enrique Colbert.

Wayfair Inc. (W) has filed a Form 144 giving notice of a proposed sale of 30,000 Class A shares through Fidelity Brokerage Services on or about 20 June 2025. The block is valued at approximately $1.48 million and equals just 0.03 % of the 103.66 million shares outstanding, limiting dilution risk. The shares derive from founder stock acquired in 2002 and are flagged as a gift/compensation transaction.

The filing also details insider sales during the last three months by Steven K. Conine and the Conine Family Foundation totaling 102,000 shares for an estimated $4.08 million. The planned sale continues this selling pattern, bringing cumulative announced or executed dispositions to roughly 132,000 shares (0.13 % of shares outstanding) since April 2025.

While the absolute dollar amounts are meaningful, the percentage of float is small; however, recurring founder-level sales can be interpreted by investors as a modestly negative sentiment signal. No operational or earnings data accompany the notice, and the transaction does not alter overall capital structure.

Wayfair Inc. (symbol W) insiders have filed a Form 144 indicating an intent to sell additional shares. Co-founder and CEO Niraj S. Shah, together with the Shah Charitable Foundation, plans to dispose of 30,000 Class A shares through Fidelity Brokerage Services on or about 20 June 2025. The filing lists an aggregate market value of approximately $1.48 million, based on recent market prices, and notes that Wayfair has 103.66 million shares outstanding; the proposed sale therefore represents roughly 0.03 % of the float.

The notice follows a series of insider sales over the past three months totaling 102,000 shares for gross proceeds of about $4.08 million. Those transactions include multiple sales by Niraj Shah (roughly 90,000 shares) and the Foundation (12,000 shares) during April–June 2025. Under Rule 144, these historical sales must be aggregated with the new proposed sale when assessing volume limits.

No new material information about Wayfair’s operations, earnings, or strategy is disclosed. The signatory affirms that he is not in possession of undisclosed material adverse information and, if relying on a 10b5-1 plan, that it was adopted as required. While the dollar amount is modest relative to market capitalization, continued insider selling—especially by the CEO—may attract investor scrutiny regarding management’s confidence and near-term share-price expectations.

Wayfair Chief Technology Officer Fiona Tan reported insider trading activity through a Rule 10b5-1 trading plan. The transactions occurred on June 16-17, 2025, involving the following key details:

• June 16: Disposed of 3,133 shares of Class A Common Stock at $47.39 per share
• June 17: Disposed of 3,214 shares of Class A Common Stock at $49.00 per share
• Following the transactions, Tan holds 111,128 shares directly and 70,891 shares indirectly through a Revocable Trust

The sales were executed according to a pre-established Rule 10b5-1 trading plan initiated on March 12, 2025. The trust arrangement, where Tan serves as trustee, benefits immediate family members. These transactions demonstrate systematic portfolio management by a key executive while maintaining significant equity stake in the company.