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Wayfair CEO Niraj Shah sells 69,000 shares

Wayfair’s CEO Niraj Shah disclosed 69,000 shares sold on September 14, 2026 under a pre-arranged Rule 10b5-1 trading plan.

(Very High)
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Form Type
4

Rhea-AI Filing Summary

Wayfair Inc. (W) reported that Chief Executive Officer and director Niraj Shah sold an aggregate of 69,000 shares of Class A common stock on September 14, 2026 in a series of open‑market transactions. The reported weighted‑average sale prices for the trade blocks ranged from $98.27 to $106.09 per share, with underlying execution ranges between $97.80 and $106.35 as described in multiple footnotes. All sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on May 6, 2026. A separate line reports 22,857 shares of Class A common stock held indirectly through SK Ventures LLC, of which Shah is a member and may be deemed a beneficial owner.

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Insider Shah Niraj
Role Chief Executive Officer
Sold 69,000 shs ($7.13M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 4,485 $98.27 $441K
Sale Class A Common Stock F1, F3 4,558 $99.34 $453K
Sale Class A Common Stock F1, F4 4,732 $100.31 $475K
Sale Class A Common Stock F1, F5 3,779 $101.33 $383K
Sale Class A Common Stock F1, F6 4,437 $102.36 $454K
Sale Class A Common Stock F1, F7 7,258 $103.37 $750K
Sale Class A Common Stock F1, F8 19,374 $104.41 $2.02M
Sale Class A Common Stock F1, F9 12,943 $105.41 $1.36M
Sale Class A Common Stock F1, F10 7,434 $106.09 $789K
holding Class A Common Stock F11 -- -- --
Holdings After Transaction: Class A Common Stock — 291,137 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (11)
  1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2026.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.80 to $98.67, 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.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.80 to $99.78, 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.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.81 to $100.80, 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.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.81 to $101.79, 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.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.82 to $102.79, 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.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.85 to $103.84, 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.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.85 to $104.84, 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.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.85 to $105.84, 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.
  10. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.85 to $106.35, 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.
  11. F11. Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.
Total shares sold 69,000 shares Aggregate Class A common stock sales by Niraj Shah on September 14, 2026
Sale block price $98.27 per share Weighted‑average price for 4,485 shares sold on September 14, 2026
Sale block price $106.09 per share Weighted‑average price for 7,434 shares sold on September 14, 2026
Execution price range (lowest) $97.80 per share Lowest price in the disclosed trade ranges for September 14, 2026 sales
Execution price range (highest) $106.35 per share Highest price in the disclosed trade ranges for September 14, 2026 sales
Rule 10b5-1 plan adoption date May 6, 2026 Date Shah adopted the trading plan governing the reported sales
Indirectly held shares 22,857 shares Class A shares directly owned by SK Ventures LLC, of which Shah may be deemed a beneficial owner
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial owner regulatory
"of which the reporting person is a member and may be deemed to be a beneficial owner."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider trading activity did Wayfair (W) disclose for Niraj Shah on this Form 4?

The filing reports that Niraj Shah, Wayfair’s CEO and director, sold 69,000 shares of Class A common stock on September 14, 2026 in multiple open‑market transactions at various weighted‑average prices.

At what prices did Niraj Shah sell Wayfair (W) shares on September 14, 2026?

Reported weighted‑average prices per block ranged from $98.27 to $106.09 per share. Footnotes state that individual trades within these blocks occurred in ranges from $97.80 up to $106.35 per share.

Were Niraj Shah’s Wayfair (W) share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sales were effected pursuant to a Rule 10b5‑1 trading plan that Shah adopted on May 6, 2026, indicating the transactions followed a pre‑arranged trading schedule.

How many Wayfair (W) shares did Niraj Shah sell in total according to this Form 4?

According to the transaction summary, Shah sold a total of 69,000 shares of Wayfair Class A common stock across nine separate sale entries on September 14, 2026.

What indirect holdings of Wayfair (W) stock are reported for Niraj Shah?

The filing reports 22,857 shares of Wayfair Class A common stock indirectly held through SK Ventures LLC, which directly owns the shares; Shah is a member and may be deemed a beneficial owner of that position.

Does the Form 4 state Shah’s total direct Wayfair (W) holdings after these sales?

No. For the sale transactions, the column for shares owned following the transaction is left blank, so only the 69,000 shares sold are specified, not Shah’s remaining direct holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
X
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*
Shah Niraj

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/14/2026S(1)4,485D$98.27(2)355,652D
Class A Common Stock09/14/2026S(1)4,558D$99.34(3)351,094D
Class A Common Stock09/14/2026S(1)4,732D$100.31(4)346,362D
Class A Common Stock09/14/2026S(1)3,779D$101.33(5)342,583D
Class A Common Stock09/14/2026S(1)4,437D$102.36(6)338,146D
Class A Common Stock09/14/2026S(1)7,258D$103.37(7)330,888D
Class A Common Stock09/14/2026S(1)19,374D$104.41(8)311,514D
Class A Common Stock09/14/2026S(1)12,943D$105.41(9)298,571D
Class A Common Stock09/14/2026S(1)7,434D$106.09(10)291,137D
Class A Common Stock22,857ISee Footnote(11)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2026.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.80 to $98.67, 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.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.80 to $99.78, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.81 to $100.80, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.81 to $101.79, 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.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.82 to $102.79, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.85 to $103.84, 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.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.85 to $104.84, 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.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.85 to $105.84, 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.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.85 to $106.35, 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.
11. Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.
Remarks:
/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah09/16/2026
** Signature of Reporting PersonDate
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)

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