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Wayfair (W) CEO Niraj Shah reports 120,000-share sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Wayfair (W): CEO insider sale filed. CEO/Director/10% owner Niraj Shah sold 120,000 Class A shares on 10/23/2025 under a Rule 10b5-1 trading plan adopted on May 29, 2025. The sales occurred in four tranches at weighted average prices of $80.99, $81.77, $82.96, and $83.54, with individual trades executed within the disclosed ranges. Following these transactions, Shah directly held 169,137 shares and indirectly held 22,857 shares through SK Ventures LLC.

Positive

  • None.

Negative

  • None.

Insights

Planned insider sale: CEO sold 120,000 shares under a Rule 10b5-1 plan; ownership remains disclosed; operational impact appears neutral.

Wayfair Inc. (W) reported a Form 4 for its CEO, who is also a director and 10% owner. On 10/23/2025, he sold a total of 120,000 Class A shares across four tranches under a Rule 10b5-1 plan adopted on May 29, 2025. Weighted average sale prices fell within ranges around $80.41–$83.67, with specific tranches at $80.99, $81.77, $82.96, and $83.54 as reported.

Following these sales, beneficial ownership is disclosed as 169,137 shares held directly and 22,857 shares held indirectly through SK Ventures LLC. No derivative transactions were reported in Table II. A Rule 10b5-1 plan indicates pre-set trading instructions, which can reduce inference about timing decisions.

Items to watch include any further sales under this plan and subsequent changes in direct or indirect holdings. The next relevant datapoint would be any additional Form 4s reflecting plan executions after 10/23/2025, including updated share balances or new plan adoptions, modifications, or expirations, if filed.

Insider Shah Niraj
Role Chief Executive Officer
Sold 120,000 shs ($9.86M)
Type Security Shares Price Value
Sale Class A Common Stock 34,614 $80.99 $2.80M
Sale Class A Common Stock 26,058 $81.77 $2.13M
Sale Class A Common Stock 51,934 $82.96 $4.31M
Sale Class A Common Stock 7,394 $83.54 $618K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 254,523 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (1)
  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 29, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.41 to $81.40, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.41 to $82.40, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.42 to $83.41, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.42 to $83.67, 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. 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 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
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 MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/23/2025 S(1) 34,614 D $80.99(2) 254,523 D
Class A Common Stock 10/23/2025 S(1) 26,058 D $81.77(3) 228,465 D
Class A Common Stock 10/23/2025 S(1) 51,934 D $82.96(4) 176,531 D
Class A Common Stock 10/23/2025 S(1) 7,394 D $83.54(5) 169,137 D
Class A Common Stock 22,857 I See Footnote(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount 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 29, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.41 to $81.40, 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 $81.41 to $82.40, 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 $82.42 to $83.41, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.42 to $83.67, 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.
6. 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 Shah 10/24/2025
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Wayfair (W) disclose in this Form 4?

CEO Niraj Shah reported selling 120,000 Class A shares on 10/23/2025 pursuant to a Rule 10b5-1 plan.

At what prices were the Wayfair shares sold?

Weighted average prices were $80.99, $81.77, $82.96, and $83.54, with trades executed within the specified ranges.

How many Wayfair shares does the CEO hold after the sale?

He holds 169,137 shares directly and 22,857 shares indirectly via SK Ventures LLC.

Was the sale under a pre-established trading plan?

Yes. The filing states it was made under a Rule 10b5-1 plan adopted on May 29, 2025.

What is the date of the reported transactions for Wayfair (W)?

The transactions occurred on 10/23/2025.

Who signed the Form 4 for Wayfair’s CEO?

It was signed by /s/ Enrique Colbert, attorney-in-fact for Niraj Shah, on 10/24/2025.