Wayfair Inc. (W) CEO Niraj Shah sells 69,000 shares via Rule 10b5-1 plan

Rhea-AI Filing Summary

Wayfair Inc. Chief Executive Officer Niraj Shah reported multiple open-market sales of 69,000 shares of Class A Common Stock on August 12, 2026. The sales, executed in several tranches at weighted average prices between $101.98 and $105.43 per share, were made pursuant to a Rule 10b5-1 trading plan adopted on May 6, 2026. The filing also reports indirect ownership of 22,857 shares held by SK Ventures LLC, of which Shah is a member and may be deemed a beneficial owner.

Insider Trade Summary 10b5-1

Net Seller: 69,000 shares

Net Sell 6 txns

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	9,025	$101.98	$920K
Sale	Class A Common Stock F1, F3	23,259	$102.87	$2.39M
Sale	Class A Common Stock F1, F4	25,137	$103.71	$2.61M
Sale	Class A Common Stock F1, F5	11,524	$104.68	$1.21M
Sale	Class A Common Stock F1	55	$105.43	$6K
holding	Class A Common Stock F6	--	--	--

Holdings After Transaction: Class A Common Stock — 360,137 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)

Footnotes (6)

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 $101.39 to $102.38, 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 $102.39 to $103.38, 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 $103.39 to $104.38, 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 $104.39 to $105.33, 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. 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.

Key Figures

Total shares sold: 69,000 shares Sale tranche price: $101.98 per share Sale tranche price: $102.87 per share +5 more

8 metrics

Total shares sold 69,000 shares Aggregate Class A Common Stock sales on August 12, 2026

Sale tranche price $101.98 per share Weighted average price for 9,025-share sale tranche

Sale tranche price $102.87 per share Weighted average price for 23,259-share sale tranche

Sale tranche price $103.71 per share Weighted average price for 25,137-share sale tranche

Sale tranche price $104.68 per share Weighted average price for 11,524-share sale tranche

Sale tranche price $105.43 per share Price for 55-share sale tranche

Indirect holdings 22,857 shares Class A shares held indirectly via SK Ventures LLC

10b5-1 plan adoption date May 6, 2026 Date Niraj Shah adopted the Rule 10b5-1 trading plan

Key Terms

Rule 10b5-1 trading plan, weighted average price, beneficial owner, indirect ownership

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported ... 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.

indirect ownership financial

"Represents shares directly owned by SK Ventures LLC ... indirect ownership noted."

FAQ

What did Wayfair (W) CEO Niraj Shah report in this Form 4 filing?

Niraj Shah reported open-market sales of 69,000 shares of Wayfair Class A Common Stock on August 12, 2026. The transactions were executed in several tranches under a Rule 10b5-1 trading plan adopted on May 6, 2026.

How many Wayfair (W) shares did Niraj Shah sell and at what prices?

Shah sold a total of 69,000 shares of Wayfair Class A Common Stock. The weighted average per-share prices for the tranches ranged from $101.98 to $105.43, with detailed price ranges provided in the Form 4 footnotes.

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

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Niraj Shah on May 6, 2026, indicating the transactions were pre-arranged rather than discretionary at the time of sale.

What price ranges are disclosed for Niraj Shah’s Wayfair (W) stock sales?

Each reported price is a weighted average. The footnotes state that individual trades occurred in ranges from $101.39–$102.38, $102.39–$103.38, $103.39–$104.38, and $104.39–$105.33, with Shah offering to provide full breakdowns upon request.

What indirect Wayfair (W) holdings does Niraj Shah report in the filing?

The Form 4 reports 22,857 shares of Class A Common Stock indirectly owned through SK Ventures LLC. A footnote explains these shares are directly owned by SK Ventures LLC, of which Shah is a member and may be deemed a beneficial owner.

Does the Form 4 show Niraj Shah’s remaining direct Wayfair (W) share count?

The Form 4 identifies the 69,000 shares sold in the reported transactions and separately discloses 22,857 shares held indirectly via SK Ventures LLC. It does not state a consolidated post-transaction total for Shah’s direct holdings.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/14/2026 - 07:33 PM Accepted by SEC EDGAR 08/14/2026 - 07:32 PM Learn about SEC filing dates

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/12/2026		S(1)		9,025	D	$101.98(2)	420,112	D
Class A Common Stock	08/12/2026		S(1)		23,259	D	$102.87(3)	396,853	D
Class A Common Stock	08/12/2026		S(1)		25,137	D	$103.71(4)	371,716	D
Class A Common Stock	08/12/2026		S(1)		11,524	D	$104.68(5)	360,192	D
Class A Common Stock	08/12/2026		S(1)		55	D	$105.43	360,137	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 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 $101.39 to $102.38, 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 $102.39 to $103.38, 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 $103.39 to $104.38, 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 $104.39 to $105.33, 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	08/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)