[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Niraj Shah, Wayfair Inc. director and CEO, reported multiple transactions on August 13, 2025. He converted 600,000 shares of Class B common stock into 600,000 shares of Class A common stock at his election and then sold a total of 199,422 Class A shares in multiple transactions at weighted-average prices in the $77.00–$79.90 range under a Rule 10b5-1 trading plan adopted August 15, 2024. Following these transactions, the reporting person beneficially owned 9,874,496 Class A shares directly and an additional 22,857 shares indirectly through SK Ventures LLC.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating pre-established compliance with insider trading rules
• Full disclosure of conversion and weighted-average sale prices with an undertaking to provide per-price execution details on request
• Reporting includes indirect ownership via SK Ventures LLC, improving transparency about beneficial ownership

Negative

• Insider sold 199,422 Class A shares in multiple transactions at weighted-average prices in the $77.00–$79.90 ranges, representing a reduction in direct liquid holdings
• Form does not state total outstanding shares, so market impact of the sales relative to float cannot be assessed from this filing alone

Insights

Financial Analyst

TL;DR: Insider converted Class B to Class A and reduced holdings via planned sales totaling 199,422 shares at ~$77–$79.9.

The conversion of 600,000 Class B shares to Class A increases immediately tradable float for the reporting person but does not itself change aggregate ownership stake. The subsequent sales—executed under a Rule 10b5-1 plan—total 199,422 shares at weighted-average prices reported in three ranges. These transactions are clearly disclosed and executed via a trading plan, reducing the reporting person's direct Class A share count from 743,559 immediately after conversion down to the reported 591,704 and ultimately reflecting reported total beneficial ownership of 9,874,496 Class A shares when including existing holdings. For investors, this is routine insider liquidity rather than an operational signal; materiality depends on relative stake size versus total outstanding shares, which is not provided here.

Corporate Governance Expert

TL;DR: Transactions were conducted under a pre-established 10b5-1 plan and properly reported, indicating governance-compliant insider sales.

The Form 4 discloses that sales were effected pursuant to a Rule 10b5-1 plan adopted August 15, 2024, and contains standard conversion and sale footnotes including weighted-average price disclosures and an undertaking to provide detailed execution prices on request. Signature by an attorney-in-fact is included. From a governance perspective, filings are complete and transparent regarding the nature and timing of the transactions; there are no undisclosed related-party arrangements in the filing. The filing aids market transparency about the insider's executed liquidity.

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)
08/13/2025

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	08/13/2025		C		600,000	A	$0(1)	743,559	D
Class A Common Stock	08/13/2025		S(2)		63,075	D	$77.4(3)	680,484	D
Class A Common Stock	08/13/2025		S(2)		88,780	D	$78.59(4)	591,704	D
Class A Common Stock	08/13/2025		S(2)		47,567	D	$79.36(5)	544,137	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
Class B Common Stock	(1)	08/13/2025		C			600,000	(1)	(1)	Class A Common Stock	600,000	$0	9,874,496	D

Explanation of Responses:

1. On August 13, 2025, the reporting person converted, at his election, 600,000 shares of his Class B Common Stock into Class A Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.00 to $77.99, 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 $78.00 to $78.99, 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 $79.00 to $79.90, 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	08/15/2025
	** 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.

FAQ

What did Wayfair (W) insider Niraj Shah report on Form 4 dated August 13, 2025?

The filing shows Mr. Shah converted 600,000 Class B shares into Class A shares and sold a total of 199,422 Class A shares in multiple transactions executed under a Rule 10b5-1 plan.

How many Class A shares does Niraj Shah beneficially own after these transactions?

The Form 4 reports 9,874,496 Class A shares directly beneficially owned following the reported transactions, plus 22,857 shares indirectly owned via SK Ventures LLC.

Were the sales part of an approved trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

At what prices were the Class A shares sold?

Sales were executed at weighted-average prices reported in three ranges: $77.00–$77.99, $78.00–$78.99, and $79.00–$79.90.

Who signed the Form 4?

The form was signed by Enrique Colbert, Attorney-in-fact for Niraj Shah on August 15, 2025.