Wayfair CEO sells 120,000 company shares
Wayfair Inc. Chief Executive Officer Niraj Shah reported open-market sales of 120,000 shares of Class A Common Stock on April 23–24, 2026.
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Form Type
4
Rhea-AI Filing Summary
Wayfair Inc. Chief Executive Officer Niraj Shah reported open-market sales of 120,000 shares of Class A Common Stock on April 23–24, 2026. The transactions were executed at prices generally in the high-$70 range per share and are described as open-market sales.
According to a footnote, these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on May 29, 2025, indicating they were scheduled in advance. After the reported sales, Shah held 429,137 shares directly. In addition, 22,857 shares are owned by SK Ventures LLC, of which Shah is a member and may be deemed a beneficial owner.
Insider Trade Summary 10b5-1
Net Seller: 120,000 shares
Net Sell
9 txns
Insider
Shah Niraj
Role
Chief Executive Officer
Sold
120,000 shs ($9.31M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 600 | $77.69 | $47K |
| Sale | Class A Common Stock | 5,137 | $78.66 | $404K |
| Sale | Class A Common Stock | 400 | $79.47 | $32K |
| Sale | Class A Common Stock | 16,716 | $76.37 | $1.28M |
| Sale | Class A Common Stock | 53,136 | $77.24 | $4.10M |
| Sale | Class A Common Stock | 39,477 | $78.10 | $3.08M |
| Sale | Class A Common Stock | 3,785 | $79.08 | $299K |
| Sale | Class A Common Stock | 749 | $79.85 | $60K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 429,137 shares (Direct);
Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (9)
- 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 29, 2025.
- F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.77 to $76.76, 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.
- F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.77 to $77.76, 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.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.77 to $78.67, 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.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.84 to $79.54, 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.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.01 to $77.97, 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.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.31 to $79.27, 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.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.33 to $79.61, 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.
- F9. 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
Shares sold: 120,000 shares
Sale price example: $79.85 per share
Sale price example: $79.47 per share
+4 more
7 metrics
Shares sold
120,000 shares
Net shares sold across open-market transactions reported in this Form 4
Sale price example
$79.85 per share
One reported weighted average sale price on April 23, 2026
Sale price example
$79.47 per share
One reported weighted average sale price on April 24, 2026
Direct holdings after sale
429,137 shares
Class A Common Stock held directly by Niraj Shah following reported transactions
Indirect holdings
22,857 shares
Shares held by SK Ventures LLC, where Shah is a member and may be deemed a beneficial owner
Net buy/sell direction
Net sale of 120,000 shares
Transaction summary indicates net-sell activity with eight sale transactions
10b5-1 adoption date
May 29, 2025
Date Shah adopted the Rule 10b5-1 trading plan covering these sales
Key Terms
Rule 10b5-1 trading plan, weighted average price, Class A Common Stock, beneficial owner, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"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."
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.
Class A Common Stock financial
"security_title: Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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.
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Wayfair (W) CEO Niraj Shah report?
Niraj Shah reported selling 120,000 shares of Wayfair Class A Common Stock in open-market transactions on April 23–24, 2026. The filing describes multiple trades at prices generally in the high-$70s per share, all recorded as non-derivative stock sales.
Does the Wayfair (W) Form 4 mention indirect holdings for Niraj Shah?
Yes. The filing includes an indirect holding entry of 22,857 shares of Class A Common Stock. A footnote explains these shares are directly owned by SK Ventures LLC, where Niraj Shah is a member and may be deemed a beneficial owner of those shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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