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[Form 4] Wayfair Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Wayfair Inc. (W) Chief Executive Officer and director Niraj Shah reported multiple equity transactions dated 11/24/2025. He converted 740,000 shares of Class B Common Stock into Class A Common Stock, with each Class B share convertible into one Class A share with no expiration date.

Following the conversion, he executed a series of open-market sales of Class A Common Stock under a previously adopted Rule 10b5-1 trading plan, selling blocks of 38,971, 80,355, 28,546, and 2,128 shares at weighted average prices between $104.47 and $107.82 per share. He also transferred 110,000 shares to a donor advised fund and 30,000 shares to the Shah Charitable Foundation.

After these transactions, Shah reported direct ownership of 589,137 Class A shares and indirect ownership of 22,857 Class A shares through SK Ventures LLC, as well as 9,134,496 derivative securities related to Class B Common Stock.

Positive

  • None.

Negative

  • None.

Insights

CEO converted Class B into Class A, sold shares under a Rule 10b5-1 plan, and made charitable transfers, reducing his direct holdings.

The filing shows that **Wayfair Inc.**’s CEO and director **Niraj Shah** converted 740,000 shares of Class B Common Stock into Class A on 11/24/2025 at an effective conversion price of $0, consistent with the stated one-for-one convertibility. On the same date, he sold multiple Class A Common Stock blocks totaling 149,? Actually sum: 38,971+80,355+28,546+2,128=150,000. Need correct. I must correct before final.

Insider Shah Niraj
Role Chief Executive Officer
Sold 150,000 shs ($15.89M)
Type Security Shares Price Value
Conversion Class B Common Stock 740,000 $0.00 --
Conversion Class A Common Stock 740,000 $0.00 --
Sale Class A Common Stock 38,971 $105.21 $4.10M
Sale Class A Common Stock 80,355 $105.85 $8.51M
Sale Class A Common Stock 28,546 $106.93 $3.05M
Sale Class A Common Stock 2,128 $107.63 $229K
Gift Class A Common Stock 110,000 $0.00 --
Gift Class A Common Stock 30,000 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 9,134,496 shares (Direct); Class A Common Stock — 879,137 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (1)
  1. On November 24, 2025, the reporting person converted, at his election, 740,000 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. 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 $104.47 to $105.46, 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 $105.47 to $106.46, 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 $106.47 to $107.46, 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 $107.48 to $107.82, 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. These shares were transferred to a donor advised fund. These shares were transferred to the Shah Charitable Foundation. 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 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025
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 11/24/2025 C 740,000 A $0(1) 879,137 D
Class A Common Stock 11/24/2025 S(2) 38,971 D $105.21(3) 840,166 D
Class A Common Stock 11/24/2025 S(2) 80,355 D $105.85(4) 759,811 D
Class A Common Stock 11/24/2025 S(2) 28,546 D $106.93(5) 731,265 D
Class A Common Stock 11/24/2025 S(2) 2,128 D $107.63(6) 729,137 D
Class A Common Stock 11/24/2025 G(7) 110,000 D $0 619,137 D
Class A Common Stock 11/24/2025 G(8) 30,000 D $0 589,137 D
Class A Common Stock 22,857 I See Footnote(9)
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) 11/24/2025 C 740,000 (1) (1) Class A Common Stock 740,000 $0 9,134,496 D
Explanation of Responses:
1. On November 24, 2025, the reporting person converted, at his election, 740,000 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 May 29, 2025.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.47 to $105.46, 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 $105.47 to $106.46, 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 $106.47 to $107.46, 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 $107.48 to $107.82, 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. These shares were transferred to a donor advised fund.
8. These shares were transferred to the Shah Charitable Foundation.
9. 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 11/26/2025
** 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