[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Niraj Shah, Wayfair's CEO, director and 10% owner, executed sales of Class A common stock under a pre-established Rule 10b5-1 trading plan. The filing reports a sale of 7,836 shares on 08/06/2025 at a weighted average price of $77.03 (prices ranged $77.00–$77.17) and 17,742 shares on 08/07/2025 at a weighted average price of $77.29 (prices ranged $77.00–$77.87).

After these transactions the filing shows 143,559 shares owned directly and 22,857 shares owned indirectly through SK Ventures LLC. The 10b5-1 plan was adopted on August 15, 2024, and the filer offers to provide a breakdown of shares sold at each price on request.

Positive

• Sales executed pursuant to a Rule 10b5-1 trading plan, indicating pre-established authorization for the transactions.
• Filing discloses weighted average prices and price ranges and commits to provide transaction-level details on request, enhancing transparency.

Negative

• Direct holdings were reduced from 161,301 (reported after the first sale) to 143,559 following the second reported transaction.
• The reporting person is a CEO and 10% owner; insider sales by senior executives can be perceived negatively by some investors despite being pre-planned.

Insights

Financial Analyst

TL;DR: Insider sales were executed under a previously adopted 10b5-1 plan; disclosed volumes and prices suggest routine, pre-scheduled transactions.

The Form 4 shows Niraj Shah sold a total of 25,578 Class A shares across two dates: 7,836 on 08/06/2025 (weighted avg $77.03; range $77.00–$77.17) and 17,742 on 08/07/2025 (weighted avg $77.29; range $77.00–$77.87). The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024, which indicates the trades were pre-authorized rather than opportunistic reactions to nonpublic information. Reported direct holdings after the transactions are 143,559 shares, with an additional 22,857 shares held indirectly via SK Ventures LLC. From a market-impact perspective, these disclosures are transparent and typically viewed as neutral.

Corporate Governance Expert

TL;DR: Filing provides appropriate disclosure for insider sales under a 10b5-1 plan and offers additional price detail on request, supporting governance transparency.

The Form 4 identifies the reporting person as a director, CEO and a 10% owner and documents sales carried out under a 10b5-1 plan. Footnotes disclose weighted average prices and price ranges for each sale and commit to provide transaction-level breakdowns upon request, which strengthens disclosure quality. Indirect ownership via SK Ventures LLC is noted, clarifying potential attribution. The filing appears procedurally complete and compliant for these transactions.

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)
08/06/2025

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	08/06/2025		S(1)		7,836	D	$77.03(2)	161,301	D
Class A Common Stock	08/07/2025		S(1)		17,742	D	$77.29(3)	143,559	D
Class A Common Stock								22,857	I	See Footnote(4)

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 August 15, 2024.

2. 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 $77.17, 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 $77.00 to $77.87, 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. 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	08/08/2025
	** 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 shares did Wayfair insider Niraj Shah sell (ticker W)?

He sold 7,836 Class A shares on 08/06/2025 and 17,742 Class A shares on 08/07/2025, totaling 25,578 shares.

Were the sales by Niraj Shah pre-planned under a 10b5-1 plan?

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

At what prices were the shares sold?

The filing reports weighted average prices of $77.03 (08/06/2025; range $77.00–$77.17) and $77.29 (08/07/2025; range $77.00–$77.87).

How many Wayfair shares does Niraj Shah own after these transactions?

The Form 4 reports 143,559 shares owned directly and 22,857 shares owned indirectly through SK Ventures LLC after the reported transactions.

Is additional transaction-level pricing information available?

Yes. Footnotes state the reporting person will provide full information regarding the number of shares sold at each separate price within the disclosed ranges upon request.