Wayfair (W) CEO Niraj Shah sells 27,000 shares via 10b5-1 plan

Rhea-AI Filing Summary

Wayfair Inc. Chief Executive Officer Niraj Shah reported open‑market sales of a total of 27,000 shares of Wayfair Class A common stock on February 26, 2026. The transactions, all coded as sales, were executed at weighted average prices of $77.23, $78.56, $79.36, and $80.32, with underlying trades occurring in narrow price ranges around each average.

These sales were carried out under a Rule 10b5‑1 trading plan adopted by Shah on May 29, 2025, indicating they were pre‑scheduled rather than discretionary. After the reported sales, Shah directly owned 169,137 shares of Wayfair Class A common stock and indirectly held 22,857 shares through SK Ventures LLC, of which he is a member and may be deemed a beneficial owner.

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

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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)
02/26/2026

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	02/26/2026		S(1)		1,100	D	$77.23(2)	195,037	D
Class A Common Stock	02/26/2026		S(1)		15,916	D	$78.56(3)	179,121	D
Class A Common Stock	02/26/2026		S(1)		7,686	D	$79.36(4)	171,435	D
Class A Common Stock	02/26/2026		S(1)		2,298	D	$80.32(5)	169,137	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 29, 2025.

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 $77.64, 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 $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.

4. 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 $79.98, 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 $80.00 to $80.73, 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	02/27/2026
	** 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.

FAQ

What insider transaction did Wayfair (W) CEO Niraj Shah report?

Wayfair CEO Niraj Shah reported open-market sales of 27,000 shares of Class A common stock on February 26, 2026. The trades were executed in several blocks at weighted average prices between $77.23 and $80.32 per share under a pre-established Rule 10b5-1 trading plan.

At what prices did Niraj Shah sell Wayfair (W) shares in this Form 4?

Niraj Shah’s reported sales occurred at weighted average prices of $77.23, $78.56, $79.36, and $80.32 per share. Each average reflects multiple trades within narrow intraday ranges, from $77.00 up to $80.73, as disclosed in the detailed price-range footnotes.

How many Wayfair (W) shares does Niraj Shah own after the reported sales?

After the reported transactions, Niraj Shah directly owns 169,137 shares of Wayfair Class A common stock. In addition, 22,857 shares are held indirectly by SK Ventures LLC, an entity of which he is a member and may be deemed a beneficial owner, according to the filing footnote.

Were Niraj Shah’s Wayfair (W) stock sales pre-planned under Rule 10b5-1?

Yes. The Form 4 states that the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Niraj Shah on May 29, 2025. Such plans allow insiders to pre-schedule trades, helping separate trading activity from day-to-day discretionary decisions.

How many Wayfair (W) shares did Niraj Shah sell in total on February 26, 2026?

On February 26, 2026, Niraj Shah sold a total of 27,000 shares of Wayfair Class A common stock. The Form 4 transaction summary aggregates four separate open-market sale entries to reach this amount, all classified as non-derivative transactions in the report.

What is SK Ventures LLC’s role in Niraj Shah’s Wayfair (W) holdings?

The Form 4 notes that 22,857 Wayfair shares are directly owned by SK Ventures LLC. Niraj Shah is a member of SK Ventures LLC and may be deemed a beneficial owner of those shares, which are reported as indirectly owned with a specific explanatory footnote.