Wayfair (NYSE: W) CEO Niraj Shah logs pre-planned stock sales in Form 4

Rhea-AI Filing Summary

Wayfair Inc. Chief Executive Officer and director Niraj Shah reported multiple open-market sales of Class A Common Stock. On January 23, 2026, he sold 66,945 shares at a weighted average price of $108.34, 75,194 shares at $109.26, and 7,861 shares at $109.74, in each case through market transactions.

The sales were carried out under a Rule 10b5-1 trading plan adopted on May 29, 2025, which pre-schedules trades. After these transactions, Shah directly beneficially owned 289,137 shares of Wayfair Class A Common Stock and indirectly beneficially owned 22,857 shares held by SK Ventures LLC, where he is a member and may be deemed a beneficial owner.

Insights

Equity governance and insider-trading analyst

Wayfair’s CEO executed pre-planned share sales under a Rule 10b5-1 plan.

Niraj Shah, Wayfair’s Chief Executive Officer and director, reported several sales of Class A Common Stock on January 23, 2026. The transactions used a Rule 10b5-1 trading plan adopted on May 29, 2025, indicating trades were pre-scheduled rather than discretionary.

The filing lists three blocks sold at weighted average prices of $108.34, $109.26, and $109.74. Following these sales, Shah retained direct beneficial ownership of 289,137 shares, plus 22,857 shares indirectly through SK Ventures LLC, where he may be deemed a beneficial owner.

From an investment perspective, pre-planned sales often reflect diversification or liquidity management. The filing does not discuss Shah’s intentions or any business outlook; its primary function is to document insider activity and updated beneficial ownership levels.

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)
01/23/2026

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	01/23/2026		S(1)		66,945	D	$108.34(2)	372,192	D
Class A Common Stock	01/23/2026		S(1)		75,194	D	$109.26(3)	296,998	D
Class A Common Stock	01/23/2026		S(1)		7,861	D	$109.74(4)	289,137	D
Class A Common Stock								22,857	I	See Footnote(5)

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 $107.68 to $108.67, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.69 to $109.68, 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 $109.69 to $110.09, 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. 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	01/27/2026
	** 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 selling Class A Common Stock in three market transactions on January 23, 2026. The sales totaled several blocks at weighted average prices between $108.34 and $109.74, updating his reported beneficial ownership position in the company.

Were Niraj Shah’s Wayfair (W) share sales made under a 10b5-1 trading plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by Niraj Shah on May 29, 2025. Such plans pre-arrange trades, helping separate routine portfolio management from opportunistic trading based on nonpublic information.

How many Wayfair (W) shares does Niraj Shah own after the reported Form 4 sales?

After the reported transactions, Niraj Shah beneficially owned 289,137 shares of Wayfair Class A Common Stock directly. He also indirectly beneficially owned 22,857 shares held by SK Ventures LLC, where he is a member and may be deemed a beneficial owner.

What prices were received in Niraj Shah’s January 23, 2026 Wayfair (W) stock sales?

The Form 4 shows three weighted average sale prices: $108.34 for 66,945 shares, $109.26 for 75,194 shares, and $109.74 for 7,861 shares. Each block reflects multiple trades within narrow price ranges disclosed in the footnotes.

What does SK Ventures LLC’s stake in Wayfair (W) represent for Niraj Shah?

The filing explains that 22,857 shares of Wayfair Class A Common Stock are directly owned by SK Ventures LLC. Niraj Shah is a member of this entity and may be deemed a beneficial owner of those shares, which are reported as indirect ownership.

Does the Wayfair (W) Form 4 explain how the share sale prices were calculated?

Yes. For each sale block, the filing states the reported price is a weighted average price. The shares were sold in multiple transactions within stated price ranges, and detailed trade-by-trade information is available upon request from Wayfair, shareholders, or regulators.