Wayfair (NYSE: W) CEO Niraj Shah sells 10,611 company shares

Rhea-AI Filing Summary

Wayfair Inc. Chief Executive Officer Niraj Shah sold 10,611 shares of Class A common stock in open-market transactions. The sales occurred in three trades on March 25, 2026 at weighted average prices of $77.64, $78.54, and $79.38, each executed over multiple price levels. These transactions were made under a pre-arranged Rule 10b5-1 trading plan adopted on May 29, 2025. Following the sales, Shah holds 49,137 Wayfair shares directly and 22,857 shares indirectly through SK Ventures LLC, where he may be deemed a beneficial owner.

Insights

Insider trading and governance analyst

CEO Niraj Shah executed pre-planned share sales while retaining a sizable equity stake.

Niraj Shah, Chief Executive Officer of Wayfair Inc., sold 10,611 shares of Class A common stock in three open-market transactions on March 25, 2026. Reported average prices ranged from roughly $77 to $79 per share, indicating execution across a normal trading range.

The filing specifies that these sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025. Such plans are established in advance, reducing the informational value of trade timing as a signal of management’s short-term outlook.

After the transactions, Shah directly owns 49,137 shares and indirectly holds 22,857 shares through SK Ventures LLC, where he may be deemed a beneficial owner. This shows he maintains a meaningful equity position even after the net-sell activity, suggesting these trades are consistent with routine diversification or liquidity rather than a full exit.

Insider Trade Summary 10b5-1

Net Seller: 10,611 shares ($834,934)

Net Sell 4 txns

Insider Shah Niraj

Role Chief Executive Officer

Sold 10,611 shs ($835K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,012	$77.64	$234K
Sale	Class A Common Stock	2,531	$78.54	$199K
Sale	Class A Common Stock	5,068	$79.38	$402K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 56,736 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)

Footnotes (1)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.06 to $77.98, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.01 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. 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 $79.81, 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. 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 MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/25/2026		S(1)		3,012	D	$77.64(2)	56,736	D
Class A Common Stock	03/25/2026		S(1)		2,531	D	$78.54(3)	54,205	D
Class A Common Stock	03/25/2026		S(1)		5,068	D	$79.38(4)	49,137	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 $77.06 to $77.98, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.01 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 $79.81, 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	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Niraj Shah reported selling 10,611 shares of Wayfair Class A common stock. The shares were sold in three open-market transactions on March 25, 2026, according to the Form 4 insider filing.

At what prices did Niraj Shah sell Wayfair (W) shares?

Shah’s reported weighted average sale prices were $77.64, $78.54, and $79.38 per share. Each line reflects multiple trades executed within price ranges detailed in the Form 4 footnotes.

Was Niraj Shah’s sale of Wayfair (W) shares pre-planned under Rule 10b5-1?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan. That plan was adopted by the reporting person on May 29, 2025, indicating the trades were scheduled in advance.

How many Wayfair (W) shares does Niraj Shah hold after these sales?

After the reported transactions, Shah directly owns 49,137 Wayfair Class A shares. He also indirectly holds 22,857 shares through SK Ventures LLC, where he may be deemed a beneficial owner.

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

SK Ventures LLC holds 22,857 Wayfair shares reported as indirectly owned. The footnote explains Shah is a member of SK Ventures LLC and may be deemed a beneficial owner of those shares.

How many total Wayfair (W) shares did Niraj Shah sell in this Form 4?

The Form 4 summarizes that Shah sold 10,611 shares in net terms. All reported sales were non-derivative open-market transactions in Wayfair Class A common stock on March 25, 2026.