[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. director and CEO Niraj Shah reported insider sales under a Rule 10b5-1 plan adopted August 15, 2024. On September 22, 2025 he sold a total of 85,000 Class A common shares in multiple transactions at weighted-average prices of about $85.53, $86.75 and $87.67, with transaction prices reported in ranges between $85.20 and $88.08. After these dispositions the reporting person beneficially owned 374,137 shares directly and is deemed to beneficially own 22,857 shares indirectly through SK Ventures LLC, for a combined reported beneficial ownership of 396,994 shares. The filer signed the form on September 24, 2025 and offered to provide detailed per-price sale information on request.

Positive

• None.

Negative

• Reported sale of 85,000 Class A shares on 09/22/2025, reducing direct holdings to 374,137 shares
• Insider dispositions may be perceived negatively by some investors despite being under a 10b5-1 plan

Insights

Securities Analyst

TL;DR: CEO sold 85,000 shares via a pre-existing 10b5-1 plan; holdings remain materially large but decreased.

The sales were executed under a Rule 10b5-1 trading plan adopted August 15, 2024, which provides an affirmative defense against insider trading claims for transactions made pursuant to the plan's terms. The filing discloses three blocks of dispositions on September 22, 2025 totaling 85,000 Class A shares at weighted-average prices reported in three ranges spanning $85.20 to $88.08. After the transactions, the reporting person still holds a combined beneficial position of 396,994 shares, with 22,857 shares held indirectly through SK Ventures LLC. For investors, this is a routine, pre-planned liquidation rather than an ad hoc sale tied to new, material information.

Corporate Governance Expert

TL;DR: Insider used an established 10b5-1 plan for scheduled sales; disclosure appears complete and compliant.

The Form 4 notes the 10b5-1 plan adoption date and provides weighted-average price ranges plus an undertaking to supply per-price details on request, which aligns with transparent disclosure practices. The presence of indirect ownership through SK Ventures LLC is properly disclosed. There is no indication in the form of amendments, special grants, or derivative activity related to these transactions. The filing is limited to non-derivative dispositions and includes a notarized signature by an attorney-in-fact, supporting procedural compliance.

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
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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).

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)
09/22/2025

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	09/22/2025		S(1)		19,500	D	$85.53(2)	439,637	D
Class A Common Stock	09/22/2025		S(1)		35,926	D	$86.75(3)	403,711	D
Class A Common Stock	09/22/2025		S(1)		29,574	D	$87.67(4)	374,137	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 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 $85.20 to $86.16, 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 $86.25 to $87.24, 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 $87.26 to $88.08, 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	09/24/2025
	** 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 did Niraj Shah report on Form 4 for Wayfair (W)?

The filing reports that Niraj Shah sold a total of 85,000 Class A shares on 09/22/2025 under a Rule 10b5-1 plan and now beneficially owns 396,994 shares including indirect holdings.

Were the sales part of a trading plan or ad hoc trades?

Yes, the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024, as stated in the Form 4.

At what prices were the Wayfair shares sold?

The Form 4 reports weighted-average prices with sale price ranges of $85.20–$86.16, $86.25–$87.24, and $87.26–$88.08; weighted-average prices shown were $85.53, $86.75 and $87.67 respectively.

Does the filing disclose indirect ownership?

Yes, the filing states the reporting person is a member of SK Ventures LLC and may be deemed to beneficially own 22,857 shares indirectly.

Who signed the Form 4 and when?

The Form 4 was signed by Enrique Colbert, Attorney-in-fact for Niraj Shah on 09/24/2025 as shown on the filing.