Wayfair (W) insider Niraj Shah reports scheduled stock sales

Rhea-AI Filing Summary

Wayfair (W) reported insider transactions by CEO, Director, and 10% Owner Niraj Shah. On 10/20/2025, he sold 19,284 and 65,716 shares of Class A common stock at weighted average prices of $82.43 and $82.97, respectively.

The sales were effected under a Rule 10b5-1 trading plan adopted on August 15, 2024. Following these transactions, Shah directly owned 289,137 shares and indirectly held 22,857 shares through SK Ventures LLC.

Insights

Insider transactions analyst

Routine Form 4 sales under a pre-set 10b5-1 plan; neutral.

Niraj Shah sold two blocks of Wayfair Class A shares on 10/20/2025 at weighted averages of $82.43 and $82.97. The filing states these were executed under a Rule 10b5-1 plan adopted on August 15, 2024, indicating pre-arranged trading.

Prices reflect multiple transactions within stated ranges of $81.70–$82.69 and $82.70–$83.55. After the trades, he held 289,137 shares directly and 22,857 indirectly via SK Ventures LLC.

These details typically signal administrative reporting rather than a shift in fundamentals. Actual impact depends on future disclosures and ongoing company performance.

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)
10/20/2025

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	10/20/2025		S(1)		19,284	D	$82.43(2)	354,853	D
Class A Common Stock	10/20/2025		S(1)		65,716	D	$82.97(3)	289,137	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 $81.70 to $82.69, 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 $82.70 to $83.55, 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	10/22/2025
	** 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 insider transactions did Wayfair (W) disclose?

On 10/20/2025, Niraj Shah sold 19,284 and 65,716 Class A shares at weighted average prices of $82.43 and $82.97.

Were the Wayfair (W) insider sales under a 10b5-1 plan?

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

What price ranges were reported for the Wayfair (W) share sales?

Transactions occurred within $81.70–$82.69 and $82.70–$83.55, with weighted averages of $82.43 and $82.97.

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

He directly owns 289,137 shares and indirectly holds 22,857 shares through SK Ventures LLC.

What is Niraj Shah’s role and status at Wayfair (W)?

He is the Chief Executive Officer, a Director, and a 10% Owner.