[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (W) – Form 4 insider transaction

On 2 July 2025, Chief Executive Officer, Director and >10% owner Niraj Shah sold an aggregate 7,713 Class A shares pursuant to a Rule 10b5-1 trading plan adopted 15 Aug 2024. Four separate trades were executed at weighted-average prices of $53.51, $54.61, $55.86 and $56.35, within disclosed intraday ranges of $53.18-$56.41. Estimated gross proceeds total roughly $0.43 million.

After the sales, Shah retains 229,137 Class A shares held directly and 22,857 shares held indirectly through SK Ventures LLC. No derivative securities were exercised or disposed, and no new awards were reported.

Positive

• None.

Negative

• Insider selling by CEO: Even though executed under a 10b5-1 plan, the disposal of 7,713 shares may be viewed as a modest negative signal for investor sentiment.

Insights

Securities Analyst

TL;DR: CEO’s 7.7k-share Rule 10b5-1 sale is small relative to his >250k stake, signalling minimal near-term impact.

The disclosed transactions represent about 3% of Mr. Shah’s total reported holdings and generated roughly $0.43 million in proceeds. Because the sales were executed under a pre-arranged 10b5-1 plan, they are less likely to reflect a change in management’s outlook. Shah continues to own more than 250k shares (direct and indirect), preserving strong alignment with shareholders. No derivative activity or new grants were included, suggesting the filing is routine. Overall investment impact appears neutral; however, persistent insider selling can weigh on sentiment if it continues.

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)
07/02/2025

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	07/02/2025		S(1)		1,804	D	$53.51(2)	235,046	D
Class A Common Stock	07/02/2025		S(1)		1,190	D	$54.61(3)	233,856	D
Class A Common Stock	07/02/2025		S(1)		3,325	D	$55.86(4)	230,531	D
Class A Common Stock	07/02/2025		S(1)		1,394	D	$56.35(5)	229,137	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 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 $53.18 to $54.11, 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 $54.19 to $55.12 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 $55.21 to $56.20, 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 $56.21 to $56.41, 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	07/07/2025
	** 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

How many Wayfair (W) shares did CEO Niraj Shah sell on 2 July 2025?

He sold 7,713 Class A shares across four separate trades.

What price range were the Wayfair shares sold at?

Weighted-average prices were $53.51, $54.61, $55.86 and $56.35, with intraday ranges from $53.18 to $56.41.

How many Wayfair shares does Niraj Shah still own after the sale?

He holds 229,137 shares directly and 22,857 shares indirectly through SK Ventures LLC.

Was the transaction conducted under a Rule 10b5-1 plan?

Yes. The plan was adopted on 15 Aug 2024 and covers these sales.

Were any derivative securities involved in this Form 4 filing?

No. The filing reported no derivative acquisitions or dispositions.

Does this insider sale affect Wayfair’s fundamentals?

The sale is relatively small and pre-planned; it does not change Wayfair’s operational or financial fundamentals.