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Form 4: Niraj Shah Disposes of 85K Wayfair Shares, Retains ~482K

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Wayfair Inc. insider sale by CEO/director Niraj Shah: The Form 4 shows Mr. Shah sold a total of 85,000 shares of Class A common stock on 08/20/2025 across multiple transactions at weighted-average prices reported in four ranges: $78.00–$78.99, $79.00–$79.99, $80.00–$80.99 and $81.00–$81.99, producing reported weighted-average prices of $78.51, $79.66, $80.39 and $81.20 respectively.

After these sales his reported direct beneficial ownership of Class A common stock is 459,137 shares and he also reports indirect ownership of 22,857 shares through SK Ventures LLC, for a combined reported stake of 481,994 shares. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Positive

  • Reporting transparency: Filings include weighted-average price footnotes and offer to provide transaction-level details on request.
  • Substantial retained ownership: Reporting person continues to beneficially own 459,137 Class A shares directly plus 22,857 indirectly via SK Ventures LLC.

Negative

  • Significant insider selling: The CEO/director sold a total of 85,000 Class A shares on 08/20/2025, which may be viewed negatively by some investors.
  • No stated reason for sales: The Form 4 does not indicate whether the sales were for diversification, liquidity needs, or pursuant to a trading plan.

Insights

TL;DR: Insider CEO sold 85,000 Wayfair shares on 08/20/2025; retains ~482k shares total.

The reported transactions are outright sales (code S) totalling 85,000 Class A shares executed on a single date but across multiple tranches and price ranges. The filing discloses weighted-average prices per tranche and confirms the seller will provide transaction-level detail on request. From an equity-flow perspective, this is a significant insider sale in absolute share terms, though the reporting person continues to hold a substantial position directly and indirectly. The filing contains no information on reasons for the sales or any Rule 10b5-1 plan designation.

TL;DR: Material insider disposition disclosed; ownership remains concentrated via direct and indirect holdings.

The Form 4 clearly identifies the reporting person as a director, 10% owner and CEO and shows both direct and indirect holdings (SK Ventures LLC). The disclosure follows instruction norms with weighted-average pricing footnotes and an attorney-in-fact signature. Governance considerations include monitoring for any subsequent filings that might indicate further planned dispositions or changes in beneficial ownership structure.

Insider Shah Niraj
Role Chief Executive Officer
Sold 85,000 shs ($6.81M)
Type Security Shares Price Value
Sale Class A Common Stock 5,126 $78.51 $402K
Sale Class A Common Stock 36,598 $79.66 $2.92M
Sale Class A Common Stock 31,810 $80.39 $2.56M
Sale Class A Common Stock 11,466 $81.20 $931K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 539,011 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 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 $79.99, 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 $80.00 to $80.99, 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 $81.00 to $81.99, 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. 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).
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)
08/20/2025
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 08/20/2025 S 5,126 D $78.51(1) 539,011 D
Class A Common Stock 08/20/2025 S 36,598 D $79.66(2) 502,413 D
Class A Common Stock 08/20/2025 S 31,810 D $80.39(3) 470,603 D
Class A Common Stock 08/20/2025 S 11,466 D $81.2(4) 459,137 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 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.
2. 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 $79.99, 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.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, 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 $81.00 to $81.99, 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.
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 08/21/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Niraj Shah report for Wayfair (W)?

The Form 4 reports that Niraj Shah sold a total of 85,000 Class A shares on 08/20/2025 in multiple transactions at weighted-average prices reported by tranche.

How many Wayfair shares does Niraj Shah own after the reported sales?

After the reported sales he beneficially owns 459,137 Class A shares directly and 22,857 shares indirectly via SK Ventures LLC, totaling 481,994 shares.

At what prices were the Wayfair shares sold?

The filing reports weighted-average prices per tranche of $78.51, $79.66, $80.39, and $81.20, with underlying ranges from $78.00 to $81.99 described in footnotes.

Does the Form 4 say the sales were made under a 10b5-1 plan?

No. The Form 4 does not indicate that the transactions were made pursuant to a 10b5-1(c) plan or similar written plan.

Who signed the filing and when?

The Form 4 was signed by Enrique Colbert as attorney-in-fact for Niraj Shah on 08/21/2025.