Wayfair (W) CEO Niraj Shah reports Rule 10b5-1 insider stock sales

Rhea-AI Filing Summary

Wayfair Inc. chief executive officer and director Niraj Shah reported pre-planned sales of Class A common stock made under a Rule 10b5-1 trading plan adopted on May 29, 2025. On December 23, 2025, he sold multiple blocks of shares at weighted average prices ranging from $97.60 to $101.76 per share, and on December 26, 2025 he sold additional shares at weighted average prices between $102.00 and $102.78 per share. After these transactions, he beneficially owned 439,137 Class A shares directly and 22,857 shares indirectly through SK Ventures LLC.

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

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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).

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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

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	12/23/2025		S(1)		4,536	D	$98.11(2)	584,601	D
Class A Common Stock	12/23/2025		S(1)		19,904	D	$99.28(3)	564,697	D
Class A Common Stock	12/23/2025		S(1)		58,648	D	$100.1(4)	506,049	D
Class A Common Stock	12/23/2025		S(1)		32,096	D	$101.31(5)	473,953	D
Class A Common Stock	12/23/2025		S(1)		4,816	D	$101.64(6)	469,137	D
Class A Common Stock	12/26/2025		S(1)		30,000	D	$102.32(7)	439,137	D
Class A Common Stock								22,857	I	See Footnote(8)

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 $97.60 to $98.59, 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 $98.61 to $99.60, 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 $99.61 to $100.60, 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 $100.61 to $101.60, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.61 to $101.76, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.78, 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.

8. 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	12/29/2025
	** 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).
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FAQ

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

Wayfair reported that Niraj Shah, its chief executive officer and director, sold multiple blocks of Class A common stock in late December 2025.

Were Niraj Shah’s Wayfair (W) stock sales under a Rule 10b5-1 plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 trading plan that Niraj Shah adopted on May 29, 2025.

On what dates did Niraj Shah sell Wayfair (W) shares?

The reported transactions occurred on December 23, 2025 and December 26, 2025, as shown in the non-derivative securities table.

At what prices were the Wayfair (W) shares sold in this Form 4?

The filing reports weighted average prices: on December 23, 2025, sales were in ranges from $97.60 to $101.76 per share, and on December 26, 2025, in a range from $102.00 to $102.78 per share.

How many Wayfair (W) shares does Niraj Shah beneficially own after the reported sales?

After the transactions, Niraj Shah beneficially owned 439,137 Class A shares directly and 22,857 shares indirectly through SK Ventures LLC.

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

The filing explains that 22,857 Wayfair Class A shares are directly owned by SK Ventures LLC, of which Niraj Shah is a member and may be deemed a beneficial owner.