[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. reporting person Niraj Shah, who serves as Chief Executive Officer, Director and 10% owner, disclosed a grant dated 09/19/2025 of 5,000,000 Performance Stock Units (PSUs). Each PSU represents a contingent right to one share of Class A Common Stock and the reported beneficial ownership following the grant is 5,000,000 shares, direct. The grant is contingent on stockholder approval of additional shares under the 2023 Incentive Award Plan at the 2026 Annual Meeting and will terminate if that approval is not received. The PSUs vest in six tranches over ten years, with each tranche conditioned on specified per-share price thresholds and the reporting person satisfying a service condition.

Positive

• Board-approved grant of 5,000,000 PSUs to reporting person dated 09/19/2025
• Each PSU converts to one share of Class A Common Stock upon vesting
• Vesting tied to performance and service, aligning awards with long-term metrics

Negative

• Grant is contingent on shareholder approval of additional shares at the 2026 Annual Meeting and will terminate if not approved
• Vesting spans ten years across six tranches and is conditioned on per-share price thresholds and service (may delay realization)
• Filing does not disclose current total shares outstanding or pro forma dilution from the grant

Insights

Financial Analyst

TL;DR: Large long-term equity award of 5,000,000 PSUs granted, subject to shareholder approval and multi-year, performance-based vesting.

The Board approved a significant equity award for the CEO totaling 5,000,000 PSUs on 09/19/2025. The units are explicitly contingent on shareholder approval of additional shares at the 2026 Annual Meeting and will terminate without such approval. Vesting is spread across six tranches over ten years and requires both price-based performance thresholds and continued service. From a capital perspective, if approved and fully settled, this grant would dilute common shares by 5,000,000 shares; the filing does not disclose current share count or pro forma dilution.

Corporate Governance Expert

TL;DR: Governance disclosure shows performance- and service-based vesting plus shareholder approval requirement for the award.

The Form 4 documents governance controls around a large PSU award: Board approval, shareholder approval contingency, and multi-year performance and service vesting conditions. The filing confirms the award will automatically terminate if shareholders do not approve additional authorized shares under the 2023 Incentive Award Plan. The disclosure is concise and includes the reporting person's roles (CEO, Director, 10% owner) and attorney-in-fact signature, meeting required reporting formalities.

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)
09/19/2025

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

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
Performance Stock Unit ("PSU")	(1)	09/19/2025		A		5,000,000(2)		(3)	09/19/2035	Class A Common Stock	5,000,000	$0	5,000,000	D

Explanation of Responses:

1. Each PSU represents a contingent right to receive one share of Class A Common Stock when vested.

2. Effective September 19, 2025, the Board of Directors approved a grant of 5,000,000 PSUs contingent upon stockholder approval at the 2026 Annual Meeting of Stockholders of additional shares issuable under the 2023 Incentive Award Plan. If such stockholder approval is not received, these PSUs will automatically terminate.

3. These PSUs vest in six (6) tranches over a ten (10) year period, with vesting of each tranche conditioned upon the Issuer's common stock satisfying a specified per share price threshold and the Reporting Person satisfying a service condition.

Remarks:

	/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah	09/19/2025
	** 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 Wayfair insider Niraj Shah report on Form 4 (W)?

Niraj Shah reported a Board-approved grant of 5,000,000 Performance Stock Units (PSUs) dated 09/19/2025.

Are the 5,000,000 PSUs immediately enforceable?

No. The PSUs are contingent on stockholder approval of additional shares under the 2023 Incentive Award Plan at the 2026 Annual Meeting and will terminate if approval is not received.

How do the PSUs convert to shares?

Each PSU represents a contingent right to receive one share of Class A Common Stock when vested.

What are the vesting conditions for the PSUs?

Vesting occurs in six tranches over ten years, and each tranche requires the issuer's stock to meet specified per-share price thresholds and the reporting person to satisfy a service condition.

What roles does the reporting person hold at Wayfair?

Niraj Shah is listed as Chief Executive Officer, a Director, and a 10% owner.