Wayfair Inc SEC Filings

Wayfair Inc. Form 144 notice: This filing notifies the proposed sale of 85,000 Class A shares through Fidelity Brokerage Services (approximate aggregate market value $7,377,073.54) with an approximate sale date of 09/22/2025 on the NYSE. The securities were originally acquired as Founders Shares on 01/01/2002 and the stated nature of payment was compensation. The filing also discloses multiple Class A sales by the reporting persons and related charitable foundation between 06/30/2025 and 09/10/2025, with individual transactions ranging from 1,000 to 199,422 shares and gross proceeds shown per sale.

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.

Wayfair Inc. reported that its Board and a Special Committee approved a performance stock unit award to CEO Niraj Shah, effective September 19, 2025, contingent on stockholder approval to increase shares available under the 2023 Incentive Award Plan. The CEO Award covers 5,000,000 PSUs split into six tranches over ten years and vests only if Mr. Shah remains CEO through each tranche vesting date and the company achieves 60-day trailing average stock price hurdles ranging from $176 to $679 (premiums of 100% to 675% over the Approval Price). The final tranche requires a 675% stock price increase and continued service through the fifth anniversary of the grant.

The Award includes a one-year post-vesting holding period for tranches two through six (except for tax sales), acceleration mechanics tied to a Change in Control with possible pro-rata interpolation, application of the October 2023 Clawback Policy, and a representation that Mr. Shah's base salary remains $80,000 and that the Award is expected to be his sole equity grant for the ten-year term.

Wayfair Inc. filed a Form S-8 to register an additional 5,000,000 shares of Class A common stock for issuance under its 2023 Incentive Award Plan. The board approved this share increase on September 15, 2025, subject to stockholder approval. The company plans to seek that approval and may grant awards tied to these additional shares, but those awards will not vest unless stockholders approve the increase. If stockholder approval is not obtained, any such awards will be cancelled and become null and void. The filing also incorporates a prior S-8 registration for the same plan by reference and includes standard exhibits and director and officer signatures.

Wayfair Inc. Form 144 notice: The filing notifies a proposed sale of 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $430,750, slated for 09/10/2025 on the NYSE. The shares were acquired as founders' shares on 01/01/2002 and the stated payment was compensation. The filing also discloses numerous prior sales by related parties during the past three months, including large Class A dispositions on 07/01/2025 (180,943 shares) and 08/13/2025 (199,473 shares), as well as multiple other sales totaling hundreds of thousands of shares. The notice includes the required representation that the seller is not aware of undisclosed material adverse information.

Wayfair Inc. Form 144 filing for proposed sale of Class A shares. The filer notifies a proposed sale of 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $430,750, and lists the approximate sale date as 09/10/2025 on the NYSE. The shares were acquired as Founders Shares on 01/01/2002 from the issuer and the stated nature of payment is compensation.

The filing also discloses multiple Class A share sales by related parties over the past three months, totaling 631,000 shares sold by Niraj S. Shah and the Shah Charitable Foundation, with individual sale dates and gross proceeds itemized in the filing.

Niraj Shah, Chief Executive Officer, director and 10% owner of Wayfair Inc. (W), amended a Form 4 to disclose sales made under a Rule 10b5-1 trading plan adopted August 15, 2024. On 08/20/2025 he sold a total of 85,000 shares of Class A common stock in multiple transactions at weighted average prices of $78.51, $79.66, $80.39 and $81.20 for the respective lots. Following the reported transactions the filing shows 459,137 shares beneficially owned directly and 22,857 shares owned indirectly through SK Ventures LLC. The amendment clarifies that the transactions were executed pursuant to the trading plan and provides weighted average price ranges for the multiple sales.

Steven Conine, a Wayfair Inc. (W) director, officer and 10% owner, amended a Form 4 to report multiple sales of Class A common stock executed on 08/20/2025 and to disclose that these transactions were made under a Rule 10b5-1 trading plan adopted on 08/15/2024. The amendment clarifies the prior filing omitted that designation. The amendment lists four grouped sales totaling 84, ...? (5,117 + 36,302 + 32,099 + 11,482) shares sold at weighted average prices between $78.52 and $81.19 and shows 459,073 shares remaining directly owned plus 22,857 shares held indirectly through SK Ventures LLC.

Michael A. Kumin, a director of Wayfair Inc. (W) filed a Form 4 reporting an equity transaction dated 08/28/2025. The filing reports a 160-share acquisition of Class A common stock at $74.97 per share. Following the reported transaction the filing shows 260,577 shares beneficially owned directly by the reporting person, plus 56,000 shares indirectly held by TOF Capital and 4,000 shares indirectly held by a profit sharing plan trust. The filing explains the 160-share trade was executed in a separately managed account without the reporting person’s prior knowledge or specific direction and was reported promptly after the reporting person learned of it. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Kumin.