Was Niraj Shah’s Wayfair (W) share sale under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by Niraj Shah on May 29, 2025. Such plans pre-arrange trading activity, reducing the significance of short-term market timing for these transactions.

Wayfair (W) CEO Niraj Shah sells 109,389 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Wayfair Inc. Chief Executive Officer Niraj Shah reported open-market sales of 109,389 shares of Class A Common Stock. The sales occurred on March 23–24, 2026 at prices reported between $75.45 and $78.44 per share, with footnotes describing weighted-average prices and detailed intra-day ranges.

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025, indicating they were pre-arranged. Following these sales, Shah holds 59,748 shares directly, and an additional 22,857 shares indirectly through SK Ventures LLC, of which he is a member and may be deemed a beneficial owner.

Insider Trade Summary 10b5-1

Net Seller: 109,389 shares ($8,444,246)

Net Sell 6 txns

Insider Shah Niraj

Role Chief Executive Officer

Sold 109,389 shs ($8.44M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,571	$77.18	$121K
Sale	Class A Common Stock	1,994	$75.45	$150K
Sale	Class A Common Stock	50,198	$76.53	$3.84M
Sale	Class A Common Stock	32,087	$77.43	$2.48M
Sale	Class A Common Stock	23,539	$78.44	$1.85M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 59,748 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)

Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.01 to $75.99, 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 $76.00 to $76.99, 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 $77.00 to $77.99, 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 $78.01 to $78.91, 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 $77.00 to $77.55, 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 →

03/25/2026 - 06:11 PM

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

MASSACHUSETTS

02116

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/23/2026		S⁽¹⁾		1,994	D	$75.45⁽²⁾	167,143	D
Class A Common Stock	03/23/2026		S⁽¹⁾		50,198	D	$76.53⁽³⁾	116,945	D
Class A Common Stock	03/23/2026		S⁽¹⁾		32,087	D	$77.43⁽⁴⁾	84,858	D
Class A Common Stock	03/23/2026		S⁽¹⁾		23,539	D	$78.44⁽⁵⁾	61,319	D
Class A Common Stock	03/24/2026		S⁽¹⁾		1,571	D	$77.18⁽⁶⁾	59,748	D
Class A Common Stock								22,857	I	See Footnote⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $75.01 to $75.99, 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 $76.00 to $76.99, 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 $77.00 to $77.99, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.01 to $78.91, 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 $77.00 to $77.55, 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. 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	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Niraj Shah reported selling 109,389 shares of Wayfair Class A Common Stock in open-market transactions. The sales took place over March 23–24, 2026, and were executed at weighted-average prices disclosed in detailed ranges in the filing’s footnotes.

At what prices did Wayfair (W) CEO Niraj Shah sell his shares?

The reported sales were executed at weighted-average prices between $75.45 and $78.44 per share. Footnotes explain these are averages for multiple trades within narrower intraday ranges, with additional trade-level price details available on request from the company or the SEC.

How many Wayfair (W) shares does CEO Niraj Shah hold after the transactions?

After the reported sales, Niraj Shah holds 59,748 Wayfair Class A shares directly. He is also associated with 22,857 additional shares held indirectly by SK Ventures LLC, where he is a member and may be deemed a beneficial owner under securities rules.

How many Wayfair (W) shares did Niraj Shah sell in total?

Across five open-market transactions, Niraj Shah sold a total of 109,389 Wayfair Class A Common shares. Each individual sale is reported with its own share amount and weighted-average price, and together they represent a net-sell position in this Form 4.

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. Niraj Shah is a member of SK Ventures LLC and may be deemed a beneficial owner of those indirectly held shares, in addition to his directly owned holdings.