Wayfair CEO Sells 30,000 Shares Under 10b5-1 Plan, Retains 462k Stake

Q: How many Wayfair (W) shares did CEO Niraj Shah sell?

30,000 Class A shares were sold on 20 June 2025.

Q: What was the average sale price for the shares?

Weighted-average prices were $49.41 (29,078 shares) and $49.99 (922 shares).

Q: Does Niraj Shah still own Wayfair stock after the sale?

Yes. He holds 439,137 shares directly and 22,857 shares indirectly through SK Ventures LLC.

Q: Is this filing likely to impact Wayfair鈥檚 share price?

Impact is expected to be limited because the sale is modest relative to total ownership and was pre-scheduled.

[Form 4] Wayfair Inc. Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wayfair Inc. (NYSE: W) 鈥� Form 4 Insider Transaction Summary

CEO, Co-Founder and 10% owner Niraj Shah reported the sale of 30,000 Class A shares on 20 June 2025 under a pre-arranged Rule 10b5-1 trading plan adopted 15 Aug 2024.

Shares sold: 29,078 at a weighted-average price of $49.41 and 922 at a weighted-average price of $49.99.
Total proceeds: 鈮� $1.49 million.
Remaining ownership: 439,137 shares held directly and 22,857 shares held indirectly through SK Ventures LLC, for an aggregate of 461,994 shares.
The sale represents roughly 6.5 % of Shah鈥檚 directly held position.

No derivative transactions were reported. The filing states the CEO will furnish detailed price breakdowns upon request, indicating standard compliance practices.

Investor takeaway: While insider sales can raise concerns, execution under a previously disclosed 10b5-1 plan and Shah鈥檚 continued sizeable stake mitigate governance risk. The transaction appears routine and does not alter Wayfair鈥檚 fundamental outlook.

Positive

Sale executed under a pre-existing Rule 10b5-1 plan, reducing concerns about opportunistic trading.
CEO retains a sizeable 462k-share position, maintaining strong alignment with shareholder interests.

Negative

CEO reduced his direct holdings by ~6.5 %, which some investors may interpret as a lack of near-term confidence.
Cash proceeds of ~$1.5 m represent insider diversification, potentially signaling limited upside at current price.

Insights

TL;DR: CEO sold 30k shares (~$1.5 m); routine 10b5-1 sale, modest signal, limited fundamental impact.

The reported sale reduces Niraj Shah鈥檚 direct holdings by about 6.5 %, leaving him with 439k directly owned shares and 22.9k indirectly held. Because the trades were executed under a Rule 10b5-1 plan adopted ten months earlier, timing risk is low and the SEC generally views such plans as safe harbor against insider-trading concerns. Proceeds are immaterial relative to Wayfair鈥檚 $6 bn+ market cap and Shah鈥檚 remaining economic stake maintains alignment with shareholders. From a valuation standpoint, the transaction does not convey new information about operations or demand trends, so price impact should be muted absent broader market sensitivity to insider activity.

TL;DR: Governance-neutral; plan-based sale preserves alignment, but stake cut may draw scrutiny.

A Rule 10b5-1 structure confirms procedural integrity, addressing potential front-running or material non-public information concerns. Shah remains a >10 % beneficial owner, satisfying governance expectations for founder-led firms. That said, any CEO share disposal can be perceived negatively by momentum traders, especially amid ongoing restructuring efforts at Wayfair. The 6 %鈥�7 % reduction is modest but not insignificant. Continued disclosures and substantial remaining ownership should calm long-term investors.

06/23/2025 - 06:28 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

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)
06/20/2025

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)
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	06/20/2025		S⁽¹⁾		29,078	D	$49.41⁽²⁾	440,059	D
Class A Common Stock	06/20/2025		S⁽¹⁾		922	D	$49.99⁽³⁾	439,137	D
Class A Common Stock								22,857	I	See Footnote⁽⁴⁾

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 August 15, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.74 to $49.73, 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 $49.74 to $50.30, 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. 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	06/23/2025
	** 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:

FAQ

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

30,000 Class A shares were sold on 20 June 2025.

What was the average sale price for the shares?

Weighted-average prices were $49.41 (29,078 shares) and $49.99 (922 shares).

Does Niraj Shah still own Wayfair stock after the sale?

Yes. He holds 439,137 shares directly and 22,857 shares indirectly through SK Ventures LLC.

Was the transaction part of a 10b5-1 plan?

Yes. The plan was adopted on 15 August 2024, providing safe-harbor protection.

Is this filing likely to impact Wayfair鈥檚 share price?

Impact is expected to be limited because the sale is modest relative to total ownership and was pre-scheduled.

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[Form 4] Wayfair Inc. Insider Trading Activity

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FAQ

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

What was the average sale price for the shares?

Does Niraj Shah still own Wayfair stock after the sale?

Was the transaction part of a 10b5-1 plan?

Is this filing likely to impact Wayfair鈥檚 share price?

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[Form 4] Wayfair Inc. Insider Trading Activity

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Financial Analyst neutral

Corporate Governance Specialist neutral

FAQ

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

What was the average sale price for the shares?

Does Niraj Shah still own Wayfair stock after the sale?

Was the transaction part of a 10b5-1 plan?

Is this filing likely to impact Wayfair鈥檚 share price?

NYSE:W

W Rankings

W Latest News

W Latest SEC Filings

W Stock Data