Niraj Shah - Sep 19, 2025 Form 4 Insider Report for Wayfair Inc. (W)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah
Stock symbol
W
Transactions as of
Sep 19, 2025
Transactions value $
$0
Form type
4
Date filed
9/19/2025, 04:10 PM
Previous filing
Sep 4, 2025
Next filing
Sep 24, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Shah Niraj Chief Executive Officer, Director, 10%+ Owner C/O WAYFAIR INC., 4 COPLEY PLACE, BOSTON /s/ Enrique Colbert, Attorney-in-fact for Niraj Shah 2025-09-19 0001620093

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction W Performance Stock Unit ("PSU") Award $0 +5M $0.00 5M Sep 19, 2025 Class A Common Stock 5M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each PSU represents a contingent right to receive one share of Class A Common Stock when vested.
F2 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.
F3 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.