Niraj Shah - Aug 13, 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
Aug 13, 2025
Transactions value $
-$15,634,142
Form type
4
Date filed
8/15/2025, 06:01 PM
Previous filing
Aug 8, 2025
Next filing
Sep 4, 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 2025-08-15 0001620093

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Conversion of derivative security $0 +600K +417.95% $0.00 744K Aug 13, 2025 Direct F1
transaction W Class A Common Stock Sale -$4.88M -63.1K -8.48% $77.40 680K Aug 13, 2025 Direct F2, F3
transaction W Class A Common Stock Sale -$6.98M -88.8K -13.05% $78.59 592K Aug 13, 2025 Direct F2, F4
transaction W Class A Common Stock Sale -$3.77M -47.6K -8.04% $79.36 544K Aug 13, 2025 Direct F2, F5
holding W Class A Common Stock 22.9K Aug 13, 2025 See Footnote F6

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 Class B Common Stock Conversion of derivative security $0 -600K -5.73% $0.00 9.87M Aug 13, 2025 Class A Common Stock 600K Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 On August 13, 2025, the reporting person converted, at his election, 600,000 shares of his Class B Common Stock into Class A Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.
F2 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.
F3 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.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.99, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.90, 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.
F6 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.