Niraj Shah - 24 Nov 2025 Form 4 Insider Report for Wayfair Inc. (W)

Role
Chief Executive Officer, Director
Signature
/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah
Issuer symbol
W
Transactions as of
24 Nov 2025
Transactions value $
-$15,887,176
Form type
4
Filing time
26 Nov 2025, 17:06:55 UTC
Previous filing
29 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Shah Niraj Chief Executive Officer, Director C/O WAYFAIR INC., 4 COPLEY PLACE, BOSTON /s/ Enrique Colbert, Attorney-in-fact for Niraj Shah 26 Nov 2025 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 +740K +531.85% $0.00 879K 24 Nov 2025 Direct F1
transaction W Class A Common Stock Sale -$4.1M -39K -4.43% $105.21 840K 24 Nov 2025 Direct F2, F3
transaction W Class A Common Stock Sale -$8.51M -80.4K -9.56% $105.85 760K 24 Nov 2025 Direct F2, F4
transaction W Class A Common Stock Sale -$3.05M -28.5K -3.76% $106.93 731K 24 Nov 2025 Direct F2, F5
transaction W Class A Common Stock Sale -$229K -2.13K -0.29% $107.63 729K 24 Nov 2025 Direct F2, F6
transaction W Class A Common Stock Gift $0 -110K -15.09% $0.00 619K 24 Nov 2025 Direct F7
transaction W Class A Common Stock Gift $0 -30K -4.85% $0.00 589K 24 Nov 2025 Direct F8
holding W Class A Common Stock 22.9K 24 Nov 2025 See Footnote F9

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 -740K -7.49% $0.00 9.13M 24 Nov 2025 Class A Common Stock 740K 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 November 24, 2025, the reporting person converted, at his election, 740,000 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 May 29, 2025.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.47 to $105.46, 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 $105.47 to $106.46, 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 $106.47 to $107.46, 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.48 to $107.82, 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.
F7 These shares were transferred to a donor advised fund.
F8 These shares were transferred to the Shah Charitable Foundation.
F9 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.