Niraj Shah - 23 Feb 2026 Form 4 Insider Report for Wayfair Inc. (W)

Signature
/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah
Issuer symbol
W
Transactions as of
23 Feb 2026
Net transactions value
-$6,940,214
Form type
4
Filing time
25 Feb 2026, 17:37:26 UTC
Previous filing
27 Jan 2026
Next filing
27 Feb 2026

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 25 Feb 2026 0001620093

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction W Class A Common Stock Sale $4,427,897 -60,023 -21% $73.77 229,114 23 Feb 2026 Direct F1, F2
transaction W Class A Common Stock Sale $1,082,288 -14,504 -6.3% $74.62 214,610 23 Feb 2026 Direct F1, F3
transaction W Class A Common Stock Sale $264,425 -3,500 -1.6% $75.55 211,110 23 Feb 2026 Direct F1, F4
transaction W Class A Common Stock Sale $360,316 -4,691 -2.2% $76.81 206,419 23 Feb 2026 Direct F1, F5
transaction W Class A Common Stock Sale $559,478 -7,220 -3.5% $77.49 199,199 23 Feb 2026 Direct F1, F6
transaction W Class A Common Stock Sale $83,187 -1,051 -0.53% $79.15 198,148 23 Feb 2026 Direct F1, F7
transaction W Class A Common Stock Sale $97,703 -1,211 -0.61% $80.68 196,937 23 Feb 2026 Direct F1, F8
transaction W Class A Common Stock Sale $64,920 -800 -0.41% $81.15 196,137 23 Feb 2026 Direct F1, F9
holding W Class A Common Stock 22,857 23 Feb 2026 See Footnote F10
* 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 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.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.18 to $74.17, 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.18 to $75.16, 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 $75.19 to $76.11, 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 $76.19 to $77.18, 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 $77.19 to $78.15, 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.39 to $79.32, 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.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.03 to $80.79, 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.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.14 to $81.15, 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.
F10 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.