Wayfair files 144/A for 85,000 Class A shares on NYSE

Rhea-AI Filing Summary

Wayfair (W) filed an amended Form 144 indicating a proposed sale of 85,000 Class A shares, with an aggregate market value of $7,042,070.36. The notice lists the NYSE as the exchange, Fidelity Brokerage Services LLC as broker, and an approximate sale date of October 20, 2025. The filing notes 105,002,641 shares outstanding.

The securities to be sold were acquired as Founders Shares on January 1, 2002 as compensation. The notice also reports recent sales over the past three months by the named party and a related foundation, including multiple Class A share transactions with listed gross proceeds. Form 144 is a notice of potential sales by affiliates or holders of restricted stock; it does not involve proceeds to the company.

Insights

Securities law analyst

Administrative 144/A filing for potential affiliate sales; neutral impact.

The document lists a proposed Rule 144 sale of 85,000 Class A shares, specifying the exchange (NYSE), broker (Fidelity Brokerage Services LLC), and an approximate sale date. It also discloses that the shares were acquired as Founders Shares via compensation on January 1, 2002.

Rule 144 filings notify potential sales by affiliates or holders of restricted securities and do not register new shares or deliver proceeds to the issuer. The excerpt also itemizes recent sales over the past three months with gross proceeds, which reflects selling activity but does not alter the company’s capital structure beyond the normal float dynamics.

Actual sales, timing, and pricing depend on market conditions and seller decisions. Subsequent disclosures may detail execution outcomes if and when transactions occur.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	85000	7042070.36	105002641	10/20/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	01/01/2002	Founders Shares	Issuer			85000	01/01/2002	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	07/21/2025	60000	3361653.40
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/05/2025	8000	600000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/06/2025	7836	603564.24
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/07/2025	17742	1371282.94
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/11/2025	4000	288440.00
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/12/2025	1000	75000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/13/2025	199422	15633884.49
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/20/2025	85000	6806096.92
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	09/10/2025	5000	430750.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	09/22/2025	85000	7377073.54
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	10/10/2025	5000	392100.00

144/A: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Wayfair (W) disclose in this Form 144/A?

A proposed sale of 85,000 Class A shares with an aggregate market value of $7,042,070.36, to be transacted on the NYSE.

When could the proposed sales for Wayfair (W) occur?

The notice lists an approximate sale date of October 20, 2025.

Who is the broker for the proposed Wayfair (W) sale?

The filing names Fidelity Brokerage Services LLC as the broker.

How many Wayfair (W) shares are outstanding in the notice?

The filing states 105,002,641 shares outstanding.

How were the Wayfair (W) shares to be sold originally acquired?

They were acquired as Founders Shares on January 1, 2002 as compensation.

Does Wayfair (W) receive proceeds from these sales?

No. Rule 144 sales are for the account of the selling holder; proceeds do not go to the company.

What recent sales are disclosed for Wayfair (W)?

The notice lists multiple Class A sales in July–October 2025 with reported gross proceeds for each transaction.