[144/A] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (W) filed an amended Form 144 indicating an insider’s intent to sell 13,857 Class A shares on or after 15 Jul 2025 through Fidelity Brokerage, with an aggregate market value of roughly $782,228. The proposed sale equals just 0.013% of the 103.7 million shares outstanding, suggesting limited dilution or price impact.

The shares derive from multiple restricted-stock vestings between Apr 2024 and Jul 2025, reflecting normal compensation-based share delivery rather than open-market purchases. The filer reports no other sales in the past three months, and there is no indication of gifts or non-cash consideration. By signing, the seller attests to possessing no undisclosed material adverse information.

Because Form 144 is only a notice, execution and final pricing remain uncertain. The relatively small size and routine vesting origin point to minimal strategic or financial implications for Wayfair’s overall capital structure.

Insights

Equity Market Analyst

TL;DR: Modest insider sale (~$0.8 M) from RSU vesting, immaterial vs. float; neutral signal.

The filing covers 13,857 Class A shares—worth $0.8 M at the filing date—versus a float exceeding 100 M shares. Size and RSU origin suggest routine liquidity rather than a valuation call. Historical context shows insiders periodically file similar volumes. Absent clustering of larger sales or adverse fundamentals, I view the event as non-material for share-price trajectory. No effect on leverage, buybacks, or guidance.

Corporate Governance Specialist

TL;DR: Standard Rule 144 disclosure; reflects compliance, not governance concern.

The insider’s certification and lack of undisclosed adverse information align with SEC requirements. No 10b5-1 plan date is cited, but that omission is permissible. Absence of recent sales lessens aggregation risk under Rule 144(e). Overall, governance impact is neutral; investors should monitor if cumulative insider sales accelerate.

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

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	13857	782227.65	103657178	07/15/2025	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	04/01/2024	Restricted Stock Vesting	Issuer			1992	04/01/2024	Compensation
Class A	04/02/2024	Restricted Stock Vesting	Issuer			827	04/02/2024	Compensation
Class A	01/02/2025	Restricted Stock Vesting	Issuer			5062	01/02/2025	Compensation
Class A	01/03/2025	Restricted Stock Vesting	Issuer			607	01/03/2025	Compensation
Class A	07/01/2025	Restricted Stock Vesting	Issuer			5369	07/01/2025	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

Nothing to Report

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

How many Wayfair (W) shares are being registered for sale under this Form 144?

13,857 Class A shares are listed for potential sale.

What is the estimated market value of the proposed Wayfair share sale?

The filing cites an aggregate value of about $782,228.

When could the Wayfair insider begin selling these shares?

The approximate start date disclosed is 15 July 2025.

What percentage of Wayfair’s outstanding shares does this sale represent?

Roughly 0.013% of the 103.7 million shares outstanding.

Where will the shares be sold?

The filing lists the NYSE as the exchange and Fidelity Brokerage as the broker.

Were any Wayfair shares sold by this insider during the last three months?

No; the filing states “Nothing to Report” for past-3-month sales.