[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. Form 144 filing for proposed sale of Class A shares. The filer notifies a proposed sale of 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $430,750, and lists the approximate sale date as 09/10/2025 on the NYSE. The shares were acquired as Founders Shares on 01/01/2002 from the issuer and the stated nature of payment is compensation.

The filing also discloses multiple Class A share sales by related parties over the past three months, totaling 631,000 shares sold by Niraj S. Shah and the Shah Charitable Foundation, with individual sale dates and gross proceeds itemized in the filing.

Positive

• Compliance disclosure: The filer submitted a Form 144 providing required notice for the proposed sale of restricted/control securities.
• Transaction transparency: The filing lists broker, exact share counts, aggregate market value, and approximate sale date for the proposed sale.

Negative

• Significant insider dispositions: The filing documents prior sales totaling 631,000 Class A shares by Niraj S. Shah and Shah Charitable Foundation in the past three months.
• Concentration of recent sales by a founder/insider: Multiple large transactions by the same individual and affiliated foundation may be viewed as material by investors.

Insights

Securities Analyst

TL;DR: Insider-related selling activity is documented; proposed small sale follows substantial recent dispositions.

The Form 144 documents a proposed sale of 5,000 Class A shares valued at $430,750 and details prior dispositions by the same insiders and affiliated charitable foundation totaling 631,000 shares over the past three months. This record is a routine regulatory notice required for restricted or control securities being sold in reliance on Rule 144 and provides transparency on timing, broker and gross proceeds for prior sales.

Corporate Governance Expert

TL;DR: Repeated insider and affiliated-entity sales are notable for governance review and investor transparency.

The filing shows founders' shares originally acquired in 2002 and recent large-scale sales by Niraj S. Shah and the Shah Charitable Foundation. While the Form 144 itself is a compliance document, the volume and frequency of disclosed sales are material facts for shareholders assessing insider liquidity and potential signaling, and warrant attention to lock-up or ownership disclosures elsewhere.

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

144: Filer Information

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

144: 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: 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	5000	430750.00	105002641	09/10/2025	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: 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			5000	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: 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
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	06/10/2025	4000	190400.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	06/20/2025	30000	1482829.96
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	06/30/2025	22580	1174322.38
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	07/01/2025	179707	9449742.63
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	07/02/2025	7713	425823.46
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	07/10/2025	4000	227840.00
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

144: 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 Class A shares does the Wayfair (W) Form 144 propose to sell?

The notice proposes to sell 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $430,750.

When is the approximate sale date listed in the Form 144?

The approximate date of sale is listed as 09/10/2025.

Who acquired the shares and when were they acquired?

The shares were acquired as Founders Shares on 01/01/2002 from the issuer, and the nature of payment is listed as compensation.

What recent sales by insiders or affiliated entities are disclosed?

The filing lists multiple Class A sales by Niraj S. Shah and the Shah Charitable Foundation across June–August 2025 totaling 631,000 shares.

Through which broker is the proposed sale being handled?

The proposed sale is listed with Fidelity Brokerage Services LLC, 900 Salem Street, Smithfield RI 02917.