[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

W — Form 144 notice of proposed sale by an affiliate. The filer plans to sell 30,000 shares of Class A common stock through Fidelity Brokerage Services LLC on or about 10/28/2025 on the NYSE, with an aggregate market value of $3,152,949.80. The filing lists 105,002,641 shares outstanding.

The shares to be sold were acquired on 01/01/2002 as founder compensation. The notice also details sales in the past three months by the reporting person and an affiliated foundation, including 199,422 shares on 08/13/2025 for $15,633,884.49 and 120,000 shares on 10/23/2025 for $9,860,055.10, among other transactions.

Insights

Equity capital markets analyst

Routine insider liquidity disclosure; no issuer proceeds.

This Form 144 signals a planned sale of 30,000 Class A shares with an indicated aggregate market value of $3,152,949.80. Form 144 is a notice requirement for affiliates selling restricted or control securities and does not itself effect a sale. The filing lists sale methods via a broker on the NYSE and notes prior acquisitions as founder compensation.

The document also itemizes recent sales by the reporting person and a related foundation across August–October 2025, with several large blocks (e.g., 199,422 shares on 08/13/2025). Actual market impact depends on execution and volume relative to average trading, which is not provided in the excerpt. There are no cash proceeds to the issuer; activity reflects personal or foundation transactions.

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	30000	3152949.80	105002641	10/28/2025	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			30000	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	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
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	10/20/2025	85000	7042070.36
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	10/23/2025	120000	9860055.10

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 does W’s Form 144 filing disclose?

It discloses a planned sale of 30,000 Class A shares with an aggregate market value of $3,152,949.80, to be sold on or about 10/28/2025 on the NYSE.

Who is the broker and where will the shares trade?

The broker is Fidelity Brokerage Services LLC, and the shares are listed on the NYSE.

How many shares of the company are outstanding according to the notice?

The filing lists 105,002,641 shares outstanding.

When and how were the shares to be sold acquired?

They were acquired on 01/01/2002 as founder compensation.

Does the company receive any proceeds from this Form 144 sale?

No. Form 144 relates to sales by an affiliate; proceeds go to the selling person or entity, not the company.

What recent insider or related sales are listed in the filing?

Examples include 199,422 shares on 08/13/2025 for $15,633,884.49 and 120,000 shares on 10/23/2025 for $9,860,055.10, among others.