[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (W) filed a Form 144 reporting a proposed sale of 1,000 Class A shares through Fidelity Brokerage on 08/12/2025 with an aggregate market value of $75,000. The filing lists total Class A shares outstanding of 105,002,641. The shares to be sold were acquired as Founders Shares on 01/01/2002 and shown as compensation. The filing also discloses prior sales by Niraj S. Shah and the Shah Charitable Foundation during the past three months: a combined 439,578 shares sold for aggregate proceeds of $22,957,404.30 across multiple dates from 05/12/2025 to 08/11/2025. The filer certifies no undisclosed material adverse information.

Positive

• Clear disclosure of broker, dates, share counts, and aggregate market values for the proposed sale
• Original acquisition details are provided (Founders Shares acquired 01/01/2002), supporting provenance of the shares

Negative

• Substantial prior insider sales in the past three months: 439,578 shares for $22,957,404.30, which may be notable to investors monitoring insider liquidity

Insights

Financial Analyst

TL;DR: Routine Form 144 shows a small planned sale and sizable recent insider disposals totaling $22.96M; market impact appears limited.

The filing documents a proposed sale of 1,000 Class A shares valued at $75,000 and lists prior insider sales totaling 439,578 shares for $22,957,404.30 from 05/12/2025 to 08/11/2025. Relative to the reported 105,002,641 shares outstanding, the three-month disposals represent roughly 0.42% of outstanding Class A stock, suggesting the transactions are meaningful in dollar terms but small as a percentage of total equity. The filing includes broker details and acquisition history, supporting transparency.

Corporate Governance Expert

TL;DR: Multiple insider sales disclosed with standard attestations; no 10b5-1 plan date is shown in the filing.

The document lists repeated sales by Niraj S. Shah and the Shah Charitable Foundation and a current proposed sale executed via Fidelity Brokerage. The acquisition record for the shares to be sold is shown as Founders Shares (01/01/2002). The filing contains the customary representation about absence of undisclosed material information and a field for a Rule 10b5-1 plan adoption date, but no plan date is provided in the content, which is an explicit fact in this filing.

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	1000	75000.00	105002641	08/12/2025	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			1000	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	05/12/2025	4000	152000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/12/2025	9527	381415.80
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/13/2025	5725	229565.57
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/14/2025	2258	90332.70
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/27/2025	72490	2928191.22
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

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 Wayfair's (W) Form 144 report?

The Form 144 reports a proposed sale of 1,000 Class A shares via Fidelity Brokerage on 08/12/2025 with an aggregate market value of $75,000.

Who sold shares in the past three months according to the filing?

The filing lists sales by Niraj S. Shah and the Shah Charitable Foundation on multiple dates between 05/12/2025 and 08/11/2025.

How many shares and how much cash were generated by recent insider sales?

Combined sales in the past three months total 439,578 shares for aggregate gross proceeds of $22,957,404.30.

What were the acquisition details for the shares proposed to be sold?

The shares proposed for sale were acquired as Founders Shares on 01/01/2002, with the filing showing 1,000 shares and compensation as the nature of payment.

Does the filing indicate a Rule 10b5-1 trading plan date?

The form includes a field for a plan adoption date, but no plan adoption date is provided in the content supplied.