Wayfair insider Niraj Shah files Form 144 to sell 150K Class A

Rhea-AI Filing Summary

Wayfair (W) co-founder and insider Niraj S. Shah has filed a Form 144 notice covering a planned sale of 150,000 Class A shares through Fidelity Brokerage Services. The shares have an aggregate market value of $15,886,889.60, with the issuer reporting 106,879,786 Class A shares outstanding, and the proposed sale date listed as 11/24/2025 on the NYSE.

The shares to be sold are identified as founders’ shares originally acquired from the issuer on 01/01/2002 as compensation. The filing also lists recent sales of Class A shares over the past three months by Shah and the Shah Charitable Foundation, including several large blocks such as 120,000 shares sold by Shah on 10/23/2025 and multiple smaller charitable foundation sales.

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	150000	15886889.60	106879786	11/24/2025	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			150000	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	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
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	10/28/2025	11000	1100000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	10/28/2025	30000	3152949.80
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	11/10/2025	6000	647640.00

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

How many Wayfair (W) shares are covered by this Form 144 filing?

The Form 144 covers a proposed sale of 150,000 Class A shares of Wayfair, to be sold through Fidelity Brokerage Services LLC.

What is the market value of the Wayfair (W) shares to be sold under this Form 144?

The 150,000 Class A shares listed for sale have an aggregate market value of $15,886,889.60 according to the filing.

When is the planned sale date for the Wayfair (W) Form 144 shares?

The filing lists an approximate date of sale of 11/24/2025 for the 150,000 Wayfair Class A shares.

How many Wayfair (W) Class A shares are outstanding according to this notice?

The Form 144 states that there are 106,879,786 Class A shares outstanding for the issuer.

How and when did the insider acquire the Wayfair (W) shares being sold?

The 150,000 Class A shares were acquired on 01/01/2002 as founders’ shares from the issuer, with the nature of payment described as compensation.

What recent Wayfair (W) share sales are disclosed for the past 3 months?

The filing lists multiple Class A share sales over the past three months by Niraj S. Shah and the Shah Charitable Foundation, including transactions such as 120,000 shares sold by Shah on 10/23/2025 for gross proceeds of $9,860,055.10 and several smaller charitable foundation sales.

On which exchange are the Wayfair (W) shares in this Form 144 planned to be sold?

The Form 144 lists the NYSE as the securities exchange for the proposed sale of the 150,000 Wayfair Class A shares.