[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair insider sale notice: A Form 144 shows a proposed sale of 199,422 Class A shares of Wayfair (W) through Fidelity, with an aggregate market value of $15,633,884.49. The filing lists an approximate sale date of 08/13/2025 on the NYSE and identifies the shares as founders' shares acquired on 01/01/2002.

The filing also discloses extensive recent dispositions by the same account and a related charitable foundation: 427,051 Class A shares were sold across multiple trades in the past three months, generating $22,498,988.50 in gross proceeds. The largest single trade reported was 179,707 shares on 07/01/2025 for $9,449,742.63. The document is a notice of proposed sale under Rule 144 and provides transaction-level transparency about insider and affiliated-party selling activity.

Positive

• Transparent disclosure of a proposed sale under Rule 144: 199,422 Class A shares with aggregate market value of $15,633,884.49
• Founders' origin disclosed: the shares were acquired as founders' shares on 01/01/2002, which clarifies the acquisition history relevant to resale rules
• Detailed transaction history for the prior three months is provided, enabling verification of recent insider and affiliated-party selling activity

Negative

• Substantial insider and affiliated-party selling: 427,051 Class A shares sold in the past three months, raising $22,498,988.50, which may concern some investors
• Large single trades reported: the filing lists a 179,707-share sale on 07/01/2025 that generated $9,449,742.63, indicating concentrated disposals

Insights

Securities Analyst

TL;DR: Founder-filed Form 144 proposes sale of 199,422 Class A shares; recent insider sales total 427,051 shares raising $22.5M.

The filing documents a planned block sale of 199,422 Class A shares with an aggregate market value of $15.6M, to be executed through Fidelity on the NYSE. It also itemizes multiple executed dispositions over the prior three months totaling 427,051 shares and $22.5M in gross proceeds. From a market-activity standpoint, this is a clear disclosure of insider liquidity events; the data allow analysts to measure insider selling cadence and cash realized without inferring intent. The filing confirms the shares were acquired as founders' shares in 2002, which is relevant for Rule 144 eligibility and resale timing.

Corporate Governance Expert

TL;DR: Form 144 provides compliant disclosure of insider and affiliate sales; the scale and frequency of trades are notable but documented.

The document meets Rule 144 notice requirements by listing the class, broker, share counts, and aggregate values for a proposed sale and recent transactions by the filer and an affiliated charitable foundation. Material facts include the founders' origin of the shares (acquired 01/01/2002) and the pattern of repeated disposals totaling 427,051 shares in roughly three months. That pattern is important for governance review because recurring affiliated-party sales and large single trades (for example, 179,707 shares on 07/01/2025) may prompt stakeholder questions about insider liquidity planning and related disclosure practices.

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	199422	15633884.49	105002641	08/13/2025	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			199422	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
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
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/12/2025	1000	75000.00

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 show about proposed sales?

The Form 144 reports a proposed sale of 199,422 Class A shares via Fidelity with an aggregate market value of $15,633,884.49, with an approximate sale date of 08/13/2025 on the NYSE.

Who is the filer and what shares were acquired originally?

The filing identifies the securities as founders' shares acquired on 01/01/2002 that are now proposed for sale; the filer named in past trades is Niraj S. Shah and an affiliated charitable foundation.

How many shares were sold by the filer and affiliates in the past three months?

The document lists 427,051 Class A shares sold across multiple trades in the prior three months, producing total gross proceeds of $22,498,988.50.

Which broker and exchange are involved in the proposed sale?

The proposed sale lists Fidelity Brokerage Services LLC as broker and the NYSE as the named securities exchange.

Are the reported sales individual transactions or aggregated?

The filing provides transaction-level details: individual trade dates, share amounts, and gross proceeds for each sale in the past three months, rather than only aggregated totals.