[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (W) notice reports a proposed sale of 85,000 Class A shares through Fidelity on 08/20/2025 with an aggregate market value of $6,806,096.92. The shares were acquired as Founders Shares on 01/01/2002 and the filing lists the seller relationship as originating from the issuer with payment characterized as compensation. The filing also discloses multiple Class A sales by Niraj S. Shah and Shah Charitable Foundation over the prior three months, including a sale of 199,422 shares for $15,633,884.49 on 08/13/2025. The filer attests no undisclosed material adverse information.

Positive

• Required Form 144 disclosures provided including broker, sale dates, share counts, and aggregate proceeds
• Attestation present that the seller does not possess undisclosed material adverse information

Negative

• Substantial insider/affiliate selling over recent months, including a 199,422-share sale for $15,633,884.49, which increases public float
• Concentration of sales by one individual and associated foundation could be perceived negatively by some investors

Insights

Securities Analyst

TL;DR: Significant insider/affiliate disposals across multiple dates; largest single sale ~199k shares indicating ongoing liquidity events.

The filing shows a scheduled sale of 85,000 Class A shares and documents extensive recent dispositions by the same insider and affiliated foundation over several months. The disclosed aggregate market value for the scheduled sale and multiple large prior transactions provide transparent pricing data for investor assessment. This pattern represents realized insider liquidity rather than new company financing; it may modestly increase share supply in public markets but does not by itself reveal company operational changes.

Corporate Governance Expert

TL;DR: Multiple sales by an individual and related foundation require monitoring for governance patterns; disclosures appear procedurally complete.

The Form 144 indicates founders' shares originally acquired in 2002 and numerous subsequent sales by the same individual and an affiliated foundation. The filing includes the required attestation regarding material non-public information and lists broker and transaction details for compliance. From a governance perspective, repeated insider sales may reflect estate or diversification actions; documentation here fulfills Rule 144 disclosure requirements but raises no explicit governance violations in the filing text.

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	85000	6806096.92	105002641	08/20/2025	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			85000	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	05/27/2025	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
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/13/2025	199422	15633884.49

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 sale is proposed in the Form 144 for Wayfair (W)?

The filer proposes to sell 85,000 Class A shares via Fidelity on 08/20/2025 with an aggregate market value of $6,806,096.92.

Who has been selling Wayfair (W) shares in the past three months according to the filing?

Dispositions were reported by Niraj S. Shah and Shah Charitable Foundation on multiple dates across May–August 2025.

What was the largest recent sale listed in the filing and its proceeds?

The largest listed recent sale is 199,422 Class A shares sold on 08/13/2025 for $15,633,884.49.

How were the proposed shares originally acquired?

The 85,000 shares were acquired as Founders Shares on 01/01/2002, with the nature of payment noted as compensation.

Does the filer state there is any undisclosed material information?

The filer signs an attestation representing that they do not know of any material adverse information not publicly disclosed.