[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. Form 144 notice: This filing notifies the proposed sale of 85,000 Class A shares through Fidelity Brokerage Services (approximate aggregate market value $7,377,073.54) with an approximate sale date of 09/22/2025 on the NYSE. The securities were originally acquired as Founders Shares on 01/01/2002 and the stated nature of payment was compensation. The filing also discloses multiple Class A sales by the reporting persons and related charitable foundation between 06/30/2025 and 09/10/2025, with individual transactions ranging from 1,000 to 199,422 shares and gross proceeds shown per sale.

Positive

• None.

Negative

• Proposed sale of 85,000 Class A shares valued at approximately $7,377,073.54 scheduled for 09/22/2025.
• Extensive recent insider-related selling disclosed between 06/30/2025 and 09/10/2025, including a 199,422-share sale yielding $15,633,884.49.
• No plan adoption date disclosed in the remarks for reliance on Rule 10b5-1 within the provided filing text.

Insights

Financial Analyst

TL;DR: Insider and affiliated-party sales are large and frequent, totaling substantial proceeds over recent months.

The Form 144 documents a proposed sale of 85,000 Class A shares valued at roughly $7.38 million and lists prior executed sales from 06/30/2025 through 09/10/2025. Transaction sizes vary widely, including several six-figure share disposals (e.g., 199,422 shares for $15,633,884.49). From a financial-analysis perspective, these disclosures provide clear, itemized cash proceeds and timing that allow estimation of recent insider liquidity but do not include company operational or earnings data to assess corporate performance.

Corporate Governance Expert

TL;DR: Repeated insider and related-party share sales are material to governance oversight and shareholder signaling.

The filing shows substantial insider-related selling activity, including sales by an individual and a charitable foundation at the same address, with multiple large disposals culminating in the current proposed 85,000-share sale. Such concentrated disposal activity is material for governance review because it can affect market perception of insider confidence. The filing, however, contains no statements about any trading plans or 10b5-1 adoption dates.

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	7377073.54	105002641	09/22/2025	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	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
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

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 filed here report?

The Form 144 reports a proposed sale of 85,000 Class A shares$7,377,073.54 and lists prior sales between 06/30/2025 and 09/10/2025.

Who is the seller named in the recent Form 144 activity?

The filing lists sales by Niraj S. Shah and the Shah Charitable Foundation with the same address; the proposed sale is for the account of the person identified in the form.

When were the shares to be sold originally acquired and what was their nature?

The disclosed shares were acquired on 01/01/2002 as Founders Shares, and the nature of payment was noted as compensation.

What are the sizes and proceeds of recent disclosed sales?

Recent transactions range from 1,000 to 199,422 shares, with individual gross proceeds shown (examples: 199,422 shares for $15,633,884.49; 85,000 shares for $6,806,096.92 earlier).

Does the filing state reliance on a Rule 10b5-1 trading plan?

No plan adoption date or 10b5-1 instruction date is provided in the remarks of the supplied filing text.