W shareholder plans Rule 144 sale of 30,000 Class A shares

A shareholder in W has filed a notice under Rule 144 to sell 30,000 Class A shares through Fidelity Brokerage Services LLC on the NYSE, with an aggregate market value of $3,069,663.79.

Rhea-AI Filing Summary

A shareholder in W has filed a notice under Rule 144 to sell 30,000 Class A shares through Fidelity Brokerage Services LLC on the NYSE, with an aggregate market value of $3,069,663.79. The filing lists 106,879,786 Class A shares as outstanding. The shares to be sold are identified as founders shares acquired from the issuer on 01/01/2002 as compensation.

The notice also details prior sales during the past three months by Niraj S. Shah and the Shah Charitable Foundation, including multiple Class A share transactions between 10/10/2025 and 12/23/2025 with gross proceeds ranging from the hundreds of thousands to over $15 million. By signing, the seller represents they are not aware of undisclosed material adverse information about the issuer’s operations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many W Class A shares are planned to be sold under this Rule 144 notice?

The notice states that 30,000 Class A shares of W are planned to be sold, with an aggregate market value of $3,069,663.79.

What is the market value and exchange for the W shares in this Rule 144 filing?

The filing lists an aggregate market value of $3,069,663.79 for the 30,000 Class A shares, to be sold on the NYSE.

How many W Class A shares are outstanding according to this document?

The Rule 144 notice reports that there are 106,879,786 Class A shares of W outstanding.

How and when were the W shares in this Rule 144 filing originally acquired?

The 30,000 Class A shares are described as founders shares acquired from the issuer on 01/01/2002 as compensation, with payment dated the same day.

Which broker is handling the planned sale of W shares under Rule 144?

The planned sale will be handled by Fidelity Brokerage Services LLC, located at 900 Salem Street, Smithfield, RI 02917.

What other W share sales over the past three months are disclosed in this Rule 144 notice?

The filing lists multiple sales of W Class A shares by Niraj S. Shah and the Shah Charitable Foundation between 10/10/2025 and 12/23/2025, including transactions such as 150,000 shares sold on 11/24/2025 for gross proceeds of $15,886,889.60.

What representation does the selling shareholder make in this W Rule 144 notice?

By signing, the person for whose account the securities are to be sold represents that they do not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/29/2025 - 07:17 AM EST Learn about SEC filing 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	0001620093
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Wayfair Inc.
SEC File Number	001-36666
Address of Issuer	4 COPLEY PLACE BOSTON MASSACHUSETTS 02116
Phone	617 532 6100
Name of Person for Whose Account the Securities are To Be Sold	Shah Niraj
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	Officer
Relationship to Issuer	Director

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	30000	3069663.79	106879786	12/26/2025	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			30000	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	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
Niraj Shah 4 Copley Place Boston MA 02116	Class A	11/24/2025	150000	15886889.60
Shah Charitable Foundation 4 Copley Place Boston MA 02216	Class A	12/10/2025	5000	470500.00
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	12/11/2025	1000	100000.00
Niraj Shah 4 Copley Place Boston MA 02116	Class A	12/23/2025	120000	12033247.33

144: Remarks and Signature

Remarks	The sales on 10/10/2025, 10/28/2025, 11/10/2025, 12/10/2025, and 12/11/2025 occurred in the Shah Charitable Foundation account of which Niraj S. Shah is an Account Stakeholder.
Date of Notice	12/29/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/28/2025
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	/s/ Eric Janiak, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Niraj S. Shah
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)