W insider filings show multiple Class A share sales

W reported proposed affiliate sales of Class A shares by insiders and a charitable foundation, listing multiple transactions between 11/24/2025 and 02/10/2026.

Rhea-AI Filing Summary

W reported proposed affiliate sales of Class A shares by insiders and a charitable foundation, listing multiple transactions between 11/24/2025 and 02/10/2026.

The filing lists specific sales by Niraj S. Shah and the Shah Charitable Foundation, including transactions of 150,000 shares by Niraj S. Shah on 11/24/2025 and 5,000 shares by Shah Charitable Foundation on 12/10/2025. The notice details dates, share counts, and dollar amounts for each proposed disposition.

Insights

Corporate Governance Analyst

Multiple affiliate sales of Class A shares are disclosed, showing scheduled dispositions by an individual and a foundation.

The filing lists discrete proposed sales by Niraj S. Shah and the Shah Charitable Foundation with transaction dates from 11/24/2025 through 02/10/2026. Each line item includes the number of Class A shares and the corresponding dollar amounts; example entries show 150,000 shares for 15,886,889.60 on 11/24/2025.

These notices are administrative disclosures required for affiliate sales; actual execution, timing, and cash‑flow recipients depend on whether the proposed dispositions occur. Subsequent filings or confirmations would show completed trades and exact proceeds.

FAQ

What does the Form 144 for W disclose?

The Form 144 discloses proposed sales of Class A shares by affiliates. It lists transaction dates, share counts, and dollar amounts for each proposed disposition between 11/24/2025 and 02/10/2026.

Who are the sellers named in the W filing?

The filing names Niraj S. Shah and the Shah Charitable Foundation as sellers. Multiple line items show their proposed Class A share dispositions with dates and amounts.

How many shares did Niraj S. Shah propose to sell in the filing?

The filing shows several proposed sales by Niraj S. Shah, including line items of 150,000, 120,000, 30,000, and another 150,000 on specified dates between 11/24/2025 and 01/23/2026.

Are dollar amounts provided for the proposed sales in the Form 144?

Yes. Each line in the filing pairs shares with dollar values, for example 150,000 shares reported at 15,886,889.60 on 11/24/2025, and other line items show corresponding dollar amounts.

Does the Form 144 confirm that the shares were sold?

No. Form 144 is a notice of proposed sale by affiliates; it lists intended dispositions with dates and amounts. Completion of each transaction would be shown in subsequent trade confirmations or follow‑up filings, not in this notice.

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Accepted by SEC EDGAR 02/23/2026 - 04:23 PM 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	93000	6940293.42	108769567	02/23/2026	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			93000	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	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 S. Shah 4 Copley Place Boston MA 02116	Class A	12/23/2025	120000	12033247.33
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	12/26/2025	30000	3069663.79
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	01/12/2026	6000	686280.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	01/23/2026	150000	16330605.61
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	02/10/2026	5000	462750.00

144: Remarks and Signature

Remarks	The sales on 12/10/2025, 12/11/2025, 01/12/2026, and 02/10/2026 occurred in the Shah Charitable Foundation account of which Niraj S. Shah is an Account Stakeholder.
Date of Notice	02/23/2026
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/ Joshua Schmitt, 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)