Wayfair: Shah foundation proposes $1.25M share sale

The notice attributes the proposed sale and sales during the prior 90 days to the Shah Charitable Foundation's account.

Available on EDGAR 11/04/2026 - 02:05 PM EST Accepted by SEC EDGAR 11/04/2026 - 02:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Wayfair Inc. (W) has a Rule 144 notice for the proposed sale of 10,000 Class A shares on November 4, 2026, with an aggregate market value of $1,250,000. Fidelity Brokerage Services LLC and NYSE are listed in the sale information. The notice identifies Niraj S. Shah as an officer and director; its remarks say the proposed sale and sales in the prior 90 days occurred in the Shah Charitable Foundation's account, with Shah as an account stakeholder.

Key Figures

Shares in proposed sale: 10,000 Class A shares Aggregate market value of proposed sale: $1,250,000 Shares listed in October 15, 2026 sale entry: 117,000 Class A shares +1 more

4 metrics

Shares in proposed sale 10,000 Class A shares Proposed sale listed for November 4, 2026

Aggregate market value of proposed sale $1,250,000 Proposed sale listed for November 4, 2026

Shares listed in October 15, 2026 sale entry 117,000 Class A shares Past-three-month sales table

Value listed in October 15, 2026 sale entry $13,016,169.18 Past-three-month sales table

Key Terms

Rule 144, Founders Shares, attorney-in-fact

3 terms

Rule 144 regulatory

"paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Founders Shares financial

"Founders Shares | Issuer"

Founders shares are a special block of a company’s stock originally given to the people who started the business; they often carry extra voting power or favorable terms compared with regular shares. For investors, these shares matter because they concentrate control and influence how future funding, ownership dilution, and decision-making will play out—think of founders shares as the steering wheel that can steer a company’s direction even as more passengers (investors) climb aboard.

attorney-in-fact regulatory

"as attorney-in-fact for Niraj S. Shah"

An attorney-in-fact is the person or entity given legal authority through a power of attorney to act on behalf of another for specific tasks, such as signing documents, voting shares, or handling transactions. For investors, this matters because it lets a trusted representative make timely decisions or complete paperwork when the owner cannot, much like handing keys to someone to run errands on your behalf—so checks on scope and limits of that authority are important.

FAQ

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

How many Wayfair (W) shares are covered by the proposed sale?

The notice lists a proposed sale of 10,000 Class A shares on November 4, 2026, with an aggregate market value of $1,250,000. Its remarks say the sale was in the Shah Charitable Foundation's account, of which Niraj S. Shah is an account stakeholder.

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

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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	10000	1250000.00	115990166	11/04/2026	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			10000	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	08/04/2026	6000	669780.00
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/10/2026	6000	636000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/12/2026	69000	7132043.39
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	09/10/2026	5000	490400.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	09/14/2026	69000	7131396.82
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	09/14/2026	1000	100000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	10/12/2026	69000	7296885.72
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	10/12/2026	6000	625320.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	10/15/2026	117000	13016169.18

144: Remarks and Signature

Remarks	Today's sale and sales in past 90 days occurred in the account of the Shah Charitable Foundation of which Niraj S. Shah is an Account Stakeholder.
Date of Notice	11/04/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	08/07/2025
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/Wade Moss, 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)