[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (W) submitted a Form 144 proposing the sale of 4,000 Class A shares through Fidelity Brokerage Services, with an aggregate market value of $288,440 and an approximate sale date of 08/11/2025. The filing shows 105,002,641 Class A shares outstanding and notes the 4,000 shares were acquired as Founders Shares on 01/01/2002 with payment characterized as compensation. The filing also lists detailed recent dispositions: affiliated sellers (Niraj S. Shah and Shah Charitable Foundation) reported selling 435,578 Class A shares from May–August 2025, generating $22,668,964.30 in gross proceeds. The form includes the standard signature representation about absence of undisclosed material information.

Insights

Financial Analyst

TL;DR: Multiple large affiliate/insider sales are disclosed; the Form 144 proposes a small additional sale of 4,000 Class A shares.

The filing explicitly records a proposed sale of 4,000 Class A shares through Fidelity with an aggregate market value of $288,440 and lists the securities as originally acquired as Founders Shares on 01/01/2002. The schedule of recent dispositions shows 435,578 shares sold between May and August 2025 by Niraj S. Shah and Shah Charitable Foundation, producing $22,668,964.30 in gross proceeds. These figures are factual disclosures of transactions and do not include forward-looking commentary or reasons for sales.

Corporate Governance Expert

TL;DR: The Form 144 provides required disclosure of planned and recent affiliate sales, enhancing transparency about insider transactions.

The document shows the person for whose account the sale is proposed represents there is no undisclosed material information. It details the broker (Fidelity Brokerage Services LLC), the approximate sale date (08/11/2025), and the issuers outstanding share count (105,002,641). The filing and included historical sale records by affiliated parties meet disclosure requirements; the record is procedural and factual rather than explanatory about motives or company operations.

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	4000	288440.00	105002641	08/11/2025	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			4000	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	05/12/2025	4000	152000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/12/2025	9527	381415.80
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/13/2025	5725	229565.57
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	05/14/2025	2258	90332.70
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

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 disclose?

The Form 144 discloses a proposed sale of 4,000 Class A shares through Fidelity with an aggregate market value of $288,440 and lists recent affiliated sales.

Who sold Wayfair (W) shares in the past three months according to the filing?

Niraj S. Shah and the Shah Charitable Foundation are listed as sellers with multiple dispositions from MayAugust 2025.

How many Wayfair (W) Class A shares were reported sold May–Aug 2025?

The filing lists a total of 435,578 Class A shares sold during MayAugust 2025.

What were the gross proceeds from the recent Wayfair (W) sales listed?

Gross proceeds reported for the listed dispositions total $22,668,964.30.

When were the 4,000 shares to be sold originally acquired?

The 4,000 shares were acquired as Founders Shares on 01/01/2002 and payment is recorded as compensation.