Wayfair Niraj S. Shah proposes $12.0M share sale

Available on EDGAR 11/12/2026 - 04:22 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:21 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Wayfair Inc. (W) officer and director Niraj S. Shah submitted notice of a proposed sale of 108,000 Class A shares, with an aggregate market value of $12,048,597.09 and an approximate sale date of November 12, 2026. The notice lists 115,862,125 Class A shares outstanding and identifies NYSE as the exchange.

The shares are identified as founders shares acquired from the issuer on January 1, 2002, with compensation listed as the nature of payment. The notice records May 5, 2026 as the date of plan adoption or giving of instruction in its Rule 10b5-1 field.

Key Figures

Proposed sale: 108,000 Class A shares Aggregate market value: $12,048,597.09 Class A shares outstanding: 115,862,125 shares +1 more

4 metrics

Proposed sale 108,000 Class A shares Approximate sale date November 12, 2026

Aggregate market value $12,048,597.09 Proposed Class A share sale

Class A shares outstanding 115,862,125 shares As listed in the notice

Plan adoption or instruction date May 5, 2026 Date shown in the field applicable if relying on Rule 10b5-1

Key Terms

Rule 10b5-1, Founders Shares

2 terms

Rule 10b5-1 regulatory

"If Relying on Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Founders Shares financial

"Nature of Acquisition Transaction: Founders Shares"

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.

FAQ

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

How many Wayfair (W) shares does Niraj S. Shah propose to sell?

Niraj S. Shah's notice covers a proposed sale of 108,000 Class A shares. The approximate sale date listed is November 12, 2026.

What is the stated value of Niraj S. Shah's proposed Wayfair (W) share sale?

The notice gives an aggregate market value of $12,048,597.09 for the proposed 108,000 Class A shares, with an approximate sale date of November 12, 2026.

What date does the Wayfair (W) notice give for a Rule 10b5-1 plan or instruction?

It lists May 5, 2026 as the date of plan adoption or giving of instruction in the field that applies if relying on Rule 10b5-1.

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	108000	12048597.09	115862125	11/12/2026	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			108000	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	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
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	11/04/2026	10000	1250000.00
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	11/10/2026	6000	685200.00

144: Remarks and Signature

Remarks	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	11/12/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/05/2026
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/ Jessica Spraker, 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)