[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Filing: Form 144 filed for Wayfair Inc. (W) reporting a proposed sale of 7,836 Class A shares through Fidelity Brokerage Services LLC with an aggregate market value of $603,564.24. The sale is scheduled approximately for 08/06/2025 on the NYSE and the issuer’s outstanding Class A shares are listed as 105,002,641 in the form.

Background and recent activity: The securities to be sold were acquired as Founder Shares on 01/01/2002 from the issuer and noted as compensation. The filing also discloses 13 transactions by Niraj S. Shah and Shah Charitable Foundation dated 05/12/2025 through 08/05/2025 listing individual sale amounts and gross proceeds as shown in the table of the filing.

Positive

• Transparent disclosure of a proposed sale and detailed history of recent dispositions by the filer and related foundation
• Filer attests (signature language) that no material nonpublic information is known as of the notice

Negative

• Extensive recent dispositions are listed in the filing (multiple transactions between 05/12/2025 and 08/05/2025) which may indicate significant monetization by the filer or related foundation
• Large single transactions in the table include a 07/01/2025 sale of 179,707 shares for $9,449,742.63 as reported in the filing

Insights

Financial Analyst

TL;DR: Multiple insider dispositions disclosed; proposed sale is documented and follows substantial recent transactions reported in the filing.

The filing documents a proposed sale of 7,836 Class A shares (aggregate market value $603,564.24) to be executed via Fidelity on 08/06/2025. The filer states the shares were acquired as founders shares on 01/01/2002 and paid as compensation. The form includes a table of 13 prior sales by Niraj S. Shah and Shah Charitable Foundation with dates and gross proceeds reported in the filing. No operational, financial performance, or forward guidance data is included in this Form 144; it is a disclosure of intended and past securities dispositions only.

Corporate Governance Expert

TL;DR: Founder-related share sales and trustee transactions are disclosed; the signer affirms no undisclosed material information.

The Form 144 shows the securities were originally acquired as founders shares and lists multiple sales by both an individual and a charitable foundation. The form contains the standard attestation that the person for whose account the securities are to be sold does not possess material nonpublic information, and it references Rule 10b5-1 procedures where applicable. This filing is governance-related transparency about insider and related-party selling; it does not include corporate operational disclosures.

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	7836	603564.24	105002641	08/06/2025	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			7836	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

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 the Wayfair (W) Form 144 disclose?

The filing discloses a proposed sale of 7,836 Class A shares (aggregate market value $603,564.24) to be executed on 08/06/2025 on the NYSE, and lists prior sales by Niraj S. Shah and Shah Charitable Foundation.

Who acquired the shares being sold according to the Form 144?

The filing states the 7,836 Class A shares were acquired as Founders Shares on 01/01/2002 from the issuer and the nature of payment is listed as compensation.

Does the Form 144 list prior insider sales for Wayfair (W)?

Yes. The form includes a table of 13 transactions dated from 05/12/2025 through 08/05/2025 showing sellers (Niraj S. Shah and Shah Charitable Foundation), amounts sold, and gross proceeds.

What exchange will the proposed sale be executed on?

The filing shows the proposed sale is to be executed on the NYSE via Fidelity Brokerage Services LLC.

Does the filer confirm possession of material nonpublic information?

By signing the notice the person for whose account the securities are to be sold represents they do not know any material adverse information about the issuer that has not been publicly disclosed.