Wayfair insider Shah plans $7.1M stock sale

Wayfair Inc. (W) disclosed that Niraj S. Shah has filed a Form 144 indicating an intent to sell 69,000 Class A shares of Wayfair through Fidelity Brokerage Services LLC under Rule 144.

Rhea-AI Filing Summary

Wayfair Inc. (W) disclosed that Niraj S. Shah has filed a Form 144 indicating an intent to sell 69,000 Class A shares of Wayfair through Fidelity Brokerage Services LLC under Rule 144. The planned sale has an aggregate market value of $7,131,396.82, with 115,990,166 shares of this class outstanding. The shares to be sold are described as Founders Shares acquired from the issuer on January 1, 2002 as compensation. Over the past three months, related accounts, including the Shah Charitable Foundation, reported several other Rule 144 sales of Wayfair Class A shares.

Key Figures

Planned shares to be sold: 69,000 shares Aggregate market value of planned sale: $7,131,396.82 Class A shares outstanding: 115,990,166 shares +5 more

8 metrics

Planned shares to be sold 69,000 shares Class A shares covered by the Form 144 notice

Aggregate market value of planned sale $7,131,396.82 Value of 69,000 Class A shares listed in securities information

Class A shares outstanding 115,990,166 shares Outstanding Class A shares referenced in Form 144

Shah Charitable Foundation sale on July 10, 2026 5,000 shares for $455,950.00 Class A shares sold in one past 3‑month transaction

Shah Charitable Foundation sale on August 4, 2026 6,000 shares for $669,780.00 Class A shares sold in one past 3‑month transaction

Shah Charitable Foundation sale on August 10, 2026 6,000 shares for $636,000.00 Class A shares sold in one past 3‑month transaction

Niraj S. Shah sale on August 12, 2026 69,000 shares for $7,132,043.39 Class A shares sold in past 3‑month section

Shah Charitable Foundation sale on September 10, 2026 5,000 shares for $490,400.00 Class A shares sold in one past 3‑month transaction

Key Terms

Rule 144, Founders Shares, aggregate market value, attorney-in-fact, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in 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

"Class A | 01/01/2002 | 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.

aggregate market value financial

"Class A | Fidelity Brokerage Services LLC ... | 69000 | 7131396.82"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

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.

Class A financial

"Class A | Fidelity Brokerage Services LLC ..."

Class A denotes a specific group of a company’s shares that carry a particular set of rights—most commonly different voting power or dividend priority compared with other share classes. Think of it like different seats on a bus where some seats let you steer and others only ride: knowing whether a share is Class A tells investors how much influence they have over company decisions and how returns might be distributed, which affects control and value.

FAQ

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

What does the Form 144 filing for Wayfair Inc. (W) disclose?

It discloses that Niraj S. Shah plans to sell 69,000 Class A shares of Wayfair Inc. under Rule 144, through Fidelity Brokerage Services LLC, with an indicated aggregate market value of $7,131,396.82 and 115,990,166 shares of this class outstanding.

How many Wayfair (W) shares are planned to be sold and what is their value?

The notice covers a proposed sale of 69,000 Class A shares of Wayfair Inc., with an indicated aggregate market value of $7,131,396.82, as set out in the Form 144 securities information table.

When were the Wayfair (W) shares to be sold by Niraj S. Shah originally acquired?

The 69,000 Class A shares to be sold are described as Founders Shares, acquired from the issuer as compensation on January 1, 2002, according to the Form 144 disclosure.

What recent sales of Wayfair (W) shares are listed for the Shah Charitable Foundation?

The Shah Charitable Foundation is listed as selling 5,000 shares on July 10, 2026, 6,000 on August 4, 2026, 6,000 on August 10, 2026, and 5,000 on September 10, 2026, with reported dollar amounts for each transaction.

What Wayfair (W) share sale is reported directly for Niraj S. Shah in the past three months?

The past three months’ sales section lists Niraj S. Shah as selling 69,000 Class A shares on August 12, 2026, for a reported total of $7,132,043.39.

What does Rule 144 mean in the context of the Wayfair (W) filing?

Rule 144 is the SEC rule under which the notice is filed. The form states that information is given for the person on whose account the securities are to be sold and for other persons whose sales must be aggregated under paragraph (e) of Rule 144.

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

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Available on EDGAR 09/14/2026 - 04:40 PM Accepted by SEC EDGAR 09/14/2026 - 04:34 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	69000	7131396.82	115990166	09/14/2026	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			69000	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	07/10/2026	5000	455950.00
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

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	09/14/2026
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/ Jared Cook, 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)