[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (symbol W) insiders have filed a Form 144 indicating an intent to sell additional shares. Co-founder and CEO Niraj S. Shah, together with the Shah Charitable Foundation, plans to dispose of 30,000 Class A shares through Fidelity Brokerage Services on or about 20 June 2025. The filing lists an aggregate market value of approximately $1.48 million, based on recent market prices, and notes that Wayfair has 103.66 million shares outstanding; the proposed sale therefore represents roughly 0.03 % of the float.

The notice follows a series of insider sales over the past three months totaling 102,000 shares for gross proceeds of about $4.08 million. Those transactions include multiple sales by Niraj Shah (roughly 90,000 shares) and the Foundation (12,000 shares) during April–June 2025. Under Rule 144, these historical sales must be aggregated with the new proposed sale when assessing volume limits.

No new material information about Wayfair’s operations, earnings, or strategy is disclosed. The signatory affirms that he is not in possession of undisclosed material adverse information and, if relying on a 10b5-1 plan, that it was adopted as required. While the dollar amount is modest relative to market capitalization, continued insider selling—especially by the CEO—may attract investor scrutiny regarding management’s confidence and near-term share-price expectations.

Insights

Securities Analyst

TL;DR: CEO plans new 30k-share sale after 102k prior sales; signals mild insider supply but small vs. float.

Rule 144 limits allow insiders to systematically dispose of shares. The incremental 30,000-share notice equates to just 0.03 % of outstanding stock and should not materially affect daily liquidity. However, the pattern—over 130 k shares planned/sold in one calendar quarter—could weigh on sentiment, particularly given Wayfair’s volatile trading history. No operational data accompany the filing, so valuation impact hinges on investor perception of insider confidence rather than fundamentals.

Corporate Governance Expert

TL;DR: Repeated CEO sales raise optics concerns, yet filing complies with Rule 144 safeguards.

From a governance lens, transparent advance notice and 10b5-1 reference mitigate legal risk. Volume remains within Rule 144 thresholds (<1 % every 3 months). Nonetheless, back-to-back disposals by the chief executive may be interpreted as opportunistic profit-taking, potentially clashing with shareholder alignment narratives. Boards often pre-empt such optics by disclosing rationale (tax, diversification), which is absent here.

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	30000	1482829.96	103657178	06/20/2025	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			30000	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	04/10/2025	4000	111200.00
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

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

How many Wayfair (W) shares does the CEO plan to sell under this Form 144?

The filing covers 30,000 Class A shares worth roughly $1.48 million.

When is the planned sale date for the 30,000 Wayfair shares?

The approximate sale date disclosed is 20 June 2025.

How many shares have insiders sold in the last three months?

Insiders, primarily Niraj Shah and the Shah Charitable Foundation, have sold about 102,000 shares since April 2025.

What percentage of Wayfair’s outstanding shares does the proposed sale represent?

Roughly 0.03 % of the 103.66 million shares outstanding.

Which broker is handling the proposed Wayfair share sale?

Fidelity Brokerage Services LLC, Smithfield, RI is listed as the executing broker.

Does the filing mention a Rule 10b5-1 trading plan?

Yes, the signatory affirms compliance if relying on a Rule 10b5-1 plan, though the adoption date is not specified.