[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

This Form 144 filing for Wayfair Inc. (symbol W) discloses an intended sale of 4,000 Class A shares through Fidelity Brokerage Services on 10 July 2025. At the filing’s stated aggregate market value of $227,840, the implied price is roughly $56.96 per share. The notice indicates the shares were originally acquired on 1 January 2002 as founders’ shares received as compensation.

The filing also itemises insider transactions executed during the prior three-month look-back period required by Rule 144. Between 10 April 2025 and 2 July 2025, Niraj S. Shah and the Shah Charitable Foundation collectively sold approximately 342,000 Class A shares in eleven separate trades, realising aggregate gross proceeds of more than $16.0 million (individual proceeds are listed, total not explicitly provided in the document). The largest single transaction was a 179,707-share sale on 1 July 2025 for $9.45 million.

Rule 144 filings signal potential insider activity but do not guarantee that the planned sale will occur. Nonetheless, the consistent pattern of sizeable disposals by the same affiliated parties—coupled with this new 4,000-share notice—may be interpreted by investors as a continuation of insider selling pressure on Wayfair’s float.

Positive

• None.

Negative

• Approximately 342,000 Class A shares sold by associated insiders during the last three months, indicating sustained insider selling.
• New 4,000-share sale planned for 10 July 2025 adds to potential supply overhang.
• No disclosed insider purchases or rationale to offset negative signalling effect.

Insights

Financial Analyst

TL;DR Persistent insider sales totalling 342k shares plus a new 4k-share notice suggest continued selling pressure and could weigh on sentiment.

Form 144 shows a fresh intent to sell 4,000 Wayfair Class A shares on 10 July 2025. Although numerically small, the filing follows a notable series of insider disposals: 11 trades over the prior quarter amounting to roughly 342,000 shares and $16 million in proceeds. Rule 144 only provides advance notice, so actual execution is not certain, but the pattern is material for liquidity and signalling. Repeated sales by the same insiders typically raise questions about management’s view of valuation and may cap near-term upside. No offsetting insider purchases or corporate events are disclosed, tilting the disclosure negative.

Corporate Governance Specialist

TL;DR Filing highlights concentration of insider selling; governance watchers may flag potential misalignment with long-term shareholders.

The document identifies Niraj S. Shah and the Shah Charitable Foundation as repeat sellers. Over three months they liquidated substantial holdings—up to 179,707 shares in a single day—followed by this planned 4,000-share transaction. While Rule 144 compliance appears proper, sustained liquidation without disclosed 10b5-1 plan dates could raise perception risk. Investors may question whether cash-out motives are dominating over long-term value creation. No mitigating information—such as re-investment signals or strategic rationale—is provided. The governance impact is therefore assessed as negative.

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	227840.00	103657178	07/10/2025	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	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
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

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 are covered by this Form 144 notice?

The filing covers a proposed sale of 4,000 Class A shares.

When is the planned sale of Wayfair shares expected to occur?

The approximate sale date listed is 07/10/2025.

What insider selling activity is disclosed for the past three months?

Insiders Niraj S. Shah and the Shah Charitable Foundation sold about 342,000 shares in 11 transactions between April 10 and July 2 2025.

What is the aggregate market value of the shares in this specific Form 144 filing?

The 4,000 shares have an aggregate market value of $227,840.

Which broker is handling the proposed Wayfair share sale?

The shares are to be sold through Fidelity Brokerage Services LLC, Smithfield, RI.

Were the shares being sold acquired through open-market purchases?

No. They were acquired as founders’ shares on 01/01/2002 as compensation.