Form 144: Planned Sale of 5,000 Class A Shares

A shareholder has filed a Rule 144 notice to sell 5,000 Class A shares.

Rhea-AI Filing Summary

A shareholder has filed a Rule 144 notice to sell 5,000 Class A shares. The shares are to be sold through Fidelity Brokerage Services on the NYSE, with an approximate sale date of 02/10/2026. The aggregate market value of this proposed sale is $462,750 based on the price used in the notice, and 106,879,786 Class A shares are reported as outstanding.

The 5,000 shares were originally acquired on 01/01/2002 as founder shares from the issuer, received as compensation. The notice also lists prior sales in the past three months by the same holder group, including sales by Niraj S. Shah and the Shah Charitable Foundation, such as 150,000 Class A shares sold on 11/24/2025 for $15,886,889.60 and 150,000 shares sold on 01/23/2026 for $16,330,605.61. By signing, the seller represents they do not know of any undisclosed material adverse information about the issuer.

FAQ

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

What does this Form 144 filing for symbol W disclose?

The filing discloses a planned sale of 5,000 Class A shares under Rule 144. The shares are to be sold on the NYSE through Fidelity Brokerage Services, with an approximate sale date of February 10, 2026 and an indicated market value of $462,750.

How many Class A shares are planned for sale in this W Form 144?

The notice covers a proposed sale of 5,000 Class A shares. These shares were originally acquired as founder shares in 2002 as compensation from the issuer, and are planned to be sold through Fidelity Brokerage Services on the NYSE under Rule 144.

What prior share sales are listed in the past three months for W?

The notice lists several prior Class A share sales in the last three months. Examples include 150,000 shares sold by Niraj S. Shah on November 24, 2025 for $15,886,889.60 and 150,000 shares sold on January 23, 2026 for $16,330,605.61.

Who are the selling parties mentioned in this W Rule 144 notice?

The selling parties mentioned include Niraj S. Shah and the Shah Charitable Foundation. Both are listed in the table of securities sold during the past three months, each with multiple Class A share sales and disclosed gross proceeds for those transactions.

What were the terms of acquisition for the 5,000 W Class A shares?

The 5,000 Class A shares to be sold were acquired on January 1, 2002 as founder shares. They were received from the issuer as compensation, with the date of payment matching the acquisition date, indicating a non-cash compensation-based acquisition.

What representation does the seller make in this W Form 144?

By signing, the seller represents they do not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed. This representation also applies at the time of adopting any Rule 10b5-1 trading plan or instruction, if used.

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Accepted by SEC EDGAR 02/10/2026 - 10:49 AM EST 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	5000	462750.00	106879786	02/10/2026	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			5000	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	11/10/2025	6000	647640.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	11/24/2025	150000	15886889.60
Shah Charitable Foundation 4 Copley Place Boston MA 02216	Class A	12/10/2025	5000	470500.00
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	12/11/2025	1000	100000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	12/23/2025	120000	12033247.33
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	12/26/2025	30000	3069663.79
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	01/12/2026	6000	686280.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	01/23/2026	150000	16330605.61

144: Remarks and Signature

Remarks	Today's sale and the sales on 11/10/2025, 12/10/2025, 12/11/2025, and 01/12/2026 occurred in the Shah Charitable Foundation account of which Niraj S. Shah is an Account Stakeholder.
Date of Notice	02/10/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	08/07/2025
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/ Gary Redman, 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)