[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (NYSE: W) CEO Niraj S. Shah filed Form 144 to sell 17,742 Class A shares worth about $1.37 million via Fidelity Brokerage, targeting on or after 08 Aug 2025. The block equals roughly 0.02 % of the 105.0 million shares outstanding and stems from founder shares acquired in 2002.

The filing lists prior insider activity: Shah and the Shah Charitable Foundation disposed of an estimated 417,836 shares over the past three months, generating gross proceeds above $22 million, highlighted by a 179,707-share sale on 01 Jul 2025. No insider purchases were reported.

While the upcoming 17.7 k-share sale is immaterial to float, the continued volume from the CEO can signal waning insider confidence and may contribute to supply overhang. The notice affirms the insider possesses no undisclosed adverse information; it does not affect current guidance or operations but remains a sentiment datapoint for investors tracking insider behavior.

Positive

• Transparent disclosure: CEO filed Form 144 in advance, providing investors clear notice of intent.
• Immaterial float impact: 17,742 shares equal only 0.02 % of outstanding Class A stock.

Negative

• Heavy cumulative insider selling: ~418 k shares sold in three months signals potential reduced insider confidence.
• Supply overhang risk: Continued CEO sales could pressure share price and investor sentiment.

Insights

Securities Analyst

TL;DR: CEO’s small sale is routine, but cumulative 418 k shares in 3 months raises bearish sentiment.

Form 144 alone covers 17,742 shares—negligible at 0.02 % of float. However, aggregating recent transactions shows Shah has monetized >$22 million since May, suggesting persistent liquidity seeking. Frequent insider selling from a founder-CEO often correlates with subdued near-term share performance as additional supply pressures the market and questions insider conviction. I view the pattern as moderately negative for sentiment, though not a fundamental red flag.

Corporate Governance Expert

TL;DR: Disclosure is compliant; sale size minor, but pace warrants monitoring for governance optics.

The filing fulfills Rule 144 transparency and asserts no undisclosed adverse information. A one-off 17.7 k-share disposition is governance-neutral, yet repeated sales could erode shareholder trust if perceived as opportunistic. Boards typically balance executive diversification with alignment; ongoing sizeable sales may invite calls for refreshed ownership guidelines or clearer communication around trading plans.

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	17742	1371282.94	105002641	08/07/2025	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			17742	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
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/06/2025	7836	603564.24

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 CEO Niraj S. Shah plan to sell under this Form 144?

17,742 Class A shares.

What is the estimated market value of the proposed Wayfair share sale?

Approximately $1.37 million based on the filing.

What percentage of Wayfair’s outstanding shares does 17,742 shares represent?

Roughly 0.02 % of the 105,002,641 shares outstanding.

How many Wayfair shares has Shah sold in the past three months?

About 417,836 shares for gross proceeds exceeding $22 million.

When is the earliest date the shares can be sold under this Form 144?

08 Aug 2025, as indicated in the filing.

Which broker is handling the planned Wayfair share sale?

Fidelity Brokerage Services LLC.