W Form 144: Proposed sale of 5,000 Class A shares ($392,100)

Rhea-AI Filing Summary

Wayfair Inc. filing a Form 144 notifies a proposed sale of 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $392,100, planned for 10/10/2025. The reported shares were originally acquired as Founders Shares on 01/01/2002 and were paid as compensation. The filing also discloses insider sales during the prior three months totaling 477,000 Class A shares for gross proceeds of approximately $36,775,585.53, executed by Niraj S. Shah and Shah Charitable Foundation on multiple dates between 07/10/2025 and 09/22/2025. The notice includes the required representation that the seller does not possess undisclosed material adverse information.

Positive

• Proceeds reported are fully disclosed: $36,775,585.53 from recent insider sales
• Proposed sale is being processed through an institutional broker (Fidelity), indicating standard market execution

Negative

• Large insider selling of 477,000 shares in the last three months (≈$36.78M) could be viewed as material by investors
• Concentrated sales were executed over multiple dates by the same insider and affiliated foundation, which may increase perceived supply pressure

Insights

Corporate Governance Analyst

Large insider disposals over three months; planned small sale notified.

The filings show cumulative insider sales of 477,000 shares for about $36.78M, followed by a proposed single transaction of 5,000 shares on 10/10/2025. Such patterns can reflect liquidity needs or tax/charitable planning rather than operational concerns, but the scale is material relative to a single insider's activity.

Risks include investor sensitivity to concentrated selling by insiders; watch if additional Form 144 filings appear over the next 30–90 days and any company disclosures addressing insider transactions.

Equity Markets Analyst

Marketable block sales generated substantial proceeds across summer months.

The listed trades were executed through the NYSE via a registered broker and produced aggregate proceeds near $36.8M, indicating these were executed in public markets at disclosed prices. Execution through an institutional broker suggests standard market liquidity rather than private placements.

Monitor trading volumes and share price impact around the disclosed sale dates; short-term price pressure is most likely within the days of large block sales already reported.

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	5000	392100.00	105002641	10/10/2025	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			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	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
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/07/2025	17742	1371282.94
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/11/2025	4000	288440.00
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	08/12/2025	1000	75000.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/13/2025	199422	15633884.49
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	08/20/2025	85000	6806096.92
Shah Charitable Foundation 4 Copley Place Boston MA 02116	Class A	09/10/2025	5000	430750.00
Niraj S. Shah 4 Copley Place Boston MA 02116	Class A	09/22/2025	85000	7377073.54

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

What does Wayfair's (W) Form 144 notify?

The Form 144 notifies a proposed sale of 5,000 Class A shares via Fidelity with an aggregate market value of $392,100 planned for 10/10/2025.

How many shares were sold by insiders in the past three months for Wayfair (W)?

Insiders reported sales totaling 477,000 Class A shares between 07/10/2025 and 09/22/2025.

What were the gross proceeds from the insider sales?

The aggregated gross proceeds from the disclosed insider sales equal approximately $36,775,585.53.

Who executed the recent insider sales?

The sales were reported by Niraj S. Shah and Shah Charitable Foundation, executed through the NYSE and listed broker was Fidelity Brokerage Services LLC.

When were the sold shares originally acquired?

The 5,000 shares in the proposed sale were acquired as Founders Shares on 01/01/2002 and the payment nature is listed as compensation.