[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (symbol W) has filed a Form 144 indicating the intention to sell 180,943 Class A shares through Fidelity Brokerage Services on or about 01 July 2025. The shares carry an aggregate market value of $9.51 million and represent roughly 0.17 % of the company’s 103.66 million shares outstanding.

The shares were originally acquired on 01 January 2002 as “Founder Shares” received as compensation. Within the past three months, related parties named in the filing—Steven K. Conine and the Conine Family Foundation—have already sold 153,963 shares for total gross proceeds of approximately $6.71 million.

• Proposed sale class: Class A
• Broker: Fidelity Brokerage Services LLC, Smithfield RI
• Exchange: NYSE
• Planned sale date: 07/01/2025
• Recent insider sales (last 3 months): ~154 k shares

While the dollar amount is sizeable, the percentage of outstanding shares is small, suggesting limited direct dilution. Nonetheless, the continued disposition of shares by founder-linked entities may influence investor sentiment.

Positive

• None.

Negative

• Founder-linked parties intend to sell 180,943 shares valued at $9.51 million after recently divesting ~154 k shares, which could signal reduced insider confidence.

Insights

Securities Analyst

TL;DR – Small (0.17 %) insider sale; minimal dilution, sentiment watch.

The filing covers 180,943 shares worth $9.51 million, only 0.17 % of Wayfair’s float. Liquidity impact is negligible; however, when combined with the 154 k shares sold in the prior three months, the data show consistent selling pressure from founder-linked accounts. Such activity can cap near-term upside, but the volume is far below thresholds that usually trigger mechanical market effects. I classify the event as neutral from a valuation standpoint; investors should monitor for further sales patterns.

Corporate Governance Expert

TL;DR – Ongoing founder sales may raise governance & confidence concerns.

Rule 144 filings give transparency into insider intent. Founder-related parties have liquidated ~154 k shares and now seek to dispose of another 180,943 shares. Although the stake is small in percentage terms, repeated sales can be interpreted as waning long-term commitment. No disclosure of a 10b5-1 plan date is provided, which may draw scrutiny. I view the pattern as a modestly negative governance signal, warranting attention if the cadence persists.

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	180943	9514411.03	103657178	07/01/2025	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			180943	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
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	04/10/2025	4000	111200.00
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	05/12/2025	4000	152000.00
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	05/12/2025	9798	392137.80
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	05/13/2025	4861	195013.71
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	05/14/2025	2246	89857.23
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	05/27/2025	73095	2952812.66
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	06/10/2025	4000	190400.00
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	06/20/2025	30000	1482908.83
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	06/30/2025	21963	1142265.95

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 insiders proposing to sell in the latest Form 144?

The filing covers 180,943 Class A shares.

What is the market value of the shares listed in Wayfair’s Form 144?

The aggregate market value is $9.51 million.

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

Approximately 0.17 % of the 103.66 million shares outstanding.

When is the planned sale date for the 180,943 Wayfair shares?

The approximate sale date noted in the filing is 07/01/2025.

How many Wayfair shares have related parties sold in the past three months?

The filing lists 153,963 shares sold during the last three-month period, generating about $6.71 million in gross proceeds.

Which broker will handle the proposed Wayfair share sale?

Fidelity Brokerage Services LLC, Smithfield, Rhode Island.