[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

This Form 144 for Wayfair (W) notifies a proposed sale of 4,000 Class A shares through Fidelity Brokerage on the NYSE with an aggregate market value of $288,440.00. The filing shows 105,002,641 shares outstanding, and states the 4,000 shares were acquired as Founders Shares on 01/01/2002 from the issuer as compensation.

The filing also lists multiple recent dispositions by Steven K. Conine and the Conine Family Foundation between 05/12/2025 and 08/07/2025, including sizeable sales such as 180,943 shares on 07/01/2025 for $9,514,411.03 and 73,095 shares on 05/27/2025 for $2,952,812.66. The filer certifies they do not possess undisclosed material adverse information.

Positive

• None.

Negative

• Proposed sale of 4,000 Class A shares with aggregate market value $288,440.00 (to be sold via Fidelity on NYSE).
• Multiple large insider sales by Steven K. Conine and Conine Family Foundation between 05/12/2025 and 08/07/2025, including material proceeds.
• Notable single large disposition: 180,943 shares sold on 07/01/2025 for $9,514,411.03.
• Company outstanding share count disclosed: 105,002,641 shares (provides scale for insider activity).

Insights

Financial Analyst

TL;DR: Multiple large insider dispositions in 2025; proposed 4,000-share sale adds to notable founder selling activity.

The list of recent sales by Steven K. Conine and the Conine Family Foundation shows repeated, material dispositions between May and August 2025, with individual transactions reaching multimillion-dollar proceeds (for example, 180,943 shares for $9,514,411.03). The current Form 144 proposes an additional sale of 4,000 Class A shares valued at $288,440.00. For investors, clustered insider sales of this size are a material disclosure that can affect perceptions of insider liquidity needs or portfolio rebalancing; the filing itself provides transaction-level transparency but offers no explanation for the pattern of sales.

Corporate Governance Expert

TL;DR: Filing documents compliant disclosures under Rule 144 but highlights concentrated insider sales over a short period.

The Form 144 documents acquisition history (Founders Shares dated 01/01/2002) and discloses multiple executed sales across brokerage channels with specific dates and gross proceeds. The filer makes the required certification about lack of undisclosed material adverse information, which is standard under Rule 144 filings. While procedurally consistent, the recurrence and scale of sales by a named insider and a family foundation are governance-relevant and warrant attention to related-party and lock-up considerations described publicly elsewhere by the issuer.

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	288440.00	105002641	08/11/2025	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
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
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	07/01/2025	180943	9514411.03
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	07/02/2025	7094	391670.37
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	07/10/2025	4000	227840.00
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	07/21/2025	60000	3361504.40
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	08/05/2025	8000	600000.00
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	08/06/2025	7775	598825.18
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	08/07/2025	17752	1372129.91

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 the Form 144 filed for Wayfair (W) propose?

The Form 144 proposes the sale of 4,000 Class A shares through Fidelity Brokerage with an aggregate market value of $288,440.00 on the NYSE.

Who are the named sellers in the recent transactions listed in the filing?

The filing lists Steven K. Conine and the Conine Family Foundation as sellers in multiple transactions between May and August 2025.

What large insider sales are disclosed in the filing?

Examples include 180,943 shares on 07/01/2025 for $9,514,411.03 and 73,095 shares on 05/27/2025 for $2,952,812.66.

When and how were the 4,000 shares being offered acquired?

The 4,000 shares were acquired as Founders Shares on 01/01/2002 from the issuer, with the filing indicating compensation as the nature of payment.

Does the filer make any representations about material information?

Yes, the person for whose account the securities are to be sold represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.