[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. Form 144 notice: The filing notifies a proposed sale of 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $430,750, slated for 09/10/2025 on the NYSE. The shares were acquired as founders' shares on 01/01/2002 and the stated payment was compensation. The filing also discloses numerous prior sales by related parties during the past three months, including large Class A dispositions on 07/01/2025 (180,943 shares) and 08/13/2025 (199,473 shares), as well as multiple other sales totaling hundreds of thousands of shares. The notice includes the required representation that the seller is not aware of undisclosed material adverse information.

Positive

• Shares were acquired as founders' shares on 01/01/2002, indicating long-term holding history by the seller

Negative

• Multiple large insider sales reported in the past three months, including 199,473 and 180,943 share dispositions
• Concentrated selling activity by related parties (Steven K. Conine and Conine Family Foundation) could increase share supply and be perceived negatively by investors

Insights

Securities Analyst

TL;DR: Insider selling is substantial and may pressure supply; transaction is a small proposed lot relative to recent disposals.

The filing reports a proposed sale of 5,000 Class A shares valued at $430,750 executed through a broker on 09/10/2025. While the proposed sale itself is modest, the schedule of transactions shows large related-party dispositions this quarter, including sales of 180,943 and 199,473 shares on 07/01/2025 and 08/13/2025 respectively, and several other multi-thousand-share sales. For investors, clustered insider sales of this magnitude can increase share supply and may reflect liquidity needs or portfolio rebalancing by insiders. The seller acquired the shares as founders' shares in 2002, which indicates long-term ownership but does not explain the recent concentrated sell-off.

Corporate Governance Expert

TL;DR: Multiple large insider sales are governance-relevant and warrant attention to insider intent and disclosure consistency.

The Form 144 compliance elements appear present: broker, share class, acquisition history (founders' shares, 01/01/2002), and representation regarding material non-public information. The chronology of many sales by the same family and individual across June-August 2025 is notable from a governance perspective, as concentrated disposals by officers or major holders can raise questions about succession of holdings, planned transfers, or tax/liquidity events. The filing itself does not provide explanatory remarks beyond the standard certification.

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	430750.00	105002641	09/10/2025	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
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
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	08/11/2025	4000	288440.00
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	08/12/2025	1000	75000.00
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	08/13/2025	199473	15637743.32
Steven K. Conine 4 Copley Place Boston MA 02116	Class A	08/20/2025	85000	6806041.84

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 filed here report?

The notice reports a proposed sale of 5,000 Class A shares through Fidelity with an aggregate market value of $430,750, expected on 09/10/2025.

Who originally acquired the shares being sold according to the filing?

The filing states the shares were acquired as founders' shares on 01/01/2002 from the issuer, with payment recorded as compensation.

Have related parties sold other Wayfair (W) shares recently?

Yes. The filing lists multiple sales in the past three months by Steven K. Conine and the Conine Family Foundation, including large sales on 07/01/2025 (180,943 shares) and 08/13/2025 (199,473 shares).

Which broker is handling the proposed sale?

The proposed sale is through Fidelity Brokerage Services LLC at 900 Salem Street, Smithfield RI.

Does the filing assert the seller has undisclosed material information?

The seller represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.