[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. Form 144 shows a proposed sale of 85,000 Class A shares through Fidelity Brokerage with an aggregate market value of $6,806,041.84 and an approximate sale date of 08/20/2025 on the NYSE. The shares were acquired as Founders Shares on 01/01/2002 and were recorded as compensation at acquisition.

The filing also lists multiple recent dispositions by Steven K. Conine and the Conine Family Foundation over the past three months, including large sales on 08/13/2025 (199,473 shares; $15,637,743.32) and 07/01/2025 (180,943 shares; $9,514,411.03), indicating substantial insider liquidity activity.

Positive

• Clear disclosure of the class, number of shares (85,000), aggregate market value ($6,806,041.84), broker, and planned sale date (08/20/2025).
• Acquisition history is explicitly stated (Founders Shares dated 01/01/2002), providing provenance of the securities.

Negative

• Substantial insider selling in the prior three months, including large single-day sales (e.g., 199,473 shares for $15,637,743.32 on 08/13/2025), which may be viewed negatively by investors.
• No explanatory detail in the filing about reasons for the sales or any 10b5-1 trading plan adoption date; only the procedural representation is present.

Insights

Securities Analyst

TL;DR: Significant insider selling activity with large recent proceeds; may weigh on near-term investor perception.

The filing documents a proposed 85,000 share sale and extensive prior insider sales by Steven K. Conine and the Conine Family Foundation across multiple dates, with notable proceeds such as $15.6 million on 08/13/2025 and $9.5 million on 07/01/2025. While Form 144 is procedural, the volume and frequency of transactions are material for market liquidity and signaling. No information is provided here about the company’s operational performance or the insider’s reasons for selling.

Corporate Governance Expert

TL;DR: Repeated large sales by an insider/family foundation raise governance and signaling questions for stakeholders.

The schedule shows founder-held shares (acquired 01/01/2002) being sold in sizable tranches through mid-August 2025. Disclosure is complete regarding acquisition origin and sale logistics, but the filing contains no explanation for timing or any trading plan reference. From a governance perspective, transparency is provided but the aggregate insider divestiture is potentially negative for perceived insider conviction.

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	85000	6806041.84	105002641	08/20/2025	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			85000	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
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
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

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 disclose about the proposed sale?

It discloses a proposed sale of 85,000 Class A shares via Fidelity with an aggregate market value of $6,806,041.84 and an approximate sale date of 08/20/2025.

Who is the principal seller named in the Form 144 for Wayfair (W)?

Steven K. Conine and the Conine Family Foundation are listed as sellers in recent transactions; the current filing references shares originating as Founders Shares.

What recent insider sales are reported in the past three months?

Multiple sales by Steven K. Conine and the Conine Family Foundation are reported, including 199,473 shares on 08/13/2025 for $15,637,743.32 and 180,943 shares on 07/01/2025 for $9,514,411.03.

Were the shares being sold originally granted or purchased, according to the filing?

The 85,000 shares were acquired as Founders Shares on 01/01/2002 and the nature of payment at acquisition is listed as compensation.

Does the Form 144 state whether a Rule 10b5-1 plan was used?

No adoption date for a Rule 10b5-1 plan or explicit trading plan details are provided in the filing.