[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc.'s Form 144 notifies a proposed sale of 1,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $75,000, to be executed approximately on 08/12/2025 on the NYSE. The filing records these shares were acquired as Founders Shares on 01/01/2002 and paid as compensation.

The notice also lists multiple sales in the prior three months by Steven K. Conine and the Conine Family Foundation, totaling 439,527 Class A shares for $22,952,217.07. Outstanding Class A shares are shown as 105,002,641, so the recent sales equal about 0.42% of outstanding shares; the proposed 1,000-share sale is small by comparison.

Positive

• Proposed sale is small: only 1,000 Class A shares ($75,000), negligible relative to total outstanding shares.
• Full disclosure of past sales: the filing lists dates, amounts, and gross proceeds for multiple transactions, providing transparency.

Negative

• Significant insider monetization: 439,527 shares sold in the prior three months for $22,952,217.07, which may attract investor attention.
• Clustered sales over multiple dates: multiple disposals by the founder and family foundation between May and August 2025 could be perceived as concentrated selling activity.

Insights

Financial Analyst

TL;DR: Recent insider monetization totals ~439,527 shares ($22.95M), but proposed Form 144 sale is minor relative to outstanding shares.

The filing shows a proposed sale of 1,000 Class A shares (~$75,000) and documents significant recent disposals by the founder and family vehicle totaling 439,527 shares for $22,952,217.07. Versus the reported 105,002,641 shares outstanding, the three-month sales represent roughly 0.42% of outstanding stock, which is immaterial from a dilution perspective. From an analytical standpoint, clustered insider sales warrant monitoring for timing and pattern, but the absolute size here is unlikely to move the stock by itself.

Corporate Governance Expert

TL;DR: Multiple insider sales and a small Form 144 filing are disclosed; the trades are notable for liquidity but not clearly material to holders.

The record identifies both Steven K. Conine and the Conine Family Foundation as sellers across May-August 2025, with the largest single reported sale being 180,943 shares on 07/01/2025 for $9,514,411.03. The Form 144 acquisition data indicates the proposed 1,000-share sale stems from founder shares acquired on 01/01/2002 as compensation. These disclosures meet reporting requirements; governance review would focus on whether sales followed pre-established plans and on any related lock-up or plan dates, which are not provided in the filing.

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	1000	75000.00	105002641	08/12/2025	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			1000	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
Conine Family Foundation 4 Copley Place Boston, MA 02116	Class A	08/11/2025	4000	288440.00

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 propose to sell?

The Form 144 proposes the sale of 1,000 Class A shares via Fidelity Brokerage Services with an aggregate market value of $75,000, approximately on 08/12/2025 on the NYSE.

Who conducted recent insider sales disclosed in the filing?

Recent sales in the past three months were executed by Steven K. Conine and the Conine Family Foundation, as listed in the filing.

How many shares were sold in the past three months and for how much?

The filing lists 439,527 Class A shares sold during the prior three months for total gross proceeds of $22,952,217.07.

How many Class A shares are outstanding according to the filing?

The filing reports 105,002,641 Class A shares outstanding.

What is the acquisition history of the shares proposed for sale?

The 1,000 Class A shares were recorded as acquired on 01/01/2002 as Founders Shares and the nature of payment is listed as compensation.

Which broker is handling the proposed sale in the Form 144?

The proposed sale is through Fidelity Brokerage Services LLC (900 Salem Street, Smithfield RI 02917) per the filing.