[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (Symbol: W) has filed a Form 144 indicating an intent to sell 60,000 Class A shares through Fidelity Brokerage Services on or about 07/21/2025. At the 07/18/2025 reference price (implicit in the filing) the block is valued at $3.36 million, equal to roughly 0.06 % of the 103.7 million shares outstanding. The shares were originally acquired on 01/01/2002 as founder stock and will be sold on the NYSE.

• The filing also discloses recent insider dispositions totaling 342,000 shares between 05/12/2025 and 07/10/2025 by co-founder Steven K. Conine and the Conine Family Foundation, generating approximately $16.7 million in gross proceeds.
• No purchases or offsetting insider buys are reported in the period.
• The signer attests to possessing no undisclosed material adverse information and, if applicable, compliance with Rule 10b5-1 plans.

The notice signals continued insider selling pressure, although the proposed sale is modest relative to total float. Investors may monitor whether this trend persists and how the market assimilates the additional supply.

Positive

• None.

Negative

• Continued insider selling: proposed 60 k-share sale follows 342 k shares already sold in prior three months, totaling ~$20 m in planned/realized proceeds.
• Lack of offsetting insider purchases: no insider buys disclosed, increasing perception of waning internal confidence.

Insights

Equity Analyst

TL;DR: Founder plans another $3.4 m sale after $16.7 m sold; signals continued insider supply.

The filing reveals a fresh 60 k-share sale by a Wayfair insider, likely co-founder Steven K. Conine, following a series of 342 k shares already sold in the prior three months. Cumulatively, insiders have liquidated roughly 0.33 % of outstanding shares since May. While the new block is small (0.06 % of SO), persistent selling can weigh on sentiment, especially as Wayfair remains in a turnaround phase. No information suggests the cash is for tax withholding or charitable purposes, so the market may read this as opportunistic profit-taking. Absent counter-balancing insider buys, the pattern skews negative for near-term share supply-demand dynamics.

Corporate Governance Specialist

TL;DR: Repeated sales raise governance & alignment questions.

Founders’ sales are permissible, yet consecutive disposals—over $20 m including the proposed block—can erode investor confidence in management’s long-term alignment. The filing does not state reliance on a pre-arranged 10b5-1 plan, reducing transparency. Although the absolute percentage is low, persistent trends often precede governance scrutiny. I view the development as modestly negative until clearer rationale or buybacks offset insider divestiture.

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	60000	3361504.40	103657178	07/21/2025	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			60000	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

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?

The Form 144 covers 60,000 Class A shares, valued at about $3.36 million.

When is the planned sale date for the 60,000 shares?

The filing lists an approximate sale date of 07/21/2025 on the NYSE.

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

Roughly 0.06 % of the 103.7 million shares outstanding.

How much have Wayfair insiders sold in the last three months?

The filing details 342,000 shares sold between 05/12/2025 and 07/10/2025, generating about $16.7 million.

Who conducted the recent sales disclosed in the filing?

Sales were made by Steven K. Conine, Wayfair’s co-founder, and the Conine Family Foundation.

Is the sale being executed under a Rule 10b5-1 plan?

The form leaves the 10b5-1 adoption date blank, so no plan is confirmed in this filing.