[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. Form 144 filed for a proposed Rule 144 sale of 85,000 Class A shares through Fidelity Brokerage Services, with an aggregate market value of $7,377,476.42 and approximate sale date 09/22/2025 on the NYSE. The shares were acquired as Founders Shares on 01/01/2002 from the issuer and were noted as compensation. The filing also discloses multiple Class A sales by Steven K. Conine and the Conine Family Foundation during June–September 2025, including a 199,473-share sale on 08/13/2025 and an 85,000-share sale on 08/20/2025, with individual proceeds reported for each transaction.

Positive

• Disclosure transparency: Filing lists exact share counts, dates, brokers, and gross proceeds for recent insider sales
• Founders shares origin disclosed: The 85,000 shares were identified as founders shares acquired 01/01/2002

Negative

• Substantial insider selling: Multiple large sales by Steven K. Conine and Conine Family Foundation during June–September 2025, including a 199,473-share sale on 08/13/2025
• Significant volume relative to outstanding shares: Proposed 85,000-share sale vs 105,002,641 shares outstanding (as reported in the filing)

Insights

Securities Analyst

TL;DR Insider sales totaling large share amounts were reported across summer 2025; a new Form 144 proposes an additional 85,000-share sale.

The Form 144 shows a proposed Rule 144 sale of 85,000 Wayfair Class A shares valued at $7.38 million, acquired as founders shares in 2002 and characterized as compensation. The filing lists numerous prior open-market sales by Steven K. Conine and the Conine Family Foundation between 06/30/2025 and 09/10/2025, with several transactions exceeding tens of thousands of shares and proceeds per trade disclosed. From a market-activity perspective this is a continuation of insider selling activity disclosed in the record; the filing itself does not include any reasons or non-public company information.

Corporate Governance Expert

TL;DR Multiple Rule 144 notices and recent large sales are disclosed; this documents scheduled insider liquidity rather than corporate action.

The notice documents that the 85,000 Class A shares to be sold were originally issued as founders shares and were paid as compensation. The signer represents no undisclosed material adverse information. The filing catalogues prior sales by the same parties with exact dates and gross proceeds, which is relevant for governance transparency and beneficial ownership tracking. The document contains no indications of new corporate governance changes or filings beyond the sales information.

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	7377476.42	105002641	09/22/2025	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	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
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	09/10/2025	5000	430750.00

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 filed for 09/22/2025 report?

The Form 144 reports a proposed Rule 144 sale of 85,000 Class A shares via Fidelity with an aggregate market value of $7,377,476.42, approximate sale date 09/22/2025 on the NYSE.

Who is selling the Wayfair shares in the filing?

The filing lists the seller information connected to the filing as the person for whose account the securities are to be sold; recent disclosed sellers include Steven K. Conine and the Conine Family Foundation.

When and how were the 85,000 shares acquired?

The 85,000 shares were acquired on 01/01/2002 as Founders Shares from the issuer, with payment characterized as compensation.

What insider sales were reported in the past three months in this filing?

The filing lists multiple Class A sales between 06/30/2025 and 09/10/2025, including notable transactions such as 199,473 shares on 08/13/2025 and 85,000 shares on 08/20/2025, with gross proceeds shown for each sale.

Which broker is handling the proposed sale?

The proposed sale is to be handled by Fidelity Brokerage Services LLC, address shown in the filing.