[144] Wayfair Inc. SEC Filing

Rhea-AI Filing Summary

Wayfair Inc. (W) Form 144 notifies a proposed sale of 199,473 Class A shares through Fidelity Brokerage (aggregate market value $15,637,743.32), with an approximate sale date of 08/13/2025. The filing shows these shares were acquired as founders shares on 01/01/2002. It also discloses that Steven K. Conine and the Conine Family Foundation sold 426,729 Class A shares in the past three months for total gross proceeds of $22,483,079.27. The filer certifies no undisclosed material information.

Positive

• Transparent disclosure of the proposed sale and recent transactions under Rule 144, including broker, dates, share counts, and gross proceeds
• Historical acquisition details provided (shares acquired as founders shares on 01/01/2002), clarifying the origin of the securities

Negative

• Substantial insider selling: 426,729 Class A shares sold in the past three months for $22,483,079.27
• Planned sale of 199,473 Class A shares with an aggregate market value of $15,637,743.32 filed for sale on 08/13/2025

Insights

Financial Analyst

TL;DR: Significant recent insider selling disclosed; planned 199,473-share sale is material but appears to follow Rule 144 procedures.

The Form 144 reports a proposed sale of 199,473 Class A shares (aggregate market value $15,637,743.32) and a record of 426,729 shares sold in the prior three months generating $22,483,079.27 in gross proceeds. These figures quantify the insider liquidity events and are large enough to be noticed by investors and analysts. The filing indicates acquisition as founders shares dated 01/01/2002, and sales executed through Fidelity Brokerage, which is consistent with routine Rule 144 disclosures rather than an SEC enforcement action.

Corporate Governance Expert

TL;DR: Multiple transactions and a planned sale increase insider liquidity; disclosure is explicit and complies with Rule 144 reporting.

The document identifies the selling parties by name and lists detailed transaction dates, share counts, and gross proceeds. The planned sale of 199,473 shares and the recent 426,729-share disposal by the same family/individual are material governance events that stakeholders will note for ownership and voting implications. The filing includes the required representation that the seller has no undisclosed material 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	199473	15637743.32	105002641	08/13/2025	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			199473	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	05/13/2025	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
Conine Family Foundation 4 Copley Place Boston MA 02116	Class A	08/12/2025	1000	75000.00

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

Who is selling shares according to the Wayfair (W) Form 144?

The filing shows sales by Steven K. Conine and the Conine Family Foundation, with the proposed sale tied to the same account.

How many Wayfair (W) shares are planned for sale and what is their value?

The Form 144 reports a proposed sale of 199,473 Class A shares with an aggregate market value of $15,637,743.32.

When is the approximate sale date listed in the filing for Wayfair (W)?

The filing lists an approximate date of sale of 08/13/2025 for the proposed transaction.

How many Wayfair (W) shares were sold in the past three months and what were the proceeds?

The filing discloses 426,729 Class A shares sold in the prior three months for total gross proceeds of $22,483,079.27.

How were the shares being sold originally acquired according to the Form 144?

The securities to be sold were acquired as founders shares on 01/01/2002, with the nature of payment noted as compensation.