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  4. [Form 4/A] Wayfair Inc. Amended Insider Trading Activity

Wayfair director Steven Conine amends Form 4 to disclose 10b5-1 sales

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Steven Conine, a Wayfair Inc. (W) director, officer and 10% owner, amended a Form 4 to report multiple sales of Class A common stock executed on 08/20/2025 and to disclose that these transactions were made under a Rule 10b5-1 trading plan adopted on 08/15/2024. The amendment clarifies the prior filing omitted that designation. The amendment lists four grouped sales totaling 84, ...? (5,117 + 36,302 + 32,099 + 11,482) shares sold at weighted average prices between $78.52 and $81.19 and shows 459,073 shares remaining directly owned plus 22,857 shares held indirectly through SK Ventures LLC.

Positive

  • Amendment discloses 10b5-1 plan for the reported trades, improving compliance transparency
  • Weighted-average prices and price ranges are provided for the grouped sales, enhancing clarity on execution prices
  • Indirect ownership via SK Ventures LLC is disclosed, clarifying beneficial ownership

Negative

  • Material insider sales on 08/20/2025: grouped dispositions of 5,117, 36,302, 32,099, and 11,482 Class A shares were reported
  • Original Form 4 omitted 10b5-1 designation, requiring an amendment to correct the disclosure

Insights

TL;DR: Amendment clarifies that insider sales were executed under a 10b5-1 plan; no new transactions beyond those dated 08/20/2025 are reported.

The filing corrects an earlier omission by stating the reported disposals were made pursuant to a Rule 10b5-1 trading plan adopted on 08/15/2024, which is relevant to compliance and defense against insider trading claims. The Form 4 lists four grouped dispositions on 08/20/2025 with weighted-average prices disclosed and a residual direct beneficial ownership of 459,073 Class A shares plus 22,857 indirectly held via SK Ventures LLC. The amendment improves transparency but does not add transactions or change share totals reported for those dates.

TL;DR: Disclosure upgrade supports governance transparency; sales remain material but presented as planned under an approved trading plan.

The amended Form 4 provides important procedural detail: the reporting person adopted a 10b5-1 plan on 08/15/2024 and the listed disposals on 08/20/2025 fall under that plan. This reduces ambiguity about insider intent and timing. The filing also documents weighted-average sale prices across specified price ranges and notes indirect ownership via SK Ventures LLC, which clarifies the reporting person’s ongoing economic interest in the issuer.

Insider Conine Steven
Role Co-Founder
Sold 85,000 shs ($6.81M)
Type Security Shares Price Value
Sale Class A Common Stock 5,117 $78.52 $402K
Sale Class A Common Stock 36,302 $79.65 $2.89M
Sale Class A Common Stock 32,099 $80.39 $2.58M
Sale Class A Common Stock 11,482 $81.19 $932K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 538,956 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (1)
  1. The previous Form 4 filed in respect to the listed transactions is being amended to indicate that all transactions reported were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2024. The original Form 4 inadvertently omitted this designation for these transactions. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Conine Steven
(Last) (First) (Middle)
C/O WAYFAIR INC., 4 COPLEY PLACE
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Founder
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/21/2025 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/20/2025 S(1) 5,117 D $78.52(2) 538,956 D
Class A Common Stock 08/20/2025 S(1) 36,302 D $79.65(3) 502,654 D
Class A Common Stock 08/20/2025 S(1) 32,099 D $80.39(4) 470,555 D
Class A Common Stock 08/20/2025 S(1) 11,482 D $81.19(5) 459,073 D
Class A Common Stock 22,857 I See Footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The previous Form 4 filed in respect to the listed transactions is being amended to indicate that all transactions reported were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2024. The original Form 4 inadvertently omitted this designation for these transactions.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
6. Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.
Remarks:
/s/ Enrique Colbert, Attorney-in-Fact for Steven Conine 09/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Steven Conine report on Form 4/A for Wayfair (W)?

Steven Conine reported multiple disposals of Class A common stock on 08/20/2025 executed under a Rule 10b5-1 trading plan adopted on 08/15/2024.

How many Wayfair (W) shares does Steven Conine beneficially own after the reported transactions?

Directly owned: 459,073 Class A shares plus 22,857 shares indirectly through SK Ventures LLC, as reported in the Form 4/A.

Were the sales in the Form 4/A executed at single prices or ranges?

Sales were executed in multiple transactions and the filing provides weighted-average prices and ranges for each grouped sale (e.g., $78.00–$78.99; $79.00–$79.99; $80.00–$80.99; $81.00–$81.99).

Why was this Form 4 amended?

The amendment added that the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on 08/15/2024, which was omitted in the original filing.

What date were the reported transactions executed?

All reported disposals occurred on 08/20/2025, according to the Form 4/A.