Wayfair (W) co-founder Steven Conine sells 150,000 shares in plan

Rhea-AI Filing Summary

Wayfair Inc. director and Co-Founder Steven Conine reported selling a total of 150,000 shares of Class A common stock on January 23, 2026 in three open-market transactions under a Rule 10b5-1 trading plan adopted on May 29, 2025.

The sales were executed at weighted average prices of $108.34 for 67,608 shares, $109.26 for 74,408 shares, and $109.73 for 7,984 shares, each representing multiple trades within disclosed price ranges. Following these transactions, Conine directly owned 289,073 Wayfair Class A shares and indirectly held 22,857 additional shares through SK Ventures LLC.

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

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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		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	01/23/2026		S(1)		67,608	D	$108.34(2)	371,465	D
Class A Common Stock	01/23/2026		S(1)		74,408	D	$109.26(3)	297,057	D
Class A Common Stock	01/23/2026		S(1)		7,984	D	$109.73(4)	289,073	D
Class A Common Stock								22,857	I	See Footnote(5)

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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.68 to $108.66, 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 $108.69 to $109.68, 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 $109.69 to $109.99, 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. 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	01/27/2026
	** 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.

FAQ

What insider transaction did Steven Conine report at Wayfair Inc. (W)?

Steven Conine reported selling a total of 150,000 Wayfair Class A shares on January 23, 2026. The sales were executed in three open-market transactions under a Rule 10b5-1 trading plan adopted on May 29, 2025.

At what prices did Steven Conine sell Wayfair (W) shares on January 23, 2026?

He sold 67,608 shares at a weighted average price of $108.34, 74,408 shares at $109.26, and 7,984 shares at $109.73. Each weighted average reflects multiple trades within specified price ranges disclosed in the filing.

How many Wayfair (W) shares does Steven Conine hold after this Form 4?

After the reported sales, Steven Conine directly owned 289,073 shares of Wayfair Class A common stock. He also had an indirect interest in 22,857 additional shares held by SK Ventures LLC, where he is a member and may be deemed a beneficial owner.

What is the Rule 10b5-1 trading plan mentioned in Steven Conine’s Wayfair filing?

The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by Steven Conine on May 29, 2025. This indicates the transactions followed a pre-established plan referenced by that rule in the securities regulations.

What does SK Ventures LLC’s stake represent in Steven Conine’s Wayfair (W) holdings?

The filing notes that 22,857 Wayfair Class A shares are directly owned by SK Ventures LLC. Steven Conine is a member of SK Ventures LLC and may be deemed a beneficial owner of these indirectly held shares according to the footnote.

Is Steven Conine a director or officer of Wayfair Inc. (W)?

Yes. The Form 4 identifies Steven Conine as both a director and an officer of Wayfair Inc., with the officer title listed as Co-Founder. He is not identified in the form as a 10% owner of the company’s stock.