[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (W) – Form 4 insider transaction

Co-founder, Director and 10% owner Steven Conine reported the sale of 60,000 Class A shares on 07/21/2025 through a pre-arranged Rule 10b5-1 plan adopted 08/15/2024. The shares were disposed of in three tranches at weighted-average prices of $55.70 (25,909 sh), $56.26 (33,891 sh) and $57.27 (200 sh), generating roughly $3.4 million in gross proceeds.

After these transactions, Conine’s direct ownership fell from 229,073 to 169,073 shares, a reduction of about 26%. He also retains 22,857 shares indirectly through SK Ventures LLC, leaving total beneficial ownership at 191,930 shares. No derivative security activity was disclosed.

Positive

• Sales executed under a Rule 10b5-1 plan, limiting concerns about opportunistic timing and signaling adherence to compliance best practices.

Negative

• Founder reduced direct holdings by roughly 60,000 shares (≈26 %), which may be interpreted as waning confidence by some investors.

Insights

Portfolio Manager

TL;DR: Planned insider sale trims founder’s stake by 26 %; neutral signal.

The divestiture is sizeable in percentage terms but was executed under a 10b5-1 plan, reducing concerns over adverse timing or material non-public information. Remaining ownership (≈192k shares) keeps Conine’s economic alignment with shareholders. The dollar value (~$3.4 M) is modest relative to Wayfair’s market cap, so market impact should be limited. Overall, I view the filing as neutral to the share-price narrative.

Corporate Governance Analyst

TL;DR: Governance-friendly structure offsets optics of large sell.

Use of a pre-scheduled trading plan and full price-range disclosure comply with best-practice transparency standards. While a 26 % reduction can raise eyebrows, Conine remains a >10 % owner and director, maintaining influence and alignment. No red flags regarding undisclosed derivatives or complex structures are present. I classify the governance impact as neutral.

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).

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)
07/21/2025

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	07/21/2025		S(1)		25,909	D	$55.7(2)	203,164	D
Class A Common Stock	07/21/2025		S(1)		33,891	D	$56.26(3)	169,273	D
Class A Common Stock	07/21/2025		S(1)		200	D	$57.27	169,073	D
Class A Common Stock								22,857	I	See Footnote(4)

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 August 15, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.06 to $56.04, 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 $56.05 to $56.96, 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. 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	07/23/2025
	** 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.

FAQ

How many Wayfair (W) shares did Steven Conine sell?

He sold 60,000 Class A shares on 07/21/2025.

What were the sale prices disclosed in the Form 4?

Weighted-average prices were $55.70, $56.26 and $57.27 per share.

Was the sale part of a trading plan?

Yes. The transactions were executed under a Rule 10b5-1 plan adopted on 08/15/2024.

What is Steven Conine’s ownership after the sale?

He directly owns 169,073 shares and indirectly holds 22,857 shares, totaling 191,930 shares.

Were any derivative securities involved?

No derivative security acquisitions or dispositions were reported in this filing.