[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steven Conine, a Wayfair Inc. director, co-founder and reported 10% owner, reported two planned sales of Class A common stock on Form 4. He sold 7,775 shares on 08/06/2025 at a weighted-average price of $77.02 (range $77.00–$77.17) and 17,752 shares on 08/07/2025 at a weighted-average price of $77.29 (range $77.00–$77.87). The filings state these sales were effected pursuant to a Rule 10b5-1 trading plan adopted August 15, 2024. Following the reported transactions, Conine's direct beneficial ownership is shown as 143,546 shares; he also has 22,857 shares held indirectly by SK Ventures LLC. The Form 4 was signed by an attorney-in-fact on 08/08/2025.

Positive

• Sales were executed under a Rule 10b5-1 trading plan adopted August 15, 2024, indicating pre-planned transactions and procedural compliance
• Clear disclosure of transaction dates, weighted-average prices, and post-transaction direct holdings enhances transparency
• Indirect holdings disclosed (22,857 shares via SK Ventures LLC), improving clarity on total beneficial ownership

Negative

• Reporting person sold 25,527 shares (7,775 on 08/06/2025 and 17,752 on 08/07/2025), reducing direct beneficial ownership to 143,546 shares
• Sales executed at ~$77 per share, representing a material disposition of shares by a director and significant owner

Insights

Securities Analyst

TL;DR: Routine, pre-planned insider sales totaling 25,527 shares executed under a 10b5-1 plan; disclosure is transparent and likely neutral.

The Form 4 shows two sales on 08/06/2025 and 08/07/2025 totaling 25,527 shares executed at weighted-average prices of $77.02 and $77.29. The reporting person explicitly states the trades were made under a Rule 10b5-1 plan adopted on August 15, 2024, which signals pre-arranged disposition rather than opportunistic selling. Post-transaction direct ownership is reported at 143,546 shares, with an additional 22,857 shares held indirectly through SK Ventures LLC. From a market-impact perspective, the disclosure is complete and follows standard insider-trading controls, supporting a neutral investor interpretation absent other material events.

Corporate Governance Expert

TL;DR: Form 4 demonstrates formal governance processes: adoption of a 10b5-1 plan, clear disclosure of indirect ownership, and attorney-in-fact execution.

The filing identifies the reporting person as a director, co-founder and 10% owner, and documents that sales were carried out pursuant to an established 10b5-1 plan, which helps insulate against insider trading concerns. The inclusion of indirect ownership through SK Ventures LLC (22,857 shares) and an attorney-in-fact signature dated 08/08/2025 reflect adherence to disclosure protocols. These elements point to effective procedural compliance and transparency, reducing governance risk tied to undisclosed insider activity. Impact on governance is neutral to modestly positive given the clear documentation.

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)
08/06/2025

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	08/06/2025		S(1)		7,775	D	$77.02(2)	161,298	D
Class A Common Stock	08/07/2025		S(1)		17,752	D	$77.29(3)	143,546	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 $77.00 to $77.17, 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 $77.00 to $77.87, 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	08/08/2025
	** 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

What shares did Steven Conine sell in the recent Wayfair (W) Form 4?

He sold 7,775 shares on 08/06/2025 and 17,752 shares on 08/07/2025, totaling 25,527 shares.

Were the sales by Steven Conine part of a trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

What prices were reported for the Conine sales?

The weighted-average prices reported were $77.02 for the 08/06/2025 sales (range $77.00–$77.17) and $77.29 for the 08/07/2025 sales (range $77.00–$77.87).

How many Wayfair shares does Conine beneficially own after these transactions?

The Form 4 reports 143,546 shares directly following the transactions and 22,857 shares indirectly via SK Ventures LLC.

Who signed the Form 4 and when?

The Form 4 was signed by Enrique Colbert, Attorney-in-Fact for Steven Conine on 08/08/2025.