[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. insider sale by co-founder and director Steven Conine: On 08/20/2025 Mr. Conine, who is listed as a director, officer and 10% owner, sold a total of 85,000 shares of Class A common stock across multiple transactions at weighted average prices ranging from $78.52 to $81.19. After these transactions the reporting person directly beneficially owned 459,073 shares and indirectly owned 22,857 shares through SK Ventures LLC. The sales were reported on a Form 4 filed 08/21/2025 and include footnotes clarifying the prices are weighted averages from transactions within stated price ranges.

Positive

• None.

Negative

• Insider Steven Conine sold a total of 85,000 shares of Class A common stock on 08/20/2025 in multiple transactions at weighted-average prices between $78.52 and $81.19.
• After the sales the reporting person directly beneficially owned 459,073 shares and indirectly beneficially owned 22,857 shares via SK Ventures LLC, indicating a reduction in direct holdings.

Insights

Financial Analyst

TL;DR: Founder/director sold 85,000 shares at ~$78.5–$81.2, reducing direct holdings to 459,073 shares.

The transactions are sizeable in absolute terms and show meaningful insider liquidity but do not include information on percentage ownership change or reason for sale. Reported weighted-average prices and post-sale holdings are explicit. Without context on total outstanding shares or a disclosed plan (e.g., Rule 10b5-1), the market impact is unclear from this Form 4 alone.

Corporate Governance Expert

TL;DR: Co-founder and 10% owner executed open-market sales; filing is procedurally complete with required footnotes.

The Form 4 documents routine open-market dispositions by a named insider and includes footnote disclosures about weighted-average prices and indirect holdings via SK Ventures LLC. The filing appears compliant and signed by an attorney-in-fact. The Form does not state any hedging, pledging, or a sustaining plan; no governance red flags are evident from the form itself.

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
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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).

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)

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		5,117	D	$78.52(1)	538,956	D
Class A Common Stock	08/20/2025		S		36,302	D	$79.65(2)	502,654	D
Class A Common Stock	08/20/2025		S		32,099	D	$80.39(3)	470,555	D
Class A Common Stock	08/20/2025		S		11,482	D	$81.19(4)	459,073	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 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.

2. 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.

3. 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.

4. 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.

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	08/21/2025
	** 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 did Steven Conine report on Form 4 for Wayfair (W)?

The Form 4 reports that Steven Conine sold 85,000 shares of Wayfair Class A common stock on 08/20/2025, with weighted-average prices reported between $78.52 and $81.19.

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

Following the reported transactions Conine is shown as directly owning 459,073 shares and indirectly owning 22,857 shares through SK Ventures LLC.

Were the sale prices on the Form 4 exact or weighted averages?

The filing states the reported prices are weighted average prices for groups of transactions, with footnotes describing the price ranges for each weighted average.

Was the Form 4 signed and filed properly?

Yes. The Form 4 includes a signature by an attorney-in-fact, Enrique Colbert, dated 08/21/2025, and includes explanatory footnotes required by the form.

Does the Form 4 disclose any derivative transactions or hedging?

No derivative securities, hedging transactions, or option exercises are reported in Table II of this Form 4.