Wayfair (NYSE: W) co-founder sells 26,950 shares under 10b5-1 plan

Rhea-AI Filing Summary

Wayfair Inc. co-founder and director Steven Conine sold 26,950 shares of Class A Common Stock on February 26, 2026 in open-market transactions under a pre-set Rule 10b5-1 trading plan. The sales were executed in multiple trades at weighted-average prices of $77.48, $78.53, $79.34 and $80.32 per share, with detailed price ranges noted in the filing.

After these direct sales, Conine directly owned 169,073 Wayfair Class A shares. He also indirectly owned 22,857 shares through SK Ventures LLC, an entity of which he is a member and may be deemed a beneficial owner.

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)
02/26/2026

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	02/26/2026		S(1)		1,600	D	$77.48(2)	194,423	D
Class A Common Stock	02/26/2026		S(1)		14,835	D	$78.53(3)	179,588	D
Class A Common Stock	02/26/2026		S(1)		8,315	D	$79.34(4)	171,273	D
Class A Common Stock	02/26/2026		S(1)		2,200	D	$80.32(5)	169,073	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 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 $77.00 to $77.65, 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 $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.

4. 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 $79.93, 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 $80.02 to $80.79, 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	02/27/2026
	** 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

How many Wayfair (W) shares did Steven Conine sell in this Form 4?

Steven Conine sold a total of 26,950 Wayfair Class A shares in this Form 4. The sales occurred in four open-market transactions on February 26, 2026, with each tranche reported at a separate weighted-average price.

At what prices did Steven Conine sell his Wayfair (W) shares?

Steven Conine’s sales were reported at weighted-average prices of $77.48, $78.53, $79.34 and $80.32 per share. Each price reflects multiple trades within specified ranges, as detailed in the transaction footnotes.

Were Steven Conine’s Wayfair (W) stock sales under a Rule 10b5-1 plan?

Yes, the filing states the sales were made under a Rule 10b5-1 trading plan adopted by Steven Conine on May 29, 2025. Such plans allow pre-arranged trades, helping separate trading decisions from day-to-day market information.

How many Wayfair (W) shares does Steven Conine own after these sales?

After the reported sales, Steven Conine directly owned 169,073 Wayfair Class A shares. He also indirectly owned 22,857 additional shares held by SK Ventures LLC, of which he is a member and may be deemed a beneficial owner.

What is SK Ventures LLC’s role in Steven Conine’s Wayfair (W) holdings?

SK Ventures LLC holds 22,857 Wayfair Class A shares reported as indirectly owned by Steven Conine. The footnote explains he is a member of SK Ventures LLC and may be deemed a beneficial owner of those indirectly held shares.

What type of transactions did Steven Conine execute in Wayfair (W) stock?

Steven Conine executed open-market sales of Wayfair Class A Common Stock, coded as “S” transactions. The filing describes these as sales in open market or private transactions, reported in four separate tranches on February 26, 2026.