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  4. [Form 4] Wayfair Inc. Insider Trading Activity

Wayfair (NYSE: W) director Steven Conine sells 120,000 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Wayfair Inc. director Steven Conine reported open-market sales of a total of 120,000 shares of Class A Common Stock on April 23–24, 2026, at weighted-average prices in the high-$70s per share. The sales were effected under a Rule 10b5-1 trading plan adopted on May 29, 2025, indicating they were pre-arranged. Following these transactions, Conine directly holds 429,073 shares and has an additional 22,857 shares held indirectly through SK Ventures LLC, of which he is a member and may be deemed a beneficial owner.

Positive

  • None.

Negative

  • None.
Insider Conine Steven
Role null
Sold 120,000 shs ($9.31M)
Type Security Shares Price Value
Sale Class A Common Stock 600 $77.54 $47K
Sale Class A Common Stock 5,839 $78.57 $459K
Sale Class A Common Stock 700 $79.26 $55K
Sale Class A Common Stock 16,721 $76.37 $1.28M
Sale Class A Common Stock 52,639 $77.25 $4.07M
Sale Class A Common Stock 38,510 $78.11 $3.01M
Sale Class A Common Stock 4,240 $79.06 $335K
Sale Class A Common Stock 751 $79.85 $60K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 435,612 shares (Direct, null); Class A Common Stock — 22,857 shares (Indirect, See Footnote)
Footnotes (1)
  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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.77 to $76.76, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.77 to $77.76, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.77 to $78.69, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.84 to $79.57, 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. 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 $77.97, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.02 to $78.87, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.03 to $79.60, 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. 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.
Shares sold 120,000 shares Open-market sales of Wayfair Class A Common Stock
Direct holdings after sale 429,073 shares Directly owned by Steven Conine after April 24, 2026 trades
Indirect holdings 22,857 shares Held by SK Ventures LLC, where Conine is a member
Sale price example $79.85 per share One reported weighted-average sale price on April 23, 2026
Sale price example $77.25 per share One reported weighted-average sale price on April 23, 2026
Price range (low) $75.77 per share Lower end of disclosed trade ranges in footnotes
Price range (high) $79.60 per share Upper end of disclosed trade ranges in footnotes
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class A Common Stock financial
"security_title: Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
beneficial owner regulatory
"of which the reporting person is a member and may be deemed to be a beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
indirect ownership financial
"total_shares_following_transaction: 22857.0000, direct_or_indirect: I, nature_of_ownership: See Footnote"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/23/2026S(1)16,721D$76.37(2)532,352D
Class A Common Stock04/23/2026S(1)52,639D$77.25(3)479,713D
Class A Common Stock04/23/2026S(1)38,510D$78.11(4)441,203D
Class A Common Stock04/23/2026S(1)4,240D$79.06(5)436,963D
Class A Common Stock04/23/2026S(1)751D$79.85436,212D
Class A Common Stock04/24/2026S(1)600D$77.54(6)435,612D
Class A Common Stock04/24/2026S(1)5,839D$78.57(7)429,773D
Class A Common Stock04/24/2026S(1)700D$79.26(8)429,073D
Class A Common Stock22,857ISee Footnote(9)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $75.77 to $76.76, 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 $76.77 to $77.76, 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 $77.77 to $78.69, 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 $78.84 to $79.57, 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. 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 $77.97, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.02 to $78.87, 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.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.03 to $79.60, 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.
9. 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 Conine04/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Steven Conine reported selling a total of 120,000 Wayfair Class A shares in the open market. The trades occurred over April 23–24, 2026 at weighted-average prices in the high-$70s per share under a pre-arranged Rule 10b5-1 trading plan.

At what prices did Steven Conine sell Wayfair (W) shares in this Form 4?

Conine’s reported sales used weighted-average prices around the high-$70s per share. Footnotes state the multiple trades occurred in price ranges from $75.77 to $79.60, with detailed breakdowns available on request from the company or the SEC staff.

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

After the reported transactions, Steven Conine directly holds 429,073 shares of Wayfair Class A Common Stock. He also has 22,857 additional shares held indirectly through SK Ventures LLC, where he is a member and may be deemed a beneficial owner.

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

Yes. A footnote explains the reported sales were made under a Rule 10b5-1 trading plan adopted by Conine on May 29, 2025. Such plans allow pre-scheduled trades, reducing the significance of short-term market timing in interpreting these transactions.

What does SK Ventures LLC’s involvement mean for Wayfair (W) insider holdings?

The Form 4 notes that 22,857 shares of Wayfair Class A stock are held by SK Ventures LLC. Conine is a member of this LLC and may be deemed a beneficial owner of those shares, which are reported as indirect holdings in the filing.