Was Steven Conine’s Wayfair (W) share sale under a Rule 10b5-1 plan?

Yes. The filing states the sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Steven Conine on May 29, 2025. Such plans allow insiders to sell shares under pre-set instructions, helping separate trading decisions from day-to-day information flow.

Wayfair (NYSE: W) co-founder sells 93,050 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Wayfair Inc. director and co-founder Steven Conine reported open-market sales of Class A common stock under a pre-set Rule 10b5-1 trading plan. On February 23, 2026, he sold a total of 93,050 shares in multiple transactions at reported weighted-average prices ranging from about $73 to $81 per share. Following these sales, he directly holds 196,023 Wayfair Class A shares and indirectly holds 22,857 additional shares through SK Ventures LLC, of which he is a member and may be deemed a beneficial owner.

Insider Trade Summary

Net Seller: 93,050 shares ($6,944,261)

Net Sell 8 txns

Insider Conine Steven

Role Co-Founder

Sold 93,050 shs ($6.94M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	60,206	$73.76	$4.44M
Sale	Class A Common Stock	14,782	$74.64	$1.10M
Sale	Class A Common Stock	3,492	$75.68	$264K
Sale	Class A Common Stock	7,234	$77.07	$558K
Sale	Class A Common Stock	4,393	$77.81	$342K
Sale	Class A Common Stock	1,100	$79.39	$87K
Sale	Class A Common Stock	1,843	$80.95	$149K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 228,867 shares (Direct); Class A Common Stock — 22,857 shares (Indirect, See Footnote)

Footnotes (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 $73.21 to $74.20, 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 $74.21 to $75.20, 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 $75.23 to $76.20, 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 $76.45 to $77.44, 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 $77.46 to $78.40, 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 $79.21 to $80.10, 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 $80.48 to $81.15, 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.

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Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 05:39 PM

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).

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

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)
02/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/23/2026		S⁽¹⁾		60,206	D	$73.76⁽²⁾	228,867	D
Class A Common Stock	02/23/2026		S⁽¹⁾		14,782	D	$74.64⁽³⁾	214,085	D
Class A Common Stock	02/23/2026		S⁽¹⁾		3,492	D	$75.68⁽⁴⁾	210,593	D
Class A Common Stock	02/23/2026		S⁽¹⁾		7,234	D	$77.07⁽⁵⁾	203,359	D
Class A Common Stock	02/23/2026		S⁽¹⁾		4,393	D	$77.81⁽⁶⁾	198,966	D
Class A Common Stock	02/23/2026		S⁽¹⁾		1,100	D	$79.39⁽⁷⁾	197,866	D
Class A Common Stock	02/23/2026		S⁽¹⁾		1,843	D	$80.95⁽⁸⁾	196,023	D
Class A Common Stock								22,857	I	See 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $73.21 to $74.20, 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 $74.21 to $75.20, 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 $75.23 to $76.20, 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 $76.45 to $77.44, 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 $77.46 to $78.40, 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 $79.21 to $80.10, 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 $80.48 to $81.15, 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 Conine	02/25/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wayfair (W) disclose for Steven Conine?

Wayfair disclosed that co-founder and director Steven Conine sold 93,050 shares of Class A common stock in open-market transactions. The sales occurred on February 23, 2026, and were executed under a pre-arranged Rule 10b5-1 trading plan adopted in May 2025.

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

Steven Conine’s reported sales used weighted-average prices for multiple trades in price ranges. According to the filing, these trades occurred at prices spanning from approximately $73.21 up to $81.15 per share across several transaction brackets on February 23, 2026.

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

After the reported sales, Steven Conine directly owns 196,023 shares of Wayfair Class A common stock. He is also associated with 22,857 additional shares held indirectly through SK Ventures LLC, where 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?

The filing notes that 22,857 Wayfair shares are directly owned by SK Ventures LLC. Steven Conine is a member of SK Ventures LLC and may be deemed a beneficial owner of these shares, which are reported as indirect ownership separate from his directly held Wayfair shares.

How many individual sale transactions did Steven Conine report for Wayfair (W)?

Steven Conine reported seven sale line items of Wayfair Class A common stock on February 23, 2026. Each line reflects a block of shares sold at a weighted-average price for multiple trades within defined price ranges disclosed in the accompanying footnotes.