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

Wayfair insider Steven Conine sells 30,000 Class A shares

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

Rhea-AI Filing Summary

Wayfair (W): Form 4 insider transaction — Co‑Founder and officer Steven Conine reported open‑market sales totaling 30,000 Class A shares on 10/28/2025, executed in multiple tranches under a Rule 10b5‑1 trading plan adopted on May 29, 2025. Tranche weighted‑average prices ranged from $102.47 to $108.28, with underlying trade ranges from $102.00 to $108.34.

Following these transactions, Conine directly beneficially owns 139,073 Class A shares and indirectly holds 22,857 shares through SK Ventures LLC.

Positive

  • None.

Negative

  • None.
Insider Conine Steven
Role Co-Founder
Sold 30,000 shs ($3.15M)
Type Security Shares Price Value
Sale Class A Common Stock 4,642 $102.47 $476K
Sale Class A Common Stock 6,037 $103.51 $625K
Sale Class A Common Stock 2,674 $104.67 $280K
Sale Class A Common Stock 5,494 $105.66 $580K
Sale Class A Common Stock 8,171 $106.58 $871K
Sale Class A Common Stock 2,583 $107.51 $278K
Sale Class A Common Stock 399 $108.28 $43K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 164,431 shares (Direct); 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 $102.00 to $102.99, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.00 to $103.99, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.06 to $105.03, 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 $105.09 to $106.08, 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 $106.10 to $107.06, 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 $107.16 to $107.99, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.21 to $108.34, 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.
Form 4 Insider Transactions: What Each Field Means →
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)
10/28/2025
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 10/28/2025 S(1) 4,642 D $102.47(2) 164,431 D
Class A Common Stock 10/28/2025 S(1) 6,037 D $103.51(3) 158,394 D
Class A Common Stock 10/28/2025 S(1) 2,674 D $104.67(4) 155,720 D
Class A Common Stock 10/28/2025 S(1) 5,494 D $105.66(5) 150,226 D
Class A Common Stock 10/28/2025 S(1) 8,171 D $106.58(6) 142,055 D
Class A Common Stock 10/28/2025 S(1) 2,583 D $107.51(7) 139,472 D
Class A Common Stock 10/28/2025 S(1) 399 D $108.28(8) 139,073 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)
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 $102.00 to $102.99, 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 $103.00 to $103.99, 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 $104.06 to $105.03, 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 $105.09 to $106.08, 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 $106.10 to $107.06, 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 $107.16 to $107.99, 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.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.21 to $108.34, 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 10/29/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Wayfair (W) insider Steven Conine report on this Form 4?

He reported selling 30,000 Class A shares on 10/28/2025 in multiple open‑market transactions.

Were the Wayfair (W) insider sales under a 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on May 29, 2025.

What prices were the Wayfair (W) shares sold at?

Weighted‑average tranche prices ranged from $102.47 to $108.28, with trade ranges from $102.00 to $108.34.

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

He directly owns 139,073 Class A shares and indirectly holds 22,857 shares via SK Ventures LLC.

What is Steven Conine’s relationship to Wayfair (W)?

He is a Director, Officer (Co‑Founder), and a 10% Owner.

What was the transaction date on the Wayfair (W) Form 4?

The earliest transaction date reported is 10/28/2025.