[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair (W) co-founder, director and 10% owner Steven Conine reported sales of 120,000 Class A shares on 10/23/2025 under a Rule 10b5-1 trading plan adopted on May 29, 2025. Tranche weighted-average prices were $80.98 (range $80.41–$81.40), $81.77 (range $81.41–$82.40), $82.97 (range $82.42–$83.41), and $83.54 (range $83.42–$83.67).

Following these transactions, Conine beneficially owns 169,073 shares directly and 22,857 shares indirectly through SK Ventures LLC.

Insights

Insider Transactions Analyst

Large insider sale by a co-founder under a 10b5-1 plan; neutral read given pre-set nature and remaining holdings.

Steven Conine, a Director, Officer (Co‑Founder), and checked as a 10% Owner of Wayfair Inc., reported open-market sales on 10/23/2025 totaling 120,000 Class A shares across four tranches. The trades were executed under a Rule 10b5‑1 trading plan adopted on May 29, 2025, with weighted average prices spanning $80.41 to $83.67.

Post-transaction, direct beneficial ownership stands at 169,073 Class A shares, plus 22,857 shares held indirectly via SK Ventures LLC. The filing discloses price ranges and offers to provide detailed breakdowns upon request, which is standard for aggregated sales.

This indicates liquidity taken under a pre-established plan while maintaining a meaningful stake. Items to watch include any subsequent Form 4 activity by this reporting person and any changes to plan activity or indirect holdings over the coming weeks following 10/24/2025.

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)
10/23/2025

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	10/23/2025		S(1)		34,304	D	$80.98(2)	254,769	D
Class A Common Stock	10/23/2025		S(1)		26,403	D	$81.77(3)	228,366	D
Class A Common Stock	10/23/2025		S(1)		52,212	D	$82.97(4)	176,154	D
Class A Common Stock	10/23/2025		S(1)		7,081	D	$83.54(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 $80.41 to $81.40, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.41 to $82.40, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.42 to $83.41, 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 $83.42 to $83.67, 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	10/24/2025
	** 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 insider activity did Wayfair (W) report?

Steven Conine reported selling 120,000 Wayfair Class A shares on 10/23/2025 in multiple tranches.

At what prices were the Wayfair (W) shares sold?

Weighted-average prices were $80.98, $81.77, $82.97, and $83.54, each within the stated intraday ranges.

Was the Wayfair (W) sale under a Rule 10b5-1 plan?

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

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

He beneficially owns 169,073 shares directly and 22,857 shares indirectly via SK Ventures LLC.

What is Steven Conine’s role at Wayfair (W)?

He is a Co-Founder, Director, and listed as a 10% Owner.

What transaction code was used on the Form 4 for Wayfair (W)?

Transaction code S, indicating a sale.