[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steven Conine, a director and 10% owner of Wayfair Inc. (W), reported a set of transactions on August 13, 2025. He converted 600,000 shares of Class B Common Stock into Class A Common Stock at his election. On the same date he sold 62,567 shares at a weighted average price of $77.39, 89,238 shares at a weighted average price of $78.59, and 47,668 shares at a weighted average price of $79.35, with those sales effected under a Rule 10b5-1 trading plan adopted August 15, 2024. The filings show various "beneficially owned following" figures for Class A shares after each sale and a reported indirect ownership of 22,857 shares through SK Ventures LLC. The derivative section records the converted 600,000 Class B shares as underlying 600,000 Class A shares and reports 9,873,304 Class A shares beneficially owned following the reported derivative transaction(s).

Positive

• Conversion transparency: The filing explicitly discloses the conversion of 600,000 Class B shares into Class A shares.
• 10b5-1 plan use: Sales were executed under a pre-established Rule 10b5-1 trading plan adopted August 15, 2024, indicating planned transactions.
• Price disclosure: Weighted average sale prices are provided and the filer offers to provide detailed per-trade breakdowns on request.

Negative

• Insider sales: The reporting person sold a total of 199,473 Class A shares on August 13, 2025, which reduces his immediate direct holdings.
• Increased float from conversion: Converting 600,000 Class B shares into Class A shares increases the publicly tradeable Class A share count.

Insights

Financial Analyst

TL;DR: Insider converted 600,000 Class B shares and sold ~199,473 Class A shares under a pre-existing 10b5-1 plan; material for share float but routine disclosure.

The conversion increases the float by converting 600,000 Class B shares into Class A shares, while the reported sales—62,567; 89,238; and 47,668 shares—were executed at weighted average prices of $77.39, $78.59, and $79.35 respectively. These sales were made under a 10b5-1 plan adopted August 15, 2024, indicating a pre-planned disposition rather than opportunistic trading. The filing also records indirect holdings via SK Ventures LLC and a consolidated beneficial ownership figure of 9,873,304 Class A shares following the derivative transaction. For investors, the key takeaway is increased public float from conversion and clear disclosure of planned insider sales.

Corporate Governance Expert

TL;DR: Transactions follow governance best practices by using a 10b5-1 plan and providing weighted-average pricing details.

The reporting person checked the box indicating transactions were pursuant to a 10b5-1 plan, and the filer provides weighted average price ranges with an offer to furnish per-trade breakdowns on request, which supports transparency. The form is signed by an attorney-in-fact, and indirect ownership via SK Ventures LLC is disclosed. While sizable, the sales are documented as planned dispositions rather than ad hoc insider trades, which is preferable for governance clarity.

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)
08/13/2025

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	08/13/2025		C		600,000	A	$0(1)	743,546	D
Class A Common Stock	08/13/2025		S(2)		62,567	D	$77.39(3)	680,979	D
Class A Common Stock	08/13/2025		S(2)		89,238	D	$78.59(4)	591,741	D
Class A Common Stock	08/13/2025		S(2)		47,668	D	$79.35(5)	544,073	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
Class B Common Stock	(1)	08/13/2025		C			600,000	(1)	(1)	Class A Common Stock	600,000	$0	9,873,304	D

Explanation of Responses:

1. On August 13, 2025, the reporting person converted, at his election, 600,000 shares of his Class B Common Stock into Class A Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2024.

3. 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 $77.99, 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 $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.

5. 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 $79.89, 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	08/15/2025
	** 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 did Steven Conine report in the Form 4 for Wayfair (W)?

He reported converting 600,000 Class B shares to Class A and selling 62,567, 89,238, and 47,668 Class A shares on 08/13/2025.

Were the Wayfair sales executed under a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/15/2024.

At what prices were the Wayfair shares sold?

The weighted average prices reported were $77.39, $78.59, and $79.35 for the respective sell lots; ranges for the underlying transactions are provided in footnotes.

Does the filing disclose indirect holdings for Steven Conine?

Yes. The filing states an indirect ownership of 22,857 shares through SK Ventures LLC, of which he is a member.

How many Class A shares are reported as beneficially owned following the derivative transaction?

The derivative section reports 9,873,304 Class A shares beneficially owned following the reported derivative transaction(s).