[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steven Conine, a co-founder, director and 10% owner of Wayfair Inc. (W), reported multiple open-market sales of Class A common stock on 09/22/2025 effected under a Rule 10b5-1 trading plan adopted August 15, 2024. The Form 4 lists three separate weighted-average sales: 19,504 shares at $85.54 (weighted range $85.20–$86.18), 35,401 shares at $86.74 (range $86.20–$87.19) and 30,095 shares at $87.67 (range $87.20–$88.09), all disposed of on 09/22/2025. Following these transactions Conine directly owned 374,073 Class A shares and indirectly held 22,857 shares through SK Ventures LLC, of which he is a member.

Positive

• Sales executed under a Rule 10b5-1 trading plan, providing pre-established parameters and compliance documentation (adopted August 15, 2024).
• Detailed price disclosure with weighted-average prices and stated ranges, and an undertaking to provide per-price sale breakdowns on request.

Negative

• Insider sold shares on 09/22/2025: 19,504, 35,401 and 30,095 Class A shares were disposed of, which reduces the reporting person’s direct holdings.

Insights

Securities Analyst

TL;DR: Insider sales were executed via a pre-existing 10b5-1 plan; total shares sold and remaining holdings are disclosed precisely.

The filing details structured sales on 09/22/2025 under a Rule 10b5-1 plan adopted August 15, 2024, providing compliance clarity around timing and intent. The Form 4 reports weighted-average prices and discloses ranges per lot, which allows precise reconstruction if requested. After the disposals the reporting person retains substantial direct and indirect holdings, with 374,073 shares held directly and 22,857 indirectly through SK Ventures LLC. For investors, the filing is a routine transparency disclosure rather than an operational or financial update.

Corporate Governance Expert

TL;DR: Sales comply with a documented 10b5-1 plan and the filing identifies indirect ownership via an entity.

The disclosure includes necessary governance elements: adoption date of the trading plan, weighted-average prices with explicit price ranges, and a statement that the filer will provide detailed per-price sale information on request. Indirect ownership through SK Ventures LLC is disclosed, clarifying beneficial ownership. The Form 4 is complete in its required elements and signed by an attorney-in-fact, satisfying procedural obligations under Section 16 reporting rules.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/22/2025

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	09/22/2025		S(1)		19,504	D	$85.54(2)	439,569	D
Class A Common Stock	09/22/2025		S(1)		35,401	D	$86.74(3)	404,168	D
Class A Common Stock	09/22/2025		S(1)		30,095	D	$87.67(4)	374,073	D
Class A Common Stock								22,857	I	See Footnote(5)

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 August 15, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.20 to $86.18, 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 $86.20 to $87.19, 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 $87.20 to $88.09, 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. 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	09/24/2025
	** 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 on 09/22/2025?

Steven Conine sold Class A shares on 09/22/2025 in three transactions under a Rule 10b5-1 plan, disposing of 19,504, 35,401 and 30,095 shares.

Were the 09/22/2025 sales by Wayfair insider Steven Conine part of a pre-arranged plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

What prices were reported for the Wayfair (W) insider sales?

Weighted-average prices reported: $85.54 (range $85.20–$86.18), $86.74 (range $86.20–$87.19) and $87.67 (range $87.20–$88.09).

How many Wayfair Class A shares does Steven Conine own after the 09/22/2025 transactions?

Directly owns 374,073 Class A shares following the reported sales and indirectly holds 22,857 shares through SK Ventures LLC.

Does the Form 4 disclose indirect ownership for the reporting person?

Yes. The filing states 22,857 shares are held indirectly by SK Ventures LLC, of which Conine is a member.