Wayfair Inc SEC Filings

Wayfair Inc. insider sale by co-founder and director Steven Conine: On 08/20/2025 Mr. Conine, who is listed as a director, officer and 10% owner, sold a total of 85,000 shares of Class A common stock across multiple transactions at weighted average prices ranging from $78.52 to $81.19. After these transactions the reporting person directly beneficially owned 459,073 shares and indirectly owned 22,857 shares through SK Ventures LLC. The sales were reported on a Form 4 filed 08/21/2025 and include footnotes clarifying the prices are weighted averages from transactions within stated price ranges.

Wayfair Inc. insider sale by CEO/director Niraj Shah: The Form 4 shows Mr. Shah sold a total of 85,000 shares of Class A common stock on 08/20/2025 across multiple transactions at weighted-average prices reported in four ranges: $78.00–$78.99, $79.00–$79.99, $80.00–$80.99 and $81.00–$81.99, producing reported weighted-average prices of $78.51, $79.66, $80.39 and $81.20 respectively.

After these sales his reported direct beneficial ownership of Class A common stock is 459,137 shares and he also reports indirect ownership of 22,857 shares through SK Ventures LLC, for a combined reported stake of 481,994 shares. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Wayfair disclosed that it may undertake liability-management activities related to its outstanding convertible debt, including cash repurchases, stock buybacks of shares underlying the notes, or exchanges for equity or debt in open-market or privately negotiated transactions. The company states such actions would depend on market conditions, liquidity, contractual limits and other factors, and that the amounts involved may be material. It warns these actions could affect trading liquidity of the convertible notes and the market price of its common stock and includes customary forward-looking statement cautionary language.

Wayfair Inc. Form 144 shows a proposed sale of 85,000 Class A shares through Fidelity Brokerage with an aggregate market value of $6,806,041.84 and an approximate sale date of 08/20/2025 on the NYSE. The shares were acquired as Founders Shares on 01/01/2002 and were recorded as compensation at acquisition.

The filing also lists multiple recent dispositions by Steven K. Conine and the Conine Family Foundation over the past three months, including large sales on 08/13/2025 (199,473 shares; $15,637,743.32) and 07/01/2025 (180,943 shares; $9,514,411.03), indicating substantial insider liquidity activity.

Wayfair Inc. (W) notice reports a proposed sale of 85,000 Class A shares through Fidelity on 08/20/2025 with an aggregate market value of $6,806,096.92. The shares were acquired as Founders Shares on 01/01/2002 and the filing lists the seller relationship as originating from the issuer with payment characterized as compensation. The filing also discloses multiple Class A sales by Niraj S. Shah and Shah Charitable Foundation over the prior three months, including a sale of 199,422 shares for $15,633,884.49 on 08/13/2025. The filer attests no undisclosed material adverse information.

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).

Niraj Shah, Wayfair Inc. director and CEO, reported multiple transactions on August 13, 2025. He converted 600,000 shares of Class B common stock into 600,000 shares of Class A common stock at his election and then sold a total of 199,422 Class A shares in multiple transactions at weighted-average prices in the $77.00–$79.90 range under a Rule 10b5-1 trading plan adopted August 15, 2024. Following these transactions, the reporting person beneficially owned 9,874,496 Class A shares directly and an additional 22,857 shares indirectly through SK Ventures LLC.

Wayfair Inc. director Jeremy King reported acquisition of 3,177 shares of Class A common stock on 08/14/2025 through the vesting of restricted stock units (RSUs). The filing shows these RSUs carry a $0 per-share transaction price because they are issuances upon satisfaction of a service condition rather than open-market purchases. After the reported vesting event, Mr. King beneficially owns 17,543 shares of Class A common stock. The RSUs vest over time: one-quarter vests on November 1, 2025, with each additional one-quarter vesting after each three-month period of continuous service.

Andrea Jung, a director of Wayfair Inc. (W), reported the acquisition of 3,177 shares of Class A common stock via restricted stock units (RSUs). The Form 4 shows the transaction date as 08/14/2025 and a filing signature dated 08/15/2025. The RSUs carry a $0 per-share price because they are compensatory awards that vest based on continued service: one-quarter vests on November 1, 2025, and additional one-quarter tranches vest for each three-month period of continuous service thereafter. After this award, Ms. Jung beneficially owns 20,435 shares of Class A common stock.