Wayfair Inc. reports beneficial ownership details for Niraj Shah. The filing states Mr. Shah beneficially owns 9,725,290 shares of Class A common stock on an aggregate basis, representing 8.2% of Class A common shares based on an aggregate of 118,771,165 shares as of March 31, 2026. The filing explains that 9,134,496 Class B shares are convertible one-for-one into Class A shares and lists voting and dispositive powers for each component of the position.
Positive
None.
Negative
None.
Insights
Founder/CEO retains large, convertible Class B stake with voting control implications.
Niraj Shah beneficially holds 9,725,290 shares on an aggregated basis, including 9,134,496 Class B shares convertible one-for-one into Class A as of March 31, 2026. The filing itemizes sole and shared voting and dispositive powers across direct, charitable, and LLC holdings.
Board-level control and long-term voting alignment are evident from the large Class B position; subsequent disclosures may show whether conversion or transfers occur, but timing and transfer conditions are set out in the text.
The ownership percentage is computed on an aggregate share base including convertible Class B shares.
The filing bases the 8.2% figure on 118,771,165 aggregate Class A-equivalent shares, which combines 109,636,669 outstanding Class A shares and 9,134,496 Class A shares issuable upon conversion of Class B shares as of March 31, 2026. This construction affects reported percent ownership but does not itself alter outstanding Class A share counts.
Cash‑flow treatment and any planned dispositions are not included in the excerpt; future filings would show transactional activity if it occurs.
Key Figures
Aggregated beneficial ownership:9,725,290 sharesSole voting power:9,702,433 sharesClass B shares (convertible):9,134,496 shares+3 more
6 metrics
Aggregated beneficial ownership9,725,290 sharesAggregate basis including convertible Class B shares as of <date>March 31, 2026</date>
Sole voting power9,702,433 sharesSole voting power reported for Mr. Shah in the filing
Class B shares (convertible)9,134,496 sharesClass B shares directly held by Mr. Shah, convertible one-for-one into Class A
Class A outstanding109,636,669 sharesClass A common shares outstanding as of <date>March 31, 2026</date>
Aggregate share base118,771,165 sharesAggregate of Class A outstanding plus Class B convertible shares as of <date>March 31, 2026</date>
Reported ownership percent8.2%Percent of Class A based on the aggregate share base as of <date>March 31, 2026</date>
Key Terms
Class B Common Share conversion, Beneficially owned, Schedule 13G/A
3 terms
Class B Common Share conversionregulatory
"Each Class B Common Share is convertible at any time at the option of the Reporting Person"
Beneficially ownedfinancial
"The amount beneficially owned by the Reporting Person includes"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Schedule 13G/Aregulatory
"This Amendment No. 12 to is filed with respect to the Class A Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
Wayfair Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
94419L101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
94419L101
1
Names of Reporting Persons
Niraj Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,702,433.00
6
Shared Voting Power
22,857.00
7
Sole Dispositive Power
9,702,433.00
8
Shared Dispositive Power
22,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,725,290.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Wayfair Inc.
(b)
Address of issuer's principal executive offices:
4 Copley Place, Boston, Massachusetts, 02116
Item 2.
(a)
Name of person filing:
Niraj Shah
(b)
Address or principal business office or, if none, residence:
4 Copley Place
Boston, MA 02116
(c)
Citizenship:
U.S. citizen
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
94419L101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 12 to Schedule 13G is filed with respect to the Class A Common Stock, $0.001 par value per share, of the Issuer (the "Class A Common Shares"), but also relates to the Class B Common Stock, $0.001 par value per share (the "Class B Common Shares"), of the Issuer that may be converted on a one-for-one basis into Class A Common Shares as further described below.
The amount beneficially owned by the Reporting Person includes: (i) 49,137 Class A Common Shares directly held by the Reporting Person, (ii) 9,134,496 Class B Common Shares directly held by the Reporting Person, (iii) 518,800 Class A Common Shares held by the Shah Charitable Foundation, of which the Reporting Person's spouse is President, and (iv) 22,857 Class A Common Shares held by SK Ventures LLC, of which the Reporting Person is a member.
Each Class B Common Share is convertible at any time at the option of the Reporting Person into one Class A Common Share. In addition, each Class B Common Share will automatically convert into one Class A Common Share (a) upon transfer thereof, subject to certain exceptions, (b) upon the date on which the outstanding Class B Common Shares represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Shares and Class B Common Shares, in the aggregate, or (c) in the event that holders of at least sixty six and two-thirds percent of the then outstanding Class B Common Shares elect to convert all such Class B Common Shares into Class A Common Shares.
(b)
Percent of class:
The ownership percentage below is based on an aggregate of 118,771,165 Class A Common Shares, consisting of (i) 109,636,669 Class A Common Shares outstanding as of March 31, 2026 and (ii) 9,134,496 Class A Common Shares issuable upon conversion of the 9,134,496 Class B Common Shares (on a one-for-one basis) directly held by the Reporting Person as of March 31, 2026.
8.2
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or to direct the vote with respect to (i) 567,937 Class A Common Shares, consisting of 49,137 Class A Common Shares directly held by the Reporting Person and 518,800 Class A Common Shares held by the Shah Charitable Foundation, of which the Reporting Person's spouse is President, and (ii) 9,134,496 Class B Common Shares directly held by the Reporting Person.
(ii) Shared power to vote or to direct the vote:
The Reporting Person has shared power to vote or to direct the vote with respect to 22,857 Class A Common Shares.
(iii) Sole power to dispose or to direct the disposition of:
The Reporting Person has sole power to dispose or to direct the disposition of (i) 567,937 Class A Common Shares, consisting of 49,137 Class A Common Shares directly held by the Reporting Person and 518,800 Class A Common Shares held by the Shah Charitable Foundation, of which the Reporting Person's spouse is President, and (ii) 9,134,496 Class B Common Shares directly held by the Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has shared power to dispose or to direct the disposition of 22,857 Class A Common Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Niraj Shah
Signature:
/s/ Niraj Shah
Name/Title:
Niraj Shah / Chief Executive Officer and President
Mr. Shah reports beneficial ownership of 9,725,290 shares on an aggregated basis. This includes 9,134,496 Class B shares convertible one‑for‑one into Class A shares, and the figure is shown as 8.2% of the aggregate share base as of March 31, 2026.
How is the 8.2% ownership percentage calculated for Wayfair (W)?
The percentage uses an aggregate base of 118,771,165 Class A‑equivalent shares. That base combines 109,636,669 outstanding Class A shares and 9,134,496 Class A shares issuable upon conversion of Class B shares as of March 31, 2026.
Which holdings contribute to Niraj Shah's voting power in Wayfair (W)?
The filing lists sole voting power over 9,702,433 shares (including 9,134,496 Class B shares and charitable holdings) and shared voting power over 22,857 Class A shares. Specific allocations are itemized in the ownership section.
Are any Class B shares convertible in this Wayfair (W) filing?
Yes. The filing states each Class B Common Share is convertible one‑for‑one into a Class A Common Share at the holder's option. Automatic conversion triggers are described, including transfer events and certain percentage thresholds.
