Wayfair Inc. filed Amendment No. 12 to a Schedule 13G/A reporting the beneficial ownership position of Steven Conine. The amendment states Mr. Conine beneficially owns 9,725,064 shares of Class A common stock (including Class B shares convertible one-for-one) representing 8.2% of an aggregate 118,769,973 Class A equivalent shares as of March 31, 2026.
The filing breaks down holdings: 49,073 Class A shares directly, 9,133,304 Class B shares directly (convertible one-for-one), 519,830 Class A shares held by the Conine Family Foundation, and 22,857 Class A shares held by SK Ventures LLC. Voting and dispositive powers are detailed, including a reported sole voting/dispositive power over 9,702,207 shares and shared powers over 22,857 shares. The filing is signed and dated May 11, 2026.
Positive
None.
Negative
None.
Insights
Amendment quantifies founder control via Class B conversion and affiliated holdings.
The filing documents that Steven Conine holds 9,133,304 Class B shares convertible one-for-one into Class A shares and additional Class A holdings through a family foundation and an LLC. The conversion mechanics and automatic-conversion triggers are stated explicitly.
Control implications depend on conversion timing and the 10% threshold described; subsequent disclosures would be required if conversions or transfers change the reported percentages.
Key Figures
Beneficial ownership:9,725,064 sharesOwnership percent:8.2%Class B shares held:9,133,304 shares+3 more
6 metrics
Beneficial ownership9,725,064 sharesAggregate Class A equivalent as of March 31, 2026
Ownership percent8.2%Based on 118,769,973 Class A equivalent shares as of March 31, 2026
Class B shares held9,133,304 sharesDirectly held by Reporting Person, convertible one-for-one into Class A
Class A outstanding109,636,669 sharesClass A shares outstanding as of March 31, 2026
Sole voting power9,702,207 sharesSole power to vote or direct the vote per filing
Shared voting power22,857 sharesShared power to vote or direct the vote per filing
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: (i) 49,073 Class A Common Shares directly held"
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
"Amendment No. 12 to a Schedule 13G/A 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
Steven Conine
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
9,702,207.00
6
Shared Voting Power
22,857.00
7
Sole Dispositive Power
9,702,207.00
8
Shared Dispositive Power
22,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,725,064.00
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:
Steven Conine
(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) 49,073 Class A Common Shares directly held by the Reporting Person, (ii) 9,133,304 Class B Common Shares directly held by the Reporting Person, (iii) 519,830 Class A Common Shares held by the Conine Family 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 118,769,973 Class A Common Shares, consisting of (i) 109,636,669 Class A Common Shares outstanding as of March 31, 2026 and (ii) 9,133,304 Class A Common Shares issuable upon conversion of the 9,133,304 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) 568,903 Class A Common Shares, consisting of 49,073 Class A Common Shares directly held by the Reporting Person and 519,830 Class A Common Shares held by the Conine Family Foundation, of which the Reporting Person's spouse is President, and (ii) 9,133,304 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) 568,903 Class A Common Shares, consisting of 49,073 Class A Common Shares directly held by the Reporting Person and 519,830 Class A Common Shares held by the Conine Family Foundation, of which the Reporting Person's spouse is President, and (ii) 9,133,304 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.
