Wayfair Inc. shareholder Steven Conine filed an amended Schedule 13G reporting beneficial ownership of 10,804,064 Wayfair Class A common shares, representing 9.3% of the Class A stock. This total reflects 374,073 Class A shares and 9,873,304 Class B shares he holds directly, plus 533,830 Class A shares held by the Conine Family Foundation and 22,857 Class A shares held by SK Ventures LLC. The ownership percentage is based on 116,129,274 Class A shares, including 106,255,970 Class A shares outstanding as of September 30, 2025 and 9,873,304 Class A shares issuable upon one-for-one conversion of his Class B shares. Conine has sole voting and dispositive power over most of these shares, with limited shared power over the SK Ventures LLC position.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)
Wayfair Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
94419L101
(CUSIP Number)
09/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
10,781,207.00
6
Shared Voting Power
22,857.00
7
Sole Dispositive Power
10,781,207.00
8
Shared Dispositive Power
22,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,804,064.00
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)
9.3 %
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, MA, 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. 11 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) 374,073 Class A Common Shares directly held by the Reporting Person, (ii) 9,873,304 Class B Common Shares directly held by the Reporting Person, (iii) 533,830 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 116,129,274 Class A Common Shares, consisting of (i) 106,255,970 Class A Common Shares outstanding as of September 30, 2025 and (ii) 9,873,304 Class A Common Shares issuable upon conversion of the 9,873,304 Class B Common Shares (on a one-for-one basis) directly held by the Reporting Person as of September 30, 2025.
9.30
(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) 907,903 Class A Common Shares, consisting of 374,073 Class A Common Shares directly held by the Reporting Person and 533,830 Class A Common Shares held by the Conine Family Foundation, of which the Reporting Person's spouse is President, and (ii) 9,873,304 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 the sole power to dispose or to direct the disposition with respect to (i) 907,903 Class A Common Shares, consisting of 374,073 Class A Common Shares directly held by the Reporting Person and 533,830 Class A Common Shares held by the Conine Family Foundation, of which the Reporting Person's spouse is President, and (ii) 9,873,304 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.
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.
What percentage of Wayfair (W) Class A stock does Steven Conine report owning?
Steven Conine reports beneficial ownership of 9.3% of Wayfair’s Class A common stock, based on 116,129,274 Class A shares calculated as described in the filing.
How many Wayfair (W) shares does Steven Conine beneficially own in total?
Steven Conine beneficially owns 10,804,064 Wayfair Class A common shares, including shares held directly, through Class B convertibles, a family foundation, and SK Ventures LLC.
How are Steven Conine’s Wayfair (W) holdings structured between Class A and Class B shares?
His holdings include 374,073 Class A shares and 9,873,304 Class B shares held directly, plus 533,830 Class A shares via the Conine Family Foundation and 22,857 Class A shares via SK Ventures LLC.
What is the conversion feature of Wayfair (W) Class B shares held by Steven Conine?
Each Wayfair Class B common share held by Steven Conine is convertible at any time, at his option, into one Class A common share and may also automatically convert under certain ownership and transfer conditions.
What share count did Steven Conine use to calculate his 9.3% ownership in Wayfair (W)?
The 9.3% figure is based on 116,129,274 Class A shares, consisting of 106,255,970 Class A shares outstanding as of September 30, 2025 plus 9,873,304 Class A shares issuable upon conversion of his Class B shares.
What voting power does Steven Conine report over his Wayfair (W) shares?
He reports sole voting power over 907,903 Class A shares and 9,873,304 Class B shares, and shared voting power over 22,857 Class A shares held by SK Ventures LLC.
