Niraj Shah discloses 10.8M-share beneficial stake in Wayfair

Rhea-AI Filing Summary

Niraj Shah, Chief Executive Officer and President of Wayfair Inc., filed Amendment No. 11 to Schedule 13G reporting beneficial ownership of 10,803,098 Wayfair Class A common shares on a converted basis as of September 30, 2025. This stake represents 9.3% of the Class A common stock, based on 116,129,274 Class A shares, including 9,873,304 shares issuable upon conversion of Class B shares. The position includes 374,137 Class A shares and 9,873,304 Class B shares held directly by Shah, 532,800 Class A shares held by the Shah Charitable Foundation, and 22,857 Class A shares held by SK Ventures LLC. Shah has sole voting and dispositive power over most of these shares and shared power over the SK Ventures LLC holdings.

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

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 10,780,241.00
6	Shared Voting Power 22,857.00
7	Sole Dispositive Power 10,780,241.00
8	Shared Dispositive Power 22,857.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,803,098.00

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: 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. 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) 374,137 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) 532,800 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 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) 906,937 Class A Common Shares, consisting of 374,137 Class A Common Shares directly held by the Reporting Person and 532,800 Class A Common Shares held by the Shah Charitable 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 sole power to dispose or to direct the disposition with respect to (i) 906,937 Class A Common Shares, consisting of 374,137 Class A Common Shares directly held by the Reporting Person and 532,800 Class A Common Shares held by the Shah Charitable 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.

Niraj Shah

Signature:	/s/ Niraj Shah
Name/Title:	Niraj Shah / Chief Executive Officer and President
Date:	11/17/2025

FAQ

What ownership stake in Wayfair Inc. (W) does Niraj Shah report in this Schedule 13G/A?

Niraj Shah reports beneficial ownership of 10,803,098 Wayfair Class A common shares on a converted basis, representing 9.3% of the Class A common stock as of September 30, 2025.

How is Niraj Shah’s beneficial ownership in Wayfair (W) structured between Class A and Class B shares?

His beneficial ownership includes 374,137 Class A shares and 9,873,304 Class B shares held directly, plus 532,800 Class A shares held by the Shah Charitable Foundation and 22,857 Class A shares held by SK Ventures LLC. Each Class B share is convertible into one Class A share.

What percentage of Wayfair’s outstanding Class A shares does the 9.3% ownership represent?

The 9.3% ownership is calculated based on an aggregate of 116,129,274 Class A shares, consisting of 106,255,970 Class A shares outstanding and 9,873,304 Class A shares issuable upon conversion of Class B shares as of September 30, 2025.

What voting power does Niraj Shah have over Wayfair (W) shares according to this filing?

Niraj Shah has sole voting power over 906,937 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.

What dispositive power over Wayfair shares does Niraj Shah report?

He has sole power to dispose of or direct the disposition of 906,937 Class A shares and 9,873,304 Class B shares, and shared dispositive power over 22,857 Class A shares.

Who are the affiliated entities mentioned in Niraj Shah’s Wayfair (W) ownership disclosure?

The filing notes holdings through the Shah Charitable Foundation, which holds 532,800 Class A shares and where Shah’s spouse is President, and SK Ventures LLC, which holds 22,857 Class A shares and of which Shah is a member.

Under what conditions do Wayfair Class B shares held by Niraj Shah convert into Class A shares?

Each Class B share is convertible into one Class A share at Shah’s option and will automatically convert upon transfer (with certain exceptions), when Class B shares fall below 10% of total Class A and Class B shares, or if holders of at least 66 2/3% of Class B shares elect to convert them.