Vanguard reports 5.47M shares (5.03%) of Wayfair

Wayfair Inc: Vanguard Capital Management reports beneficial ownership of 5,473,063 shares of Wayfair common stock, representing 5.03% of the class as of 03/31/2026.

Rhea-AI Filing Summary

Wayfair Inc: Vanguard Capital Management reports beneficial ownership of 5,473,063 shares of Wayfair common stock, representing 5.03% of the class as of 03/31/2026. The filing shows sole dispositive power over all 5,473,063 shares and sole voting power for 809,864 shares. The filing attributes holdings to Vanguard Capital Management and specified affiliates under SEC Release No. 34-39538.

Insights

Institutional Ownership Specialist

Vanguard holds a >5% passive stake in Wayfair, disclosed via Schedule 13G.

The filing lists 5,473,063 shares and a 5.03% ownership level as of 03/31/2026, with dispositive control centralized at Vanguard Capital Management and certain named affiliates. This identifies Vanguard as a significant institutional holder within regulatory notice thresholds.

Watch subsequent filings for any switch to Schedule 13D or Form 4 filings; changes in voting or disposition powers would alter regulatory status and investor signaling.

Securities Compliance Counsel

Filing follows Schedule 13G disclosure conventions and cites SEC Release No. 34-39538.

The statement clarifies that holdings reflect positions managed by Vanguard entities and includes a customary release paragraph about aggregated affiliate holdings. The signature block is dated 04/30/2026, consistent with timely attestation practice.

Material compliance items to note: ownership percentage crosses the 5% threshold requiring public disclosure; no indicia here of activist intent or control changes.

Key Figures

Shares beneficially owned: 5,473,063 shares Percent of class: 5.03% Sole voting power: 809,864 shares +1 more

4 metrics

Shares beneficially owned 5,473,063 shares Schedule 13G Item 4 amount

Percent of class 5.03% Ownership percentage reported as of 03/31/2026

Sole voting power 809,864 shares Number with sole power to vote reported in Item 4

Filing type Schedule 13G Passive institutional disclosure under SEC rules

Key Terms

Schedule 13G, beneficially owned, dispositive power, SEC Release No. 34-39538

4 terms

Schedule 13G regulatory

"Name of form: SCHEDULE 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"Amount beneficially owned: 5473063"

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.

dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 5473063"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SEC Release No. 34-39538 regulatory

"In accordance with SEC Release No. 34-39538 (January 12, 1998)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Wayfair (W) shares does Vanguard Capital Management report owning?

Vanguard reports beneficial ownership of 5,473,063 shares of Wayfair common stock. The filing states this equals 5.03% of the class as of 03/31/2026, with dispositive power held by Vanguard Capital Management and affiliates.

Does Vanguard (W) have voting power over its reported shares?

Yes. The filing shows Vanguard has sole voting power over 809,864 shares and sole dispositive power over 5,473,063 shares, per Item 4 of the Schedule 13G disclosure.

Is Vanguard acting as an activist investor in the Wayfair (W) filing?

No activist intent is stated. The filing is a Schedule 13G disclosure listing passive beneficial ownership under SEC release guidance; it does not assert activist or control intentions regarding Wayfair.

What affiliates are referenced in the Vanguard Wayfair (W) filing?

The filing references affiliates including Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. These entities are cited as part of the aggregated reporting unit.

What date anchors the ownership figures in the Wayfair (W) Schedule 13G?

Ownership figures are reported as of 03/31/2026 in the filing and the attestation is signed on 04/30/2026. The 5.03% stake is tied to the 03/31/2026 reporting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 02:35 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Wayfair Inc

(Name of Issuer)

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

Vanguard Capital Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 809,864.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,473,063.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,473,063.00

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)

5.03 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Wayfair Inc
(b)	Address of issuer's principal executive offices: 4 Copley Place, Floor 7, Boston, MA, 02116
Item 2.
(a)	Name of person filing: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 5473063
(b)	Percent of class: 5.03 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 809864
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5473063
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/30/2026