Wayfair Inc. 10-Q

Item 5. Other Information (c) Rule 10b5-1 Trading Plans During the three months ended September 30, 2025, the following directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c): Plans Name & Title Action Date Rule 10b5-1 Plan Non-Rule 10b5-1 Plan Aggregate number/dollar value of securities to be purchased or sold Plan expiration date (1) Jon Blotner , President, Commercial and Operations Termination August 12, 2025 X Up to approximately 2,495,000.00 in value of shares to be sold February 27, 2026 Jon Blotner , President, Commercial and Operations Adoption August 12, 2025 X Up to approximately $ 4,000,000 in value of shares to be sold July 31, 2026 Kate Gulliver , Chief Financial Officer and Chief Administrative Officer Adoption August 6, 2025 X Up to 46,109 shares to be sold August 5, 2026 Fiona Tan , Chief Technology Officer Termination August 5, 2025 X Up to 18,797.00 shares to be sold November 28, 2025 Fiona Tan , Chief Technology Officer (2) Adoption August 5, 2025 X Up to 32,792 shares to be sold September 30, 2026 (1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended. (2) Represents the adoption of a Rule 10b5-1 trading plan by Fiona Tan as trustee on behalf of a revocable trust of which members of Fiona Tan’s immediate family are the sole beneficiaries. Other than those disclosed above, none of our directors or officers adopted or terminated, a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended September 30, 2025. 41 Table of Contents Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Filed or Furnished Herewith Form File No. Filing Date Exhibit Number 10.1 Form of Performance Stock Unit Award Agreement 8-K 001-36666 9/19/2025 10.1 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2# Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Calculation Linkbase Document X 101.DEF XBRL Taxonomy Definition Linkbase Document X 101.LAB XBRL Taxonomy Labels Linkbase Document X 101.PRE XBRL Taxonomy Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X # This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. 42 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WAYFAIR INC. Date: October 28, 2025 By: /s/ NIRAJ SHAH Niraj Shah Chief Executive Officer and President (Principal Executive Officer) Date: October 28, 2025 By: /s/ KATE GULLIVER Kate Gulliver Chief Financial Officer and Chief Administrative Officer (Principal Financial and Accounting Officer) 43