What changed in this filing

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Item 1. Business

2026-02-19 compared with 2025-02-20 · 45 added, 39 removed, 144 unchanged (37% of the section changed)

As used herein, “Wayfair,” “the company,” “we,” “us,” “our” and similar terms refer to Wayfair Inc.

and its subsidiaries, unless the context indicates otherwise.

Wayfair is the destination for all things home.

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We are focused on bringing our customers an experience that is at the forefront of shopping for the home online.

Our customers span a wide range of demographics, with annual household incomes ranging from $25,000 to over $250,000, and also include business professionals, from small startups to global enterprises.

Our customers span a wide range of demographics, with annual household incomes typically ranging from $25,000 to over $250,000, and also include businesses, from small startups to global enterprises.

Our selections of furniture, décor, housewares and home improvement products appeal to our customers’ different tastes, styles, purchasing goals and budgets when shopping for their homes and businesses.

To meet our customers where they are, we offer a family of sites, each with a unique brand identity that offers a tailored shopping experience and rich product selection to a different target audience.

To meet our customers where they are, we offer a family of brands, both online and through physical retail stores, each with a unique identity that offers a tailored shopping experience and rich product selection to a different target audience:

Modern made simple.

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A one-stop Pro shop.

Wayfair represents a significant majority of our net revenue and is currently the only one of our sites that also operates internationally, operating as Wayfair.ca in Canada, Wayfair.co.uk in the United Kingdom and Wayfair.ie in Ireland.

Wayfair also operated Wayfair.de in Germany until we exited the German market on January 10, 2025 (the “Germany Restructuring”).

more information on the Germany Restructuring, see Note 14, Subsequent Events , in the notes to the consolidated financial statements, included in Part II, Item 8, Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

On our sites, we also feature certain products under our house brands, such as Three Posts® and Mercury Row®.

Our Wayfair brand represents a significant majority of our net revenue and is currently the only one of our sites that also operates internationally, operating as Wayfair.ca in Canada, Wayfair.co.uk in the United Kingdom and Wayfair.ie in Ireland.

Our specialty retail brands include AllModern, Joss & Main, and Perigold

We also feature certain products under our house brands, such as Three Posts® and Mercury Row®.

Through these house brands, which feature curated selections refined by style and price point, we help our customers navigate our vast product assortment to find items that uniquely match their needs.

We complement our e-commerce experience with a growing physical retail presence.

Our physical retail stores allow customers to experience our products in person, benefit from in-store services, and shop across product categories that reflect our online breadth.

These physical retail stores are designed to strengthen our brands, deepen customer engagement, and enhance the end-to-end shopping experience.

As of December 31, 2025, we operated 12 physical retail stores, excluding outlet locations, across 4 states in the United States (“U.S.”).

The delivery experience and overall customer service we offer our shoppers are central to our business.

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Through WDN, we can directly manage large parcel deliveries via consolidation centers, cross docks and last mile delivery facilities, which, alongside CastleGate, enables us to speed up deliveries, decrease our reliance on third parties and undertake efforts to reduce damage.

Our CGF services allow our suppliers to unlock efficiencies on inbound logistics, including through Asia-based product consolidation and port-to-door freight forwarding solutions, which ultimately result in faster deliveries to our customers.

Our CGF services allow our suppliers to unlock efficiencies on inbound logistics, including through Asia-based product consolidation and port-to-door freight forwarding

solutions, which ultimately result in faster deliveries to our customers.

We believe these investments in logistics capabilities result in an enhanced experience for our customers and suppliers.

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We also believe providing superior customer service is key to delighting our customers.

Our global customer service locations are staffed with ove r 2,000 full -time highly-trained sales and service employees.

Our global customer service locations are staffed with over 2,000 full-time highly-trained sales and service employees, supplemented by artificial intelligence (“AI”)–enabled tools to support the efficient resolution of common customer inquiries.

Our Growth Strategy

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• increase repeat purchases from existing customers and acquire new customers;

• invest in technology to further improve our customer and supplier experiences;

• invest in technology, including AI, to further improve our customer and supplier experiences;

• continue to execute our omni-channel strategy with the launch of additional physical retail stores across our family of brands;

• grow certain categories where we under-index the broader home goods market today;

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• increase delivery speed and improve the delivery experience for our customers through the continued build-out of our proprietary logistics network;

• continue to grow internationally;

• continue to execute our omni-channel strategy with the launch of physical retail stores across our family of brands;

• continue to grow within our existing international markets;

• opportunistically pursue strategic acquisitions.

As used herein, “Wayfair,” “the company,” “we,” “us,” “our” and similar terms refer to Wayfair Inc.

and its subsidiaries, unless the context indicates otherwise.

Our operating and reportable segments are the United States (“U.S.”) and International, which includes our businesses in Canada, the United Kingdom, Ireland and Germany (through January 10, 2025).

See Note 13, Segment and Geographic Information, in the notes to the consolidated financial statements, included in Part II, Item 8, Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.

Our operating and reportable segments are the U.S.

and International, which includes our businesses in Canada, the United Kingdom, Ireland and Germany (through January 10, 2025).

See Note 13, Segment and Geographic Information, in the notes to consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data , in this Annual Report on Form 10-K.

Net revenue of the U.S.

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In the market for home goods, consumers with different tastes, styles, purchasing goals and budgets require a broad selection of products and choices.

Traditional brick and mortar home goods retailers must balance scale of selection with the challenges of high inventory carrying costs and limited showroom and storage space - as a result, consumers must shop multiple stores in order to browse and access a vast selection of products.

Traditional brick and mortar home goods retailers must balance scale of selection with the challenges of high inventory carrying costs and limited showroom and storage space.

As a result, consumers must shop multiple stores in order to browse and access a vast selection of products.

Other e-commerce retailers that sell home goods typically focus their shopping experiences around keyword search, instead of a browse-oriented journey that encourages discovery.

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Home goods often have a low dollar value to weight ratio compared to other categories of retail, therefore requiring a robust and reliable logistics network that is optimized for items with those characteristics.

Many consumers also seek first-rate customer service so they are not burdened with managing delivery, shipping

and return logistics on their own.

However, we believe big box retailers that serve the mass market for home goods are often unable or unwilling to provide this level of service.

Consumers also seek first-rate customer service so they are not burdened with managing delivery, shipping and return logistics on their own.

However, we believe many retailers that serve the mass market for home goods are often unable or unwilling to provide this level of service.

Key Benefits for Our Customers

We offer a broad selection and choice.

We have one of the largest online selections of furniture, décor, housewares and home improvement products, with over 30 million products from over 20 thousand suppliers.

We have built a portfolio of over one hundred house brands, which offer curated brand experience, making it easier for customers to discover styles, products and price points that appeal to them.

We have one of the largest online selections of furniture, décor, housewares and home improvement products, with over 40 million products from approximately 20 thousand suppliers.

Our omni-channel strategy helps our customers navigate our broad product offering and our family of specialty retail brands tailors customers’ shopping experiences by offering strategically selected products across different storefronts, each with a unique identity, style and price point.

In addition, we have built a portfolio of over one hundred house brands, which offer curated brand experiences, making it easier for customers to discover styles, products and price points that appeal to them.

Convenience and value are central to our offering.

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To inspire customers, we produce beautiful imagery and highly-tailored editorial content both in-house and through third parties.

We use personalization to create a more engaging consumer experience and we allow customers to create looks they love with tools such as our Room Ideas.

We use personalization, including AI-enabled tools, to create a more engaging consumer experience and we allow customers to create looks they love with tools such as our Room Ideas.

More than half of the traffic coming to Wayfair.com is from mobile devices and our investment in mobile allows us to deliver value, convenience and inspiration to consumers anytime and anywhere.

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Our private label and co-branded credit cards build loyalty and encourage repeat shopping with cash back rewards.

Wayfair Rewards, our recently introduced membership program, also encourages repeat shopping.

Membership provides cash back rewards, as well as other benefits, including free shipping, access to member only sales, and special offer and perks, designed to enhance the customer shopping experience and build long-term loyalty.

Our membership rewards program, Wayfair Rewards, also encourages repeat shopping.

Membership provides cash back rewards, as well as other benefits, including free shipping, access to member-only sales, and special offers and perks, designed to enhance the customer shopping experience and build long-term loyalty.

Superior customer service is a core part of the experience we offer shoppers.

Our customer service organization has over 2,000 full-time employees w ho help consumers navigate our sites, answer questions and complete orders, and offers specialists focused on specific product classes.

Our customer service organization has over 2,000 full-time employees who help consumers navigate our sites, answer questions and complete orders, and offers specialists focused on specific product classes.

This team helps us build trust with consumers, build our brand awareness, enhance our reputation and drive sales.

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We give suppliers cost-effective access to our large customer base.

We sell products from over 20 thousand suppliers, many of which are small, family-run operations without well-known product brands and without easy retail access to a large customer base.

We provide our suppliers with access to our large customer base, with 21 million active customers over the last twelve months, enabling our suppliers to increase their sales and access the growing e-commerce market.

We sell products from approximately 20 thousand suppliers, many of which are small, family-run operations without well-known product brands and without easy retail access to a large customer base.

Access to our customers, including 21 million active customers over the last twelve months, enables our suppliers to increase their sales and access the growing e-commerce market.

Suppliers can leverage our technological expertise to enhance their success on our platform.

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We offer our suppliers a view of our demand and inventory needs via powerful data and analytics.

Suppliers are also able to enhance their media and merchandising by using additional services provided by Wayfair, including through sponsored content.

Suppliers can enhance their media and merchandising by using additional services provided by Wayfair, including through sponsored content.

We believe many of our suppliers have increased their sales through our technology platform, which has strengthened their loyalty to us.

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This allows us to leverage our internal data and target customers efficiently across various channels.

We also partner selectively with marketing partners where we find solutions that meet our marketing objectives and deliver a strong return on investment.

We also partner selectively with marketing partners where we find solutions that meet our marketing objectives and are expected to deliver a strong return on investment.

Much of the underlying infrastructure for storefront, operations and advertising technology is common across all of our sites and countries.

We have transitioned most of our data storage and processing systems from our physical data centers to a cloud-based solution.

We increasingly rely on AI and machine learning technologies to support elements of our customer experience, including search, recommendations, customer support and other personalization tools.

For example, in 2025, we invested in the development and launch of Muse, an AI-powered tool, to inspire and personalize the home shopping experience by providing customers inspiration and ideas to build their aspirational home.

We use a variety of marketing and advertising efforts to drive customer engagement across all of our channels, strengthen and reinforce brand and product awareness, as well as attract new customers and encourage repeat purchases from existing customers.

Our paid advertising efforts consist primarily of online channels, including search engine marketing, display advertising and paid social media, and to a lesser extent direct mail and television advertisements.

Our paid advertising efforts consist primarily of online channels, including search engine marketing, display advertising and paid social media, text messages, and to a lesser extent direct mail and television advertisements.

Our non-paid advertising efforts include search engine optimization, non-paid social media, mobile “push” notifications and email.

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The market for online home goods and furniture is highly competitive, fragmented and rapidly changing.

While we are primarily focused on the mass market, we compete across all segments of the home goods market.

While we primarily focus on the mass market, we compete across all segments of the home goods market.

Our competition includes furniture stores, big box retailers, department stores, specialty retailers and online retailers and marketplaces in the U.S., Canada, the United Kingdom and Ireland, including:

• Furniture Stores:

American Freight, Ashley Furniture, Bob's Discount Furniture, Havertys, Raymour & Flanigan and Rooms To Go;

Ashley Furniture, Bob's Discount Furniture, Havertys, Nebraska Furniture Mart, Raymour & Flanigan and Rooms To Go;

• Big Box Retailers:

Home Depot, IKEA, Lowe's, Target and Walmart;

Home Depot, IKEA, Lowe's, Costco, Target and Walmart;

• Department Stores:

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• Specialty Retailers:

Arhaus, At Home, Container Store, Crate and Barrel, Design Within Reach, Ethan Allen, Floor & Decor, LL Flooring, Restoration Hardware, Room & Board, Serena & Lily, TJX Companies and Williams Sonoma;

Arhaus, At Home, Container Store, Crate and Barrel, Design Within Reach, Ethan Allen, Floor & Decor, LL Flooring, Restoration Hardware, Ferguson, Room & Board, Serena & Lily, TJX Companies and Williams Sonoma;

• Online Retailers and Marketplaces:

Amazon, Build.com, Houzz, eBay, Etsy and Bed Bath & Beyond;

Amazon, Houzz, eBay, Etsy and Bed Bath & Beyond;

• International:

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We believe we have a good relationship with our employees, which includes approximately 12,800 employees, of whom approximately 11,800 w ere full-time equivalents, as of December 31, 2025.

Our reported headcount includes the approximately 730 employees impacted by the Germany Restructuring, although we expect approximately half of these positions to relocate to other corporate offices.

Additionally, we rely on independent contractors and temporary personnel to supplement our workforce, primarily in our logistics network.

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Corporate Responsibility

As a multinational retailer with a global supply chain, Wayfair is committed to responsible practices across our business—from showcasing more sustainable products through our Shop Sustainably program, to implementing waste reduction initiatives, l owering emissions and adopting sustainable business practices.

lowering emissions and adopting sustainable business practices.

We have established and publicly announced our goals to achieve zero waste (90%+ waste diversion from landfill and incineration) across Wayfair operations globally by 2030 and to reduce our Scope 1 and 2 greenhouse gas emissions by 63% by 2035 compared to a 2020 baseline.

This past year, Wayfair made progress towards our emission goal by joining a second aggregated virtual power purchase agreement.

As part of this agreement, Wayfair is contracted to offtake 20 MW of power annually from the solar project.

Wayfair also continues to evaluate and incorporate energy efficiency features across its global facilities.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business