What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 362 added, 230 removed, 800 unchanged (43% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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Consolidated Statements of Comprehensive Loss

Consolidated Statement of Stockholders' Deficit

Consolidated Statements of Stockholders' Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

N otes to Consolidated F inancial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Wayfair Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Wayfair Inc.

and its subsidiaries (the "Company") as of December 31, 2025, and the related consolidated statements of operations, of comprehensive loss, of stockholders' deficit and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Net Revenue Recognition – Product Sales

As described in Note 1 to the consolidated financial statements, the Company’s net revenue was $12,457 million for the year ended December 31, 2025, of which substantially all is related to product sales.

The Company recognizes net revenue on product sales through its family of sites using the gross method when management has concluded the Company controls the product before it is transferred to the customer.

The Company controls products as it is the entity responsible for fulfilling the promise to the customer and takes responsibility for the acceptability of the goods, assumes inventory risk from shipment through the delivery date, has discretion in establishing prices and selects the suppliers of products sold.

Net revenue from sales of products is recognized upon delivery to the customer.

The principal consideration for our determination that performing procedures relating to net revenue recognition for product sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s net revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls related to delivery system interfaces.

These procedures also included, among others (i) testing revenue recognized by confirming cash received from a sample of payment service processors utilized by the Company, (ii) reconciling the confirmed amounts to net revenue recognized and testing certain reconciling items, and (iii) confirming cash received from a sample of outstanding customer invoice balances recorded within accounts receivable as of December 31, 2025.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 19, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Wayfair Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wayfair Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of Wayfair Inc.

(the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Completeness of Sales Return Reserves

Description of the Matter

As described in Note 1 and Note 2 to the consolidated financial statements, the Company had sales return reserves of $49 million, which were recorded as a reduction to net revenue for the year ended December 31, 2024.

Auditing the Company's measurement of sales return reserves on product revenue under its contracts with customers was especially challenging because the calculation involves subjective management assumptions about the quantity of products delivered as of the balance sheet date that are estimated to be returned in future periods under the Company's returns policy.

Management bases the sales returns estimate on prior returns history, recent trends, and projections for returns on sales in the current period.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's sales return reserve process.

For example, we tested controls over management's assessment of the assumptions about expected returns related to products sold as of the balance sheet date.

To test the Company’s reserves for returns on product revenue, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in the calculations and evaluating the significant assumptions used by management to estimate its reserves.

To test management’s significant assumptions, we performed procedures which included (1) agreeing revenues used in the analysis to the Company’s general ledger, (2) examining sales return levels for the 12 months before year end and the period subsequent to year end for trends not consistent with the Company’s historical analysis of product returns, and (3) testing the historical accuracy of the Company’s estimates of returns on product revenue recorded in prior periods by comparing the reserve to returns actually processed.

We also compared the Company’s projections of future sales returns as of the balance sheet date with actual returns made subsequent to year end.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2012.

We served as the Company’s auditor from 2012 to 2025.

Boston, Massachusetts

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CONSOLIDATED BALANCE SHEETS

December 31, December 31,

(in millions, except share and per share data)

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Accumulated deficit ( 4,823 ) ( 4,510 )

Accumulated other comprehensive income (loss) 4 ( 5 )

Accumulated other comprehensive (loss) income ( 32 ) 4

Total stockholders' deficit ( 2,782 ) ( 2,755 )

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Impairment and other related net charges 23 37 14

Restructuring charges 79 65 31

Restructuring and other charges, net

Total operating expenses 3,748 4,035 4,480

Loss from operations ( 461 ) ( 813 ) ( 1,384 )

Income (loss) from operations 17 ( 461 ) ( 813 )

Interest expense, net ( 119 ) ( 29 ) ( 17 )

Other (expense) income, net ( 21 ) 1 ( 4 )

Gain on debt extinguishment 29 100 96

Other income (expense), net 31 ( 21 ) 1

(Loss) gain on debt extinguishment, net ( 233 ) 29 100

Loss before income taxes ( 304 ) ( 482 ) ( 729 )

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Net loss $ ( 313 ) $ ( 492 ) $ ( 738 )

Other comprehensive income:

Other comprehensive loss:

Foreign currency translation adjustments ( 36 ) 9 1

Net unrealized gain (loss) on available-for-sale investments — 1 ( 1 )

Net unrealized gain on available-for-sale investments — — 1

Comprehensive loss $ ( 349 ) $ ( 483 ) $ ( 736 )

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Net loss ( 738 ) ( 738 )

Other comprehensive income 2 2

Issuance of common stock upon vesting of RSUs 9 —

Equity-based compensation 666 666

Repurchase of common stock ( 1 ) — ( 75 ) — — ( 75 )

Premiums paid for capped calls ( 87 ) ( 87 )

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Equity-based compensation — — 432 — — 432

Premiums paid for capped calls — — ( 87 ) — — ( 87 )

Unwind of capped calls — — 3 — — 3

Balance at December 31, 2024 125 — 1,751 ( 4,510 ) 4 ( 2,755 )

Net loss — — — ( 313 ) — ( 313 )

Other comprehensive income — — — — 9 9

Other comprehensive loss — — — — ( 36 ) ( 36 )

Issuance of common stock upon vesting of RSUs 6 — — — — —

Shares withheld for employee taxes ( 1 ) — ( 89 ) — — ( 89 )

Equity-based compensation — — 362 — — 362

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(in millions)

Cash flows from (for) operating activities:

Cash flows from operating activities

Net loss $ ( 313 ) $ ( 492 ) $ ( 738 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 305 387 417

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Amortization of debt discount and issuance costs 9 9 8

Gain on lease modification ( 15 ) — —

Impairment and other related net charges 23 37 14

Gain on debt extinguishment ( 29 ) ( 100 ) ( 96 )

Loss (gain) on debt extinguishment 233 ( 29 ) ( 100 )

Other non-cash adjustments 6 ( 1 ) ( 3 )

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Accounts payable and other liabilities ( 95 ) 38 ( 18 )

Net cash provided by (used in) operating activities 317 349 ( 674 )

Cash flows (for) from investing activities:

Net cash provided by operating activities 534 317 349

Cash flows for investing activities

Purchase of short- and long-term investments ( 115 ) ( 67 ) ( 36 )

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Other investing activities, net — — 2

Net cash (used in) provided by investing activities ( 262 ) ( 152 ) 1

Net cash used in investing activities ( 219 ) ( 262 ) ( 152 )

Cash flows (for) from financing activities:

Repurchase of common stock — — ( 75 )

Proceeds from issuance of debt, net of issuance costs 1,383 786 678

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Payments to extinguish debt ( 1,315 ) ( 741 ) ( 514 )

Other financing activities, net 3 — —

Payments of taxes related to net share settlement of equity awards ( 89 ) — —

Unwind of capped calls 49 3 —

Net cash (used in) provided by financing activities ( 129 ) ( 69 ) 77

Effect of exchange rate changes on cash, cash equivalents and restricted cash 8 2 1

Net (decrease) increase in cash, cash equivalents and restricted cash ( 6 ) 276 ( 656 )

Effect of exchange rate changes on cash and cash equivalents ( 30 ) 8 2

Net increase (decrease) in cash, cash equivalents and restricted cash 156 ( 6 ) 276

Cash, cash equivalents and restricted cash

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is the destination for all things home.

Through its e-commerce business model, Wayfair offers visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over 30 million products from over 20 thousand suppliers.

Through its omni-channel strategy, Wayfair offers visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over 40 million products from approximately 20 thousand suppliers.

These financial statements consolidate the operations and accounts of Wayfair Inc.

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These investments are classified as investments on the consolidated balance sheets and are carried at fair market value, with unrealized gains and losses reported within accumulated other comprehensive income or loss, within total stockholders’ deficit.

To the extent the amortized cost basis of the available-for-sale debt securities exceeds the fair value, management assesses the debt securities for credit loss.

However, management considers the risk of credit loss to be minimized by Wayfair’s policy of investing in financial instruments issued by highly-rated financial institutions.

When assessing the risk of credit loss, management considers factors such as the severity and the reason for the decline in value (i.e., any changes to the rating of the security by a rating agency or other adverse conditions specifically related to the security) and management’s intended holding period and time horizon for selling.

From time to time, Wayfair may enter into equity investments that align with organizational strategies and growth initiatives.

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Wayfair reviews long-lived assets for impairment whenever events or changes in circumstances, such as weakened macroeconomic conditions or brand awareness, service discontinuance or technological obsolescence, indicate that the carrying amount of the long-lived asset may not be recoverable.

When such events occur, Wayfair compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset.

If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the asset.

When such events occur, Wayfair compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset group.

If the comparison indicates that the carrying value is not recoverable, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the asset.

If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the asset or market rate rent assumptions.

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Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term at the lease commencement date.

As most of the leases do not provide an implicit rate, Wayfair uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments.

As the implicit rate is generally not readily determinable, Wayfair uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments.

The determination of the IBR requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles.

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If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability.

After applying judgement, Wayfair does not accrue for contingent losses that are considered to be reasonably possible, but not probable;

After applying judgment, Wayfair does not accrue for contingent losses that are considered to be reasonably possible, but not probable;

however, the range of such reasonably possible losses is disclosed.

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Wayfair recognizes net revenue on product sales through Wayfair's family of sites using the gross method when Wayfair has concluded it controls the product before it is transferred to the customer.

Wayfair controls products as it is the entity responsible for fulfilling the promise to the customer and takes responsibility for the acceptability of the goods, assumes inventory risk from shipment through the delivery date, has discretion in establishing prices and selects the suppliers of products sold.

Wayfair controls products when it is the entity responsible for fulfilling the promise to the customer and takes responsibility for the acceptability of the goods, assumes inventory risk from shipment through the delivery date, has discretion in establishing prices and selects the suppliers of products sold.

Wayfair recognizes net revenue from sales of its products upon delivery to the customer.

As Wayfair ships a large volume of packages through multiple carriers, actual delivery dates may not always be available and as such Wayfair estimates delivery dates based on historical data.

As Wayfair ships a large volume of packages through multiple carriers, actual delivery dates may not always be available;

in those cases, we estimate delivery dates using historical data.

Net revenue from product sales includes shipping costs charged to the customer and is recorded net of taxes collected from customers, which are recorded in other current liabilities and are remitted to governmental authorities.

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Wayfair primarily has three types of contractual liabilities:

(i) cash collections from its customers prior to delivery of products purchased, which are initially recorded in unearned revenue within other current liabilities, and are recognized as net revenue when the products are delivered, (ii) unredeemed gift cards and site credits, which are initially recorded in unearned revenue within other current liabilities, and are recognized in the period they are redeemed, and (iii) membership rewards redeemable for future purchases, which are earned by customers on purchases made through its credit card program and are initially recorded in other current liabilities, and recognized as net revenue when redeemed.

(i) cash collections from its customers prior to delivery of products purchased, which are initially recorded in unearned revenue within other current liabilities, and are recognized as net revenue when the products are delivered, (ii) unredeemed gift cards and site credits, which are initially recorded in unearned revenue within other current liabilities, and are recognized in the period when they are redeemed, and (iii) membership rewards redeemable for future purchases, which are earned by customers on purchases made through Wayfair’s credit card program and are initially recorded in other current liabilities, and recognized as net revenue when redeemed.

The portion of gift cards and store credits not expected to be redeemed are recognized as net revenue based on a pattern of historical redemptions, which are substantially within twenty-four months from the date of issuance.

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Fulfillment costs include costs incurred to operate and staff the fulfillment centers and provide other inbound supply chain services such as ocean freight and drayage.

Costs to operate and staff the CastleGate and Wayfair Delivery Network (“WDN”) include rent and depreciation expenses associated with various facilities, costs to receive, inspect, pick, package and prepare customer orders for delivery, and direct and indirect labor costs including compensation, compensation-related benefits and equity-based compensation.

Shipping and fulfillment costs are offset by fees earned by providing logistic services to suppliers including order fulfillment, warehousing and inbound supply chain services such as ocean freight and drayage through Wayfair's CastleGate business.

Costs to operate and staff CastleGate and the Wayfair Delivery Network (“WDN”) include rent and depreciation expenses associated with various facilities, costs to receive, inspect, pick, package and prepare customer orders for delivery, and direct and indirect labor costs including compensation, compensation-related benefits and equity-based compensation.

Shipping and fulfillment costs are partially offset by fees earned by providing logistic services to suppliers including order fulfillment, warehousing and inbound supply chain services such as ocean freight and drayage through Wayfair's CastleGate business.

Fulfillment fees are earned upon completion of preparing customer orders for shipment, warehousing fees are earned upon completion of each storage date and inbound supply chain services are earned on a straight-line basis as the shipments move from origin to destination.

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Merchant processing fees totaled $ 280 million, $ 254 million and $ 256 million in the years ended December 31, 2025, 2024 and 2023.

Advertising consists of direct response performance marketing costs, such as display advertising, paid search advertising, social media advertising, search engine optimization, comparison shopping engine advertising, television advertising, direct mail, catalog and print advertising.

Costs for advertising are expensed as incurred.

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Selling, Operations, Technology, General and Administrative

Selling, operations, technology, general and administrative expenses primarily include labor-related costs, including equity-based compensation, of the operations group, which includes the supply chain and logistics team, the technology team that builds and supports sites, category managers, buyers, site merchandisers, merchants, marketers and the team who executes the advertising strategy and the corporate general and administrative team, which includes human resources, finance and accounting personnel.

Also included are administrative and professional service fees which include audit and legal fees, insurance, depreciation, rent and other corporate expenses.

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Wayfair recognizes its equity-based payments to employees and non-employees as gross expense over the service period based on their grant date fair values with actual forfeitures recognized as they occur.

Wayfair has restricted common stock and restricted stock units.

Wayfair has restricted common stock, restricted stock units and performance stock units with market-based conditions.

Restricted stock values are determined based on the quoted market price of Wayfair’s Class A common stock on the date of grant.

The Company recognizes stock-based compensation expense for awards with market conditions over the derived service period of the awards.

The estimated fair value and derived service period for the awards with market conditions are calculated using a Monte Carlo simulation.

Assumptions used in valuing awards with market conditions include expected volatility.

Income taxes are accounted for under the asset and liability method.

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The position is based upon several factors including management's evaluation of Wayfair and its subsidiaries' financial requirements, the short- and long-term operational and fiscal objectives of Wayfair and the tax consequences associated with the repatriation of earnings.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

The impacts are not material to operating results for the year ended December 31, 2025.

Earnings or Loss per Share

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Diluted earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period plus, if dilutive, common stock equivalents outstanding during the period and stock issuable upon conversion of the convertible debt instruments.

Wayfair's common stock equivalents consist of shares issuable upon the release of restricted stock units.

Wayfair's common stock equivalents consist of shares issuable upon the release of restricted stock units and performance stock units.

The dilutive effect of these common stock equivalents is reflected in diluted earnings or loss per share by application of the treasury stock method.

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Adoption of New Accounting Principles

Segment Reporting

Wayfair adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures on January 1, 2024 retrospectively to all prior periods presented in the financial statements.

The new standard updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Refer to Note 13, Segment and Geographic Information .

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, to update reportable income tax disclosure requirements, primarily through enhanced disclosures on the rate reconciliation table and other disclosures, including total income taxes paid by jurisdiction.

The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied prospectively, with retrospective adoption permitted.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

Wayfair adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, on January 1, 2025 prospectively.

The amendment improves income tax disclosure requirements by requiring public entities, on an annual basis, to provide disclosure of defined categories in the income tax rate reconciliation, as well as disclosure of income taxes paid, disaggregated by jurisdiction.

The adoption only impacted the Company’s disclosures, prospectively, but did not have an impact on the Company’s results of operations, financial condition, or cash flows.

Refer to Note 11, Income Taxes, for additional information.

Disaggregation of Income Statement Expenses

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The amendment is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date or this ASU or retrospectively to any or all prior periods presented in the financial

The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments , which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendment is effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The amendment can be applied either on a prospective or retrospective basis.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software, and clarifies the threshold entities apply to begin capitalizing costs.

The amendment is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

The amendment can be applied on a fully prospective basis, a modified basis for in-process projects, or on a retrospective basis.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

Narrow-Scope Improvements to Interim Reporting

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU amends Topic 270, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

Additionally, the amendment requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the disclosure requirements of this standard and the impact on its consolidated financial statements.

Supplemental Financial Statement Disclosures

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During the year ended December 31, 2025, Wayfair recognized $ 156 million and $ 11 million of net revenue that was included in unearned revenue and other accrued expenses and current liabilities, respectively, as of December 31, 2024.

During the year ended December 31, 2024, Wayfair recognized $ 136 million and $ 8 million of net revenue that was included in unearned revenue and other accrued expenses and current liabilities, respectively, as of December 31, 2023.

During the year ended December 31, 2023, Wayfair recognized $ 153 million and $ 7 million of net revenue that was included in unearned revenue and other accrued expenses and current liabilities, respectively, as of December 31, 2022.

Net revenue from contracts with customers is disaggregated by geographic region because this manner of disaggregation best depicts how the nature, amount, timing and uncertainty of net revenue and cash flows are affected by economic factors.

Refer to Note 13, Segment and Geographic Information, for additional information.

Restructuring Charges

In January 2024, Wayfair announced a workforce realignment plan, including a workforce reduction involving approximately 1,650 employees.

Restructuring and Other Charges, net

On March 7, 2025, Wayfair announced a workforce reduction involving approximately 340 members of its Technology team.

As a result, during the year ended December 31, 2025, Wayfair incurred $ 20 million of charges recorded within restructuring charges on the consolidated statements of operations.

Wayfair does not expect to incur any further material charges related to this workforce reduction.

The charges consisted primarily of one-time employee severance and benefit costs.

The charges consisted primarily of one-time employee severance, benefits, relocation and transition costs.

Germany Restructuring

On January 10, 2025, Wayfair announced its decision to exit the German market (the “Germany Restructuring”), including a workforce reduction impacting approximately 730 employees, although Wayfair expects approximately half of these positions to relocate to other corporate offices.

As a result of the Germany Restructuring, Wayfair expects to incur aggregate charges of approximately $ 102 million to $ 111 million, consisting of (i) approximately $ 40 million to $ 44 million in employee-related costs, including severance, benefits, relocation and transition costs and (ii) approximately $ 62 million to $ 67 million of other primarily non-cash charges, including gross impairment charges related to facility closures and other wind-down activities and excluding any recoveries that may be recognized related to our leases.

During the year ended December 31, 2024, Wayfair recorded impairment charges of $ 34 million associated with weakened macroeconomic conditions in connection with our German operations.

This is inclusive of $ 21 million related to ROU assets and $ 13 million related to property, plant and equipment.

Wayfair expects to incur the remainder of the aggregate charges during the first quarter of 2025.

In January 2025, we announced our decision to exit the German market (the “Germany Restructuring”), including a workforce reduction impacting approximately 730 employees.

As a result, during the year ended December 31, 2025, Wayfair incurred $ 48 million of charges recorded within restructuring and other charges, net on the consolidated statements of operations.

Wayfair does not expect to incur any further material charges related to this workforce reduction.

As of December 31, 2025, the remaining accrual related to the Germany Restructuring is not material.

The charges consisted primarily of one-time employee severance, benefits, relocation and transition costs.

During the year ended December 31, 2025, Wayfair recorded impairment charges of $ 20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with our German operations.

This is inclusive of $ 9 million related to operating lease right-of-use (“ROU”) assets, $ 19 million related to property, plant and equipment, partially offset by a recovery of $ 8 million related to the termination of its office lease in Germany.

Wayfair does not expect to incur any further material charges related to this restructuring.

Lease modifications

During the year ended December 31, 2025, Wayfair recorded a gain on lease modification of $ 15 million recorded within restructuring and other charges, net on the consolidated statements of operations.

The gain is the result of the early exit of a portion of our corporate office location.

On January 30, 2026, Wayfair entered into an agreement to terminate an operating lease for a logistics facility.

In connection with the termination, Wayfair made a payment of $ 27 million which will be recorded as a loss on termination that will be recognized during the quarter ended March 31, 2026.

This termination will result in a reduction of our operating lease obligations o f $ 138 million.

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements

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During the years ended December 31, 2025, 2024 and 2023, Wayfair recorde d $ 45 million, $ 54 million and $ 47 million of interest income, respectively.

During the years ended December 31, 2024, 2023 and 2022, Wayfair did not recognize any credit losses related to its available-for-sale debt securities.

As of December 31, 2024 and 2023, Wayfair did not have an allowance for credit losses recorded related to its available-for-sale debt securities.

The following table presents details of Wayfair’s investment securities as of December 31, 2024 and 2023:

The following table presents details of Wayfair’s investment securities as of December 31, 2025 and December 31, 2024:

December 31, 2025

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Wayfair does not have assets that are classified as Level 3.

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of December 31, 2024 and 2023:

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024:

December 31, 2025

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Total cash and cash equivalents (1)

1,476 — — 1,476

Short-term investments:

Investment securities — 66 — 66

Prepaid expenses and other current assets:

Certificate of deposit (1)

Total $ 1,476 $ 66 $ — $ 1,542

(1) Cash and cash equivalents are included in the tables above;

however, they are not measured at fair value on a recurring basis, and their carrying amounts approximate fair value.

December 31, 2024

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Property and equipment, net $ 516 $ 603

For the years ended December 31, 2024, 2023 and 2022, depreciation and amortization expense was $ 386 million , $ 416 million and $ 370 million, respectively, of which $ 257 million , $ 279 million and $ 224 million, respectively, was attributable to the

amortization expense of site and software development costs.

For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization expense was $ 304 million, $ 386 million and $ 416 million, respectively, of which $ 190 million, $ 257 million and $ 279 million, respectively, was attributable to the amortization expense of site and software development costs.

Total costs capitalized of site and software development costs, net of accumulated amortization, totaled $ 159 million and $ 201 million as of December 31, 2025 and 2024, respectively.

Impairment and other related net charges

During the year ended December 31, 2025, Wayfair recorded charges of $ 19 million for the non-cash impairment of fixed assets, related to the Germany Restructuring and weakened macroeconomic conditions in connection with our German operations.

During the year ended December 31, 2024, Wayfair recorded charges of $ 14 million for the non-cash impairment of fixed assets.

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During the year ended December 31, 2023, Wayfair recorded charges of $ 9 million for the non-cash impairment of fixed assets, related to construction in progress assets at identified U.S.

During the year ended December 31, 2022, Wayfair recorded charges of $ 15 million for the non-cash impairment of fixed assets.

This is inclusive of $ 7 million related to an impairment of a U.S.

office location due to current sublease market conditions and $ 8 million related to construction in progress assets at an International warehouse.

Wayfair has lease arrangements for warehouses, WDN facilities, which includes consolidation centers, cross docks and last mile delivery facilities and office spaces.

These leases expire at various dates throug h 2044.

O perating lease expense was $ 217 million, $ 190 million and $ 180 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Wayfair has lease arrangements for warehouses, physical retail locations, WDN facilities, which includes consolidation centers, cross docks and last mile delivery facilities and office spaces.

These leases expire at various dates through 2046.

Operating lease expense was $ 236 million , $ 217 million and $ 190 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Sublease income was $ 22 million, $ 6 million and $ 2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Year Ended December 31,

2025 2024 2023

(in millions)

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Right-of-use asset amortization $ 156 $ 140 $ 130

Year Ended December 31,

December 31, 2025 December 31, 2024

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Total operating leases liabilities $ 1,025 $ 1,103

As of December 31, 2024, Wayfair has entered into $ 16 million of additional operating leases, primarily related to warehouse and retail leases that have not yet commenced.

As of December 31, 2025, Wayfair has entered into a $ 45 million operating lease related to a retail lease that has not yet commenced.

As there is no control of the underlying assets during the construction period, Wayfair is not considered the owner of the construction project for accounting purposes.

These operating leases will commence during 2025 with lease terms of 6 to 10 years.

This operating lease will commence during 2026 with a lease term of 16 years.

Impairment and other related net charges

During the year ended December 31, 2025, Wayfair recorded charges of $ 12 million for lease impairment.

This is inclusive of $ 21 million associated with weakened macroeconomic conditions in connection with our German operations and $ 2 million related to changes in sublease market conditions for identified U.S.

This is inclusive of $ 9 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with our German operations and $ 3 million related to changes in sublease market conditions for identified U.S.

office locations.

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2028 Notes 589 ( 6 ) 583 690 ( 9 ) 681

2028 Notes 690 ( 9 ) 681 690 ( 11 ) 679

2029 Secured Notes 800 ( 11 ) 789 800 ( 13 ) 787

2025 Accreting Notes — — — 38 — 38

2030 Secured Notes 700 ( 8 ) 692 — — —

2032 Secured Notes 700 ( 8 ) 692 — — —

Total Debt $ 3,272 $ 3,118

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Revolving Credit Facility

On March 24, 2021, Wayfair and certain of its subsidiaries (together, the “Guarantors”), and Wayfair’s wholly-owned subsidiary Wayfair LLC, as borrower (the “Borrower”), entered into a new credit agreement (the “Credit Agreement”) with the lending institutions from time-to-time parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent, swingline lender and a letter of credit issuer.

The Credit Agreement provides for a $ 600 million senior secured revolving credit facility that matures on March 24, 2026 (the “Revolver”).

On March 13, 2025, Wayfair and certain of its subsidiaries (together, the “Guarantors”), and Wayfair LLC, a subsidiary of Wayfair, as borrower (the “Borrower”), entered into that certain amended and restated credit agreement (the “Amended and Restated Credit Agreement”) among Wayfair, the Borrower, the lenders and letter of credit issuers parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent and a letter of credit issuer.

The Amended and Restated Credit Agreement amends and restates and replaces that certain credit agreement, dated as of March 24, 2021 (as amended, amended and restated, supplemented and/or otherwise modified from time to time prior to entry into the Amended and Restated Credit Agreement), by and among the Borrower, Wayfair, each other credit party from time to time party thereto, each lender from time to time party thereto, Citibank N.A.

as the administrative agent for the lenders and letter of credit issuer, and each other letter of credit issuer from time to time party thereto.

The Amended and Restated Credit Agreement provides for a $ 500 million senior secured revolving credit facility (the “Revolver”) with a maturity of March 13, 2030, subject to a springing earlier maturity in certain circumstances.

Debt issuance costs for the Revolver are included in other non-current assets and are amortized to interest expense over the Revolver’s term.

As of December 31, 2025, there were no revolving loans outstanding under the Revolver.

Under the Credit Agreement, the Borrower may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver.

Under the Amended and Restated Credit Agreement, the Borrower may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver.

Wayfair had $ 94 million outstanding letters of credit as of December 31, 2025, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.

Any amounts outstanding under the Revolver are due at maturity.

In addition, subject to the terms and conditions set forth in the Credit Agreement, the Borrower is required to make certain mandatory prepayments prior to maturity.

The proceeds of the Revolver may be used to finance working capital, to refinance existing indebtedness and to provide funds for permitted acquisitions, repurchases of equity interests and other general corporate purposes.

In addition, subject to the terms and conditions set forth in the Amended and Restated Credit Agreement, the Borrower is required to make certain mandatory prepayments prior to maturity.

The proceeds of the Revolver may be used to finance working capital and for other general corporate purposes.

The Borrower’s obligations under the Revolver are guaranteed by the Guarantors.

The obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including, with certain exceptions, all of the capital stock of Wayfair’s domestic subsidiaries and 65 % of the capital stock of Wayfair’s first-tier foreign subsidiaries.

On October 11, 2021, the parties amended the Credit Agreement (“Amendment No.

1”) to reflect technical and administrative changes related to the phaseout of LIBOR and the implementation of SONIA with respect to loans denominated in Pounds Sterling.

Following Amendment No.

1, the Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) the LIBOR rate, (ii) the base rate (which is the highest of (x) the prime rate, (y) one-half of 1.00 % in excess of the federal funds effective rate and (z) 1.00 % in excess of the one-month LIBOR rate) or (iii) with respect to loans denominated in Pounds Sterling, the RFR rate (which is the greater of (x) the SONIA rate and (y) 0.00 %), plus, in each case an applicable margin.

On June 13, 2023, the parties amended the Credit Agreement (“Amendment No.

2”) to reflect the phaseout of USD LIBOR and the implementation of Adjusted Term SOFR.

Following Amendment No.

2, the Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) Adjusted Term SOFR, (ii) the base rate (which is the highest of (x) the prime rate, (y) the NYFRB Rate in effect plus one-half of 1.00 % and (z) Adjusted Term SOFR for a one-month interest period plus 1.00 %), or (iii) with respect to loans denominated in an Alternative Currency (other than Pounds Sterling), the Adjusted Eurocurrency Rate (which is equal to (x) the Eurocurrency Rate for such interest period multiplied by (y) the Statutory Reserve Rate).

As of December 31, 2024, the applicable margin for Adjusted Term SOFR or Eurocurrency loans is 1.25 % per annum, the applicable margin for base rate loans is 0.25 % per annum and the applicable margin for RFR loans is 1.2826 % per annum.

The applicable margin is subject to specified changes depending on Wayfair’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Credit Agreement.

The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict the ability of the Borrower and the Guarantors, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, or change the nature of their businesses.

The obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including, with certain exceptions, all of the capital stock of Wayfair’s domestic subsidiaries and 65 % of the voting capital stock and 100 % of the non-voting capital stock of Wayfair’s first-tier foreign subsidiaries.

The Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) with respect to loans denominated in U.S.

dollars, either (x) the Adjusted Term SOFR (as defined in the Amended and Restated Credit Agreement) rate or (y) the base rate (which is the highest of (x) the prime rate, (y) one-half of 1.00 % in excess of the federal funds effective rate and (z) 1.00 % in excess of the one-month Adjusted Term SOFR rate), (ii) with respect to loans denominated in an alternative currency (other than Pounds Sterling), the Adjusted Eurocurrency Rate (as defined in the Amended and Restated Credit Agreement) or (iii) with respect to loans denominated in Pounds Sterling, the RFR (as defined in the Amended and Restated Credit Agreement) rate, plus, in each case, an applicable margin.

As of December 31, 2025, the applicable margin for Adjusted Term SOFR and Adjusted Eurocurrency Rate loans is 1.25 % per annum, the applicable margin for base rate loans is 0.25 % per annum and the applicable margin for RFR loans is 1.2826 % per annum.

The applicable margin is subject to specified changes depending on Wayfair’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured revolving credit facilities, including covenants that, among other things, limit or restrict our ability, subject to negotiated exceptions, to incur additional indebtedness and additional liens on our assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, or change the nature of our businesses.

The Revolver also contains customary events of default, subject to thresholds and grace periods, including, among others, payment default, covenant default, cross default to other material indebtedness and judgment default.

In addition, the Credit Agreement requires Wayfair to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the Credit Agreement) of 4.0 to 1.0, subject to a 0.5 step-up following certain permitted acquisitions.

In addition, the Amended and Restated Credit Agreement requires Wayfair to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the Amended and Restated Credit Agreement) of no more than 4.00 to 1.00, subject to a 0.50 step up following certain permitted acquisitions.

Wayfair does not expect any of these restrictions to affect or limit the ability to conduct business in the ordinary course.

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Senior Secured Notes

On October 8, 2024, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $ 800.0 million aggregate principal amount of 7.250 % senior secured notes due 2029 (the “2029 Secured Notes”, together with the Convertible Notes (as defined below), the “Notes”).

The 2029 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including

Wayfair) and U.S.

The following table summarizes certain terms related to the Company’s current outstanding senior secured notes (collectively, the “Senior Secured Notes,” together with the “Convertible Notes” (as defined below), the “Notes”):

Senior Secured Notes Maturity Date Annual Coupon Rate Annual Effective Interest Rate Payment Dates for Semi-Annual Interest Payments in Arrears

2029 Secured Notes October 31, 2029 7.250 % 7.5 % April 15 and October 15

2030 Secured Notes September 15, 2030 7.750 % 7.9 % March 15 and September 15

2032 Secured Notes November 15, 2032 6.750 % 6.8 % May 15 and November 15

On October 8, 2024, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $ 800.0 million aggregate principal amount of 7.250 % senior secured notes due 2029 (the “2029 Secured Notes”).

The 2029 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including Wayfair) and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

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The 2029 Secured Notes will mature on October 31, 2029, unless earlier redeemed, in accordance with their terms or repurchased.

The indenture contains covenants that restrict the Issuer’s ability and the ability of its restricted subsidiaries to, among other things, incur additional indebtedness, declare or pay dividends, redeem stock or make other distributions or restricted payments, make certain investments, create certain liens, enter into certain transactions with affiliates, agree to certain restrictions on the ability of the Issuer’s restricted subsidiaries to make certain payments, sell or transfer certain assets and consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its restricted subsidiaries’ assets.

On March 13, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $ 700 million aggregate principal amount of 7.750 % senior secured notes due 2030 (the “2030 Secured Notes”).

The 2030 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including Wayfair) and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

The indenture provides, among other things, that the 2030 Secured Notes will be senior secured obligations of the Issuer.

Interest on the 2030 Secured Notes is payable semi-annually, in arrears, on March 15 and September 15 of each year, commencing on September 15, 2025, at a rate of 7.750 % per annum.

The annual effective interest rate of the 2030 Secured Notes is 7.90 %.

Transaction costs to issue the 2030 Secured Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding 2030 Secured Notes.

The 2030 Secured Notes will mature on September 15, 2030, unless earlier redeemed, in accordance with their terms or repurchased.

On November 7, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $ 700 million aggregate principal amount of 6.750 % senior secured notes due 2032 (the “2032 Secured Notes” and, together with the 2029 Secured Notes and the “2030 Secured Notes”, the “Senior Secured Notes,” and the Senior Secured Notes, together with the Convertible Notes (as defined below), the “Notes”).

The 2032 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including Wayfair) and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

The indenture provides, among other things, that the 2032 Secured Notes will be senior secured obligations of the Issuer.

Interest on the 2032 Secured Notes is payable semi-annually, in arrears, on May 15 and November 15 of each year, commencing on May 15, 2026, at a rate of 6.750 % per annum.

The annual effective interest rate of the 2032 Secured Notes is 6.80 %.

Transaction costs to issue the 2032 Secured Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding 2032 Secured Notes.

The 2032 Secured Notes will mature on November 15, 2032, unless earlier redeemed, in accordance with their terms or repurchased.

Senior Secured Note Indentures

The Senior Secured Notes are governed by separate indentures between the Issuer, the guarantors named therein (including Wayfair) and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

Each indenture contains covenants that restrict the Issuer’s ability and the ability of its restricted subsidiaries to, among other things, incur additional indebtedness, declare or pay dividends, redeem stock or make other distributions or restricted payments, make certain investments, create certain liens, enter into certain transactions with affiliates, agree to certain restrictions on the ability of the Issuer’s restricted subsidiaries to make certain payments, sell or transfer certain assets and consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its restricted subsidiaries’ assets.

These covenants are subject to a number of important limitations, qualifications and exceptions.

In addition, certain of these covenants, including the limitation on indebtedness, will cease to apply to the 2029 Secured Notes for so long as the 2029 Secured Notes have investment grade ratings from any two of the prescribed rating agencies.

If a change of control occurs, the Issuer may be required to offer the holders of the 2029 Secured Notes an opportunity to sell all or part of their 2029 Secured Notes at a purchase price of 101 % of the principal amount of such 2029 Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

In addition, if Wayfair sells assets under certain circumstances, the Issuer may be required to make an offer to purchase a portion of the 2029 Secured Notes.

As of December 31, 2024, Wayfair was in compliance with all covenants in the indenture.

The indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest;

In addition, certain of these covenants, including the limitation on indebtedness, will cease to apply to the Senior Secured Notes for so long as the Senior Secured Notes have investment grade ratings from any two of the prescribed rating agencies.

If a change of control occurs, the Issuer may be required to offer the holders of the Senior Secured Notes an opportunity to sell all or part of their Senior Secured Notes at a purchase price of 101 % of the principal amount of such Senior Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

In addition, if Wayfair sells assets under certain circumstances, the Issuer may be required to make an offer to purchase a portion of the Senior Secured Notes.

As of December 31, 2025, Wayfair was in compliance with all covenants in the indentures.

The indentures provide for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest;

breach of other agreements in the indenture;

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the failure of certain guarantees to be enforceable (other than in accordance with the terms of the indenture);

and the assertion by the Issuer, Wayfair or any guarantor that is a significant subsidiary in any pleading that any security interest related to the 2029 Secured Notes is invalid or unenforceable.

Convertible Non-Accreting Notes

The following table summarizes certain terms related to the Company’s current outstanding non-accreting convertible notes (collectively, the “Non-Accreting Notes,” together with the 2025 Accreting Notes, the “Convertible Notes” and together with the 2029 Secured Notes, the “Notes”):

Non-Accreting Notes Maturity Date Annual Coupon Rate Annual Effective Interest Rate Payment Dates for Semi-Annual Interest Payments in Arrears

2025 Notes October 1, 2025 0.625 % 0.9 % April 1 and October 1

and the assertion by the Issuer, Wayfair or any guarantor that is a significant subsidiary in any pleading that any security interest related to the Senior Secured Notes is invalid or unenforceable.

Convertible Notes

The following table summarizes certain terms related to the Company’s current outstanding convertible notes (collectively, the “Convertible Notes”:

Convertible Notes Maturity Date Annual Coupon Rate Annual Effective Interest Rate Payment Dates for Semi-Annual Interest Payments in Arrears

2026 Notes August 15, 2026 1.000 % 1.2 % February 15 and August 15

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2028 Notes November 15, 2028 3.500 % 3.8 % May 15 and November 15

In November 2018, Wayfair issued $ 575.0 million in aggregate principal amount of 1.125 % Convertible Senior Notes due 2024 (the “2024 Notes”), which included the exercise in full of a $ 75.0 million option granted to the initial purchasers.

On November 1, 2024, the 2024 Notes matured and Wayfair paid in cash the remaining outstanding principal amount of $ 117 million to the holders of the 2024 Notes.

In August 2020, Wayfair issued $ 1.518 billion in aggregate principal amount of 0.625 % Convertible Senior Notes due 2025 (the “2025 Notes”), which included the exercise in full of a $ 198.0 million option granted to the initial purchasers.

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On November 11, 2024, Wayfair repurchased for cash $ 518 million aggregate principal amount of the 2025 Notes.

For more information, see “Partial Extinguishment the Convertible Notes” below.

On May 9, 2025, Wayfair repurchased for cash $ 80 million in aggregate principal amount of the 2025 Notes.

For more information, see “ Partial Extinguishment of Convertible Notes ” below.

On October 1, 2025, the 2025 Notes matured and Wayfair paid in cash the remaining outstanding principal of $ 157 million to the holders of the 2025 Notes.

In August 2019, Wayfair issued $ 948.75 million in aggregate principal amount of 1.000 % Convertible Senior Notes due 2026 (the “2026 Notes”), which included the exercise in full of a $ 123.75 million option granted to the initial purchasers.

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On November 11, 2024, Wayfair repurchased for cash $ 215 million aggregate principal amount of the 2026 Notes.

For more information, see “Partial Extinguishment the Convertible Notes” below.

On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $ 578 million in aggregate principal amount of the 2026 Notes.

On May 9, 2025, Wayfair repurchased for cash $ 118 million aggregate principal amount of the 2026 Notes.

For more information, see “ Partial Extinguishment of Convertible Notes ” below.

In September 2022, Wayfair issued $ 690.0 million in aggregate principal amount of 3.250 % Convertible Senior Notes due 2027 (the “2027 Notes”), which included the exercise in full of a $ 90.0 million option granted to the initial purchasers.

In connection with the issuance of the 2027 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2027 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2027 Notes (the “2027 Capped Calls”).

In May 2023, Wayfair issued $ 690.0 million in aggregate principal amount of 3.500 % Convertible Senior Notes due 2028 (the “2028 Notes” and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Non-Accreting Notes”), which included the exercise in full of a $ 90.0 million option granted to the initial purchasers.

On November 12, 2025, Wayfair repurchased for cash $ 210 million aggregate principal amount of the 2027 Notes.

For more information, see “ Partial Extinguishment of Convertible Notes ” below.

On February 6, 2026, Wayfair issued a notice to holders of the Company’s 3.25 % Convertible Senior Notes due 2027 calling for redemption $ 250 million principal amount of the outstanding Notes.

On March 23, 2026 (the “Redemption Date”), any outstanding Notes that are called for redemption and have not been submitted for conversion will be redeemed for cash at a price equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date.

In May 2023, Wayfair issued $ 690.0 million in aggregate principal amount of 3.500 % Convertible Senior Notes due 2028 (the “2028 Notes” and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Convertible Notes”), which included the exercise in full of a $ 90.0 million option granted to the initial purchasers.

In connection with the issuance of the 2028 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2028 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2028 Notes (the “2028 Capped Calls”).

Convertible Accreting Notes

In April 2020, Wayfair issued $ 535.0 million in aggregate original principal amount of 2.50 % Accreting Convertible Senior Notes due 2025 (the “2025 Accreting Notes”, and collectively with the Non-Accreting Notes, the “Convertible Notes”) to Great Hill, CBEP Investments, LLC (“Charlesbank”) and The Spruce House Partnership LLC.

The 2025 Accreting Notes are fully and unconditionally guaranteed on a senior unsecured basis by Wayfair LLC, a wholly-owned subsidiary of Wayfair Inc., as guarantor.

On November 11, 2024, Wayfair repurchased in full the remaining $ 39 million in aggregate principal amount of the 2025 Accreting Notes.

On August 20, 2025, Wayfair repurchased $ 101 million in aggregate principal amount of the 2028 Notes.

For more information, see “ Partial Extinguishment of Convertible Notes ” below.

Convertible Note Indentures

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Bank National Association, as trustee.

The Non-Accreting Notes indenture also includes Wayfair LLC, as guarantor.

The Convertible Notes indentures also include Wayfair LLC, as guarantor.

Each indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25 % in aggregate principal amount of the respective Convertible Notes then outstanding may declare the entire principal amount or accreted principal amount, as the case may be, of the respective Convertible Notes plus accrued interest, if any, to be immediately due and payable.

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Wayfair's Convertible Notes will mature at their maturity date unless earlier purchased, redeemed or converted.

The Non-Accreting Notes’ initial conversion terms are summarized below:

The Convertible Notes’ initial conversion terms are summarized below:

Convertible Notes Maturity Date Free Convertibility Date Initial Conversion Rate per $1,000 Principal Initial Conversion Price Redemption Date

2025 Notes October 1, 2025 July 1, 2025 2.3972 $ 417.15 October 4, 2022

2026 Notes August 15, 2026 May 15, 2026 6.7349 $ 148.48 August 20, 2023

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The conversion rate is subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of Wayfair’s Class A common stock, but will not be adjusted for accrued and unpaid interest.

Wayfair will settle any conversions of the Non-Accreting Notes in cash, shares of Wayfair’s Class A common stock or a combination thereof, with the form of consideration determined at Wayfair’s election.

The holders of the Non-Accreting Notes may convert all or a portion of such Notes prior to certain specified dates (each, a “Free Convertibility Date”) under the following circumstances (in each case, as applicable to each series of Non-Accreting Notes):

Wayfair will settle any conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or a combination thereof, with the form of consideration determined at Wayfair’s election.

The holders of the Convertible Notes may convert all or a portion of such Notes prior to certain specified dates (each, a “Free Convertibility Date”) under the following circumstances (in each case, as applicable to each series of Convertible Notes):

• during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Wayfair’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

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• upon the occurrence of specified corporate events (as set forth in the applicable indenture).

The conditional conversion features of the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended December 31, 2024, therefore, the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended March 31, 2025 pursuant to the applicable last reported sales price conditions.

Upon the occurrence of a fundamental change (as defined in the applicable indenture), holders of the applicable series of the Non-Accreting Notes may require Wayfair to repurchase all or a portion of such Notes for cash at a price equal to 100 % of the principal amount of such Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date.

Holders of the Non-Accreting Notes who convert their respective Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the applicable indenture) may be entitled to a premium in the form of an increase in the conversion rate of the respective Notes.

Wayfair may not redeem the Non-Accreting Notes prior to certain dates (the “Redemption Date”).

On or after the applicable Redemption Date, Wayfair may redeem for cash all or part of the applicable series of the Non-Accreting Notes if the last reported sale price of Wayfair’s Class A common stock equals or exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which Wayfair provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which Wayfair provides notice of the redemption.

The redemption price will be either 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, or the if-converted value if the holder elects to convert their Non-Accreting Notes upon receiving notice of redemption.

On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Convertible Notes may convert their Convertible Notes at any time.The conditional conversion features of the 2027 Notes and 2028 Notes were triggered during the calendar quarter ended December 31, 2025, therefore the 2027 Notes and 2028 Notes are convertible during the calendar quarter ended March 31, 2026.

The conditional conversion features of the 2026 Notes were not triggered during the calendar quarter ended December 31, 2025, therefore, the 2026 Notes are not convertible during the calendar quarter ended March 31, 2026 pursuant to the applicable last reported sales price conditions.

Upon the occurrence of a fundamental change (as defined in the applicable indenture), holders of the applicable series of the Convertible Notes may require Wayfair to repurchase all or a portion of such Notes for cash at a price equal to 100 % of the principal amount of such Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date.

Holders of the Convertible Notes who convert their respective Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the applicable indenture) may be entitled to a premium in the form of an increase in the conversion rate of the respective Notes.

Wayfair may not redeem the Convertible Notes prior to certain dates (the “Redemption Date”).

On or after the applicable Redemption Date, Wayfair may redeem for cash all or part of the applicable series of the Convertible Notes if the last reported sale price of Wayfair’s Class A common stock equals or exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which Wayfair provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which Wayfair provides notice of the redemption.

The redemption price will be either 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, or the if-converted value if the holder elects to convert their Convertible Notes upon receiving notice of redemption.

The Company has not called for redemption or redeemed any of the Convertible Notes as of December 31, 2025.

Accounting for the Convertible Notes

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Transaction costs to issue the Convertible Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding Convertible Notes.

Partial Extinguishment the Convertible Notes

On November 11, 2024, Wayfair repurchased $ 518 million in aggregate principal amount of the 2025 Notes, $ 215 million in aggregate principal amount of the 2026 Notes and the remaining $ 39 million in aggregate principal amount of the 2025 Accreting Notes, in privately negotiated transactions.

In accounting for the repurchases, Wayfair recorded a $ 29 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 741 million and the combined net carrying value of the 2025 Notes, 2026 Notes and 2025 Accreting Notes of $ 770 million.

Partial Extinguishment of Convertible Notes

On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $ 578 million in aggregate principal amount of the 2026 Notes.

In accounting for the repurchases, Wayfair recorded a $ 25 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 551 million and the net carrying value of the 2026 Notes of $ 576 million.

On May 9, 2025, Wayfair used the remaining proceeds from the 2030 Secured Notes offering, together with cash on hand, to repurchase $ 80 million in aggregate principal amount of the 2025 Notes and $ 118 million in aggregate principal amount of the 2026 Notes.

In accounting for these repurchases, Wayfair recorded a $ 6 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 191 million and the combined net carrying value of the 2025 Notes and the 2026 Notes of $ 197 million.

On August 20, 2025, Wayfair repurchased $ 101 million in aggregate principal amount of the 2028 Notes.

In accounting for the repurchases, Wayfair recorded a $ 99 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 200 million and the net carrying value of the 2028 Notes of $ 101 million.

On November 12, 2025, Wayfair repurchased $ 210 million in aggregate principal amount of the 2027 Notes.

In accounting for the repurchases, Wayfair recorded a $ 165 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 375 million and the net carrying value of the 2027 Notes of $ 210 million.

Conversions of Convertible Notes

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2029 Secured Notes 58 3 61 13 — 13 — — —

2030 Secured Notes 43 1 44 — — — — — —

2032 Secured Notes 7 — 7 — — — — — —

2025 Accreting Notes — — — 1 — 1 1 — 1

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Fair Value of the Notes

As of December 31, 2024, the estimated fair value of the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2029 Secured Notes was $ 227 million, $ 682 million, $ 738 million, $ 859 million and $ 802 million, respectively.

As of December 31, 2025, the estimated fair value of the 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes, 2030 Secured Notes and 2032 Secured Notes was $ 39 million, $ 804 million, $ 1,354 million, $ 835 million, $ 747 million and $ 721 million, respectively.

The estimated fair values of the Notes was determined through consideration of quoted market prices.

The fair values of the Notes are classified as Level 2 as defined in Note 3, Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements .

As of December 31, 2024, the if-converted value of the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes did not exceed the principal value.

As of December 31, 2025, the if-converted value of the 2027 Notes and of the 2028 Notes exceeded the principal value by $ 280 million and $ 702 million, respectively.

As of December 31, 2025, the if-converted value of the 2026 Notes did not exceed the principal value.

Seniority of the Notes

The 2029 Secured Notes are senior secured debt obligations secured by first-priority liens, which assets also secure the Revolver on a first-priority pari passu basis.

The 2029 Secured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors.

The 2029 Secured Notes, 2030 Secured Notes and 2032 Secured Notes are senior secured debt obligations secured by first-priority liens, which assets also secure the Revolver on a first-priority pari passu basis.

The 2029 Secured Notes, 2030 Secured Notes and 2032 Secured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors.

The Convertible Notes are general senior unsecured obligations of Wayfair.

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The Convertible Notes are structurally subordinated to all existing and future indebtedness and liabilities of Wayfair’s subsidiaries.

The 2025 Capped Calls, 2026 Capped Calls, 2027 Capped Calls and 2028 Capped Calls (collectively, the “Capped Calls”) are expected generally to reduce the potential dilution and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Non-Accreting Notes upon conversion of the Non-Accreting Notes if the market price per share of Wayfair’s Class A common stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Non-Accreting Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the “Initial Cap Price”).

The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Non-Accreting Notes are converted, repurchased or redeemed prior to such date.

Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price (or, with respect to the 2025 Capped Calls, the volume-weighted average price) of Wayfair’s Class A common stock on the date the corresponding Non-Accreting Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements.

Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Non-Accreting Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Non-Accreting Notes.

The 2027 Capped Calls and 2028 Capped Calls (collectively, the “Capped Calls”) are expected generally to reduce the potential dilution and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes if the market price per share of Wayfair’s Class A common stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Convertible Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the “Initial Cap Price”).

The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Convertible Notes are converted, repurchased or redeemed prior to such date.

Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price of Wayfair’s Class A common stock on the date the corresponding Convertible Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements.

Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.

The initial terms for the Capped Calls are presented below:

Capped Calls Maturity Date Initial Cap Price Cap Price Premium

2025 Capped Calls October 1, 2025 $ 787.08 150 %

2026 Capped Calls August 15, 2026 $ 280.15 150 %

2027 Capped Calls September 15, 2027 $ 97.62 100 %

2028 Capped Calls November 15, 2028 $ 73.28 100 %

The Capped Calls are separate transactions from the Non-Accreting Notes, are not subject to the terms of the Non-Accreting Notes and will not affect any holder’s rights under the Non-Accreting Notes.

Similarly, holders of the Non-Accreting Notes do not have any rights with respect to the Capped Calls.

The Capped Calls are separate transactions from the Convertible Notes, are not subject to the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes.

Similarly, holders of the Convertible Notes do not have any rights with respect to the Capped Calls.

The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to Wayfair's stock and meet the requirements to be classified in equity.

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Wayfair has entered into purchase obligations that represent enforceable and legally binding software license and freight commitments.

Payments due under these purchase obligations are $ 249 million in 2025, $ 33 million in 2026, $ 24 million in 2027, $ 5 million in 2028, none in 2029 or thereafter.

Payments due under these purchase obligations are $ 243 million in 2026, $ 209 million in 2027, $ 197 million in 2028 and no other commitments thereafter.

These payments exclude payments for contracts that are able to be canceled, both in full or in part, since they do not represent legally binding arrangements.

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Litigation and legal claims are inherently unpredictable and claims cannot be predicted with certainty.

An unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations.

In addition, Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear.

An unfavorable resolution of any such matter could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations.

Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear.

However, Wayfair does not currently believe that the outcome of any legal matters will have a material adverse effect on Wayfair’s results of operations or financial condition.

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The Canada Border Services Agency (“CBSA”) is examining Wayfair’s payment of duties under the Special Import Measures Act (the “CBSA Review”) for goods imported into Canada for the years ended December 31, 2023 and 2022 and part of the year ended December 31, 2021.

The estimated potential liability for the CBSA review, net of any amounts that may be recouped through the appeals process, is approximately $ 41 million, inclusive of duties and interest.

Related to the CBSA review, during the year ended December 31, 2024, Wayfair incurred approximately $ 18 million to cost of goods sold and approximately $ 4 million to selling, operations, technology, general and administrative within the consolidated statement of operations.

During the year ended December 31, 2024, Wayfair made payments of approximately $ 21 million of duties and $ 5 million of interest charges based on assessments received related to the year ended December 31, 2022 and part of the year ended December 31, 2021.

Wayfair is required to pay all assessed amounts in order to exercise its appeal rights.

Wayfair believes there are substantial factual and legal grounds to appeal and partially recuperate these amounts and is exploring other options to mitigate exposure.

As of December 31, 2024, approximately $ 4 million was recorded within other current liabilities in the consolidated balance sheets.

Periodically, Wayfair receives assessments from the CBSA and Wayfair is required to pay all assessed amounts in order to exercise its appeal rights.

Wayfair believes there are substantial factual and legal grounds to appeal and partially recoup these amounts and is exploring other options to mitigate exposure.

During the year ended December 31, 2025, in connection with the CBSA Review, Wayfair incurred approximately $ 14 million to cost of goods sold within the consolidated statements of operations and made payments of approximately $ 19 million of duties based on assessments received during the year ended December 31, 2025, related to the year ended December 31, 2023.

As of December 31, 2025, there were no costs recorded within other current liabilities in the consolidated balance sheets.

The CBSA is also examining Wayfair’s valuation of duties under the Customs Act for goods imported into Canada for the years ended December 31, 2025, 2024, 2023, 2022, 2021 and 2020.

The examination for the years ended December 31, 2021 and 2020 resulted in a gain of $ 16 million related to an overpayment of duties during those years.

Wayfair considered this realizable during December 2024 and was recorded as a reduction to cost of goods sold within the consolidated statement of operations and a related receivable within Prepaid expenses and other current assets on the consolidated balance sheets.

The refunds from this audit will primarily be used to offset future normal course custom duties payments and payments due under the CBSA Review.

Because loss contingencies are inherently unpredictable, this assessment is subjective and requires judgments about future events.

As a result, it is at least reasonably possible that this estimate may change in the near term and the effect of the potential change could be material.

During the year ended December 31, 2025, Wayfair recorded a benefit of $ 45 million to cost of goods sold within the consolidated statements of operations related to the examinations for the years ended December 31, 2025, 2024, 2023 and 2022.

The amount recorded includes $ 42 million that relates to the examinations for the years ended December 31, 2024 and prior.

This was related to an overpayment of duties during those years, and the refunds from this audit will primarily be used to offset future normal course custom duties payments and payments due under the CBSA Review.

Employee Benefit Plans

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Wayfair authorized 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, for future issuance.

As of December 31, 2024, Wayfair had no shares of undesignated preferred stock issued or outstanding.

As of December 31, 2025, Wayfair had no shares of preferred stock issued or outstanding.

Wayfair authorized 500,000,000 shares of Class A common stock, $ 0.001 par value per share, and 164,000,000 shares of Class B common stock, $ 0.001 par value per share, of which 108,365,428 and 100,762,581 shares of Class A common stock and 21,978,295 and 24,658,295 shares of Class B common stock were outstanding as of December 31, 2025 and 2024, respectively.

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On August 21, 2020, the Board authorized the repurchase of up to $ 700 million of Wayfair’s Class A common stock in the open market, through privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan (the “2020 Repurchase Program”).

On August 10, 2021, the Board authorized a new $ 1.0 billion share repurchase program on the same terms (the “2021 Repurchase Program,” together with the 2020 Repurchase Program, the “Repurchase Programs”).

On August 10, 2021, the Board authorized a new $ 1.0 billion share repurchase program on the same terms (the “2021 Repurchase Program” and, together with the 2020 Repurchase Program, the “Repurchase Programs”).

There is no stated expiration date for the Repurchase Programs.

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During the years ended December 31, 2025, 2024 and 2023, Wayfair did not repurchase any shares of Class A Common stock under the Repurchase Programs.

During the year ended December 31, 2022, Wayfair repurchased 548,173 shares of Class A common stock for $ 75 million under the 2020 Repurchase Program.

Equity-Based Compensation

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The Incentive Plans were adopted by the board of directors (the “Board”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent.

The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and stock payments.

Beginning in April 2025, Wayfair primarily withholds shares of Class A common stock upon vesting of restricted stock units to cover necessary tax withholding obligations as permitted by the 2023 Plan.

The value of the withheld shares is classified as a reduction to common stock and additional paid-in capital.

Shares subject to awards that are forfeited, expire or are otherwise

terminated without shares being issued, or shares withheld to satisfy tax withholding obligations, will be returned to the pool of shares available for grant and issuance under the 2023 Plan.

Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants.

As of December 31, 2025, 6,981,236 shares of Class A common stock remained available for future grant under the 2023 Plan.

Restricted Stock Units

The following table presents activity relating to RSUs for the year ended December 31, 2025:

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Unvested at December 31, 2024

2,455,486 $ 72.11

RSUs granted 5,181,341 $ 56.93

RSUs vested (1)

( 6,494,439 ) $ 56.77

RSUs forfeited/canceled ( 322,743 ) $ 79.84

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819,645 $ 94.73

(1) The amount of RSUs vested includes shares withheld by Wayfair to cover taxes.

As of December 31, 2025, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 17 million with a weighted-average remaining vesting term of 0.1 years.

The following table summarizes activity for the years ended December 31:

The following table summarizes activity for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

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As of December 31, 2025, the aggregate intrinsic value of unvested RSUs was $ 82 million.

Performance Stock Units with Market-Based Conditions

In September 2025, under the 2023 Plan, the Company granted 5,000,000 PSUs to the Company’s Chief Executive Officer (the “CEO Award”).

The CEO Award consists of six tranches of PSUs over specified performance periods that each vest based upon the satisfaction of both:

(i) the CEO’s continued employment as CEO through the applicable vesting date, and (ii) the achievement of certain stock price hurdles.

If the stock price hurdle for a particular tranche of PSUs is not met during the applicable performance period for such tranche, or if the CEO’s service is terminated before achieving such stock price hurdle, no portion of that tranche will vest.

The estimated fair value and derived service period for awards with market conditions are calculated using a Monte Carlo simulation.

Expected volatility assumptions applied within the valuation model are derived from the market-based implied volatility levels of the Company’s options at the time of grant.

The expected volatility used to estimate the fair value of the CEO Award was 60 %.

The following table summarizes activity for the twelve months ended December 31, 2025:

Shares Weighted-Average

Unvested at December 31, 2024

PSUs granted 5,000,000 56.11

PSUs vested — —

PSUs forfeited/cancelled — —

Unvested at December 31, 2025

5,000,000 $ 56.11

As of December 31, 2025, there was $ 259 million of unrecognized stock-based compensation expense related to PSUs.

The Company expects to recognize this amount over a remaining weighted-average period of 4.1 years.

As of December 31, 2025, the aggregate intrinsic value of unvested PSUs was $ 502 million.

Equity-based compensation was classified as follows in the consolidated statements of operations for the years ended December 31:

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Provision for income taxes, net $ 9 $ 10 $ 9

The actual provision for income taxes, net differs from the expected provision for income taxes computed at the U.S.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the actual provision for income taxes, net differs from the expected provision for income taxes computed at the U.S.

Federal statutory tax rate of 21 % due to the following:

Year Ended December 31,

2024 2023 2022

(in millions)

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Provision for income taxes, net $ 10 $ 9

Certain prior period items in the table above were reclassified to conform to the current period presentation.

As further described in Note 1, Summary of Significant Accounting Policies, the company has adopted ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures, on January 1, 2025 prospectively.

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to Company’s effective rate of the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:

Year Ended December 31,

(in millions, except percentages)

Loss before income taxes $ ( 304 )

Federal statutory tax rate ( 64 ) 21.0 %

State and local income taxes, net of federal(national) income tax effect (a)

Foreign tax eﬀects

Valuation allowance 8 ( 2.6 ) %

Other ( 2 ) 0.7 %

Total other foreign ( 4 ) 1.3 %

Changes in valuation allowances 54 ( 17.8 ) %

Nontaxable or nondeductible items

Loss on debt extinguishment

45 ( 14.8 ) %

Limitation on officer’s compensation

Other 3 ( 1.0 ) %

Other adjustments

Shortfall expense from equity-based compensation

Interest expense ( 49 ) 16.1 %

Provision for income taxes, net 9 ( 3.0 ) %

(a) State taxes in California and Texas made up the majority of the tax effect in this category

The components of loss before income taxes determined by tax jurisdiction, are as follows:

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Total $ ( 304 ) $ ( 482 ) $ ( 729 )

During the year ended December 31, 2025, the Company paid $ 4 million in state income taxes, net of refunds received, and $ 8 million in foreign tax payments.

The payments per state and foreign jurisdiction were immaterial for the year ended December 31, 2025.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities for the periods presented are as follows:

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Leases 261 283

Interest expense 86 —

Gross deferred tax assets 1,439 1,331

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The valuation allowance increased by $ 134 million during 2025.

The increase in the valuation allowance is the result of Wayfair establishing a valuation allowance related to the current year operating losses, and adjustments to our operating loss carryforwards when we filed our returns.

The increase in the valuation allowance is the result of Wayfair establishing a valuation allowance related to the net increase of $ 102 million in losses and $ 86 million in interest expense, partially offset by a $ 51 million reduction of capitalized technology and $ 3 million of various other assets amounting during the current year.

In determining the need for a valuation allowance, Wayfair has given consideration to the cumulative book income and loss positions of each of its entities as well as its worldwide cumulative income position.

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At December 31, 2025, Wayfair has determined that it is more likely than not that Wayfair will not realize the benefits of its deferred tax assets, and as a result, has maintained a full valuation allowance against substantially all of the worldwide net deferred tax assets.

As of December 31, 2024, Wayfair had federal net operating loss carryforwards available to offset future federal taxable income of $ 3.1 billion.

In addition, Wayfair had state net operating loss carryforwards available in the amount of $ 2.9 billion which are available to offset future state taxable income.

Of the federal net operating loss carryforwards, $ 205 million begin to expire in the year ending December 31, 2037 if unused.

Federal net operating loss carryforwards of $ 2.9 billion do not expire.

The state net operating loss carryforwards begin to expire in the year ending December 31, 2025.

The ability to utilize these federal and state net operating loss carryforwards may be limited in the future if Wayfair experiences an ownership change pursuant to Internal Revenue Code Section 382.

As of December 31, 2025, Wayfair had tax effected federal net operating loss carryforwards of $ 437 million available to offset future federal tax liabilities.

In addition, Wayfair had tax-effected state net operating loss carryforwards of $ 181 million available to offset future state tax liabilities.

Of the tax-effected federal net operating loss carryforwards, $ 42 million begin to expire in the year ending December 31, 2037, and $ 395 million do not expire.

The tax-effected state net operating loss carryforwards begin to expire in the year ending December 31, 2025.

The ability to utilize these federal and state tax attributes may be limited in the future if Wayfair experiences an ownership change pursuant to Internal Revenue Code Section 382.

An ownership change occurs when the ownership percentages of 5% or greater stockholders change by more than 50% over a three-year period.

Through December 31, 2024, Wayfair has determined that the ability to use tax attributes is not impacted by such a restrictive limitation.

As of December 31, 2024, Wayfair also had foreign net operating loss carryforwards available to offset future foreign income of $ 1.8 billion.

Foreign net operating loss carryforwards of $ 107 million will begin to expire in the year ending December 31, 2038.

Foreign net operating loss carryforwards of $ 1.7 billion do not expire.

As of December 31, 2024, Wayfair has not provided for deferred income taxes on outside basis differences in its foreign subsidiaries of approximately $ 346 million since these basis differences are deemed to be indefinitely reinvested, or it is within the control of Wayfair to recognize these basis differences on a tax-free basis.

Upon realization of the outside basis differences in

the form of dividends or otherwise, Wayfair could be subject to income taxes as well as withholding taxes.

Through December 31, 2025, Wayfair is not aware of any ownership changes that would result in a material limitation on its ability to utilize these tax attributes.

As of December 31, 2025, Wayfair also had tax effected foreign net operating loss carryforwards of $ 293 million available to offset future foreign tax liabilities.

Of these, $ 39 million will begin to expire in the year ending December 31, 2038, and $ 254 million do not expire.

As of December 31, 2025, Wayfair has not provided for deferred income taxes on the outside bases differences in its foreign subsidiaries since they are indefinitely reinvested, or it is within the control of Wayfair to recognize these basis differences on a tax-free basis.

Upon realization of the outside bases differences in the form of dividends or otherwise, Wayfair could be subject to income taxes as well as withholding taxes.

The amount of taxes attributable to the outside basis differences, if realized, is expected to be immaterial.

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As of December 31, 2025, $ 1 million of the $ 306 million of unrecognized tax benefits would affect our effective tax rate, if recognized, and the remaining $ 305 million would affect our deferred tax accounts and our valuation allowance.

In the disclosure of the components of the provision for income taxes above, in the year ended December 31, 2024, $ 1 million of the expense related to uncertain tax positions impacts current tax expense, and $ 305 million impacts deferred tax expense.

Wayfair's policy is to recognize interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes, net.

Related to the unrecognized tax benefits noted above, Wayfair did not accrue any penalties and interest during 2025, 2024 or 2023 because it is believed that such additional interest and penalties would be insignificant.

Wayfair's tax jurisdictions include the U.S., the United Kingdom, Germany, Ireland, Canada, Hong Kong and the British Virgin Islands.

Wayfair's tax jurisdictions include the U.S., the United Kingdom, Ireland, India, and Canada.

The statute of limitations with respect to U.S.

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The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries.

During 2024, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws.

Through 2025, many countries have incorporated Pillar 2 model rule concepts into their domestic laws.

Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2.

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Our deferred tax assets and liabilities are calculated based on the statutory tax rates in the various jurisdictions in which we operate.

Our deferred tax assets and liabilities do not reflect the potential impact of Pillar 2 top-up taxes or any other minimum tax regimes for future periods.

These taxes will be in-period items if they are realized.

As of December 31, 2024, the impact of a top-up tax on our deferred tax assets and liabilities would be immaterial net, due to our full valuation allowance.

Our deferred tax assets and liabilities do not reflect the potential impact of Pillar 2 top-up taxes or any other minimum tax regimes for future periods, as such taxes are treated as period costs in accordance with US GAAP.

Wayfair is still evaluating the potential consequences of Pillar 2 on longer-term financial positions.

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Unvested restricted stock units 1 2 5

Unvested performance stock units 5 —

Shares related to convertible debt instruments 21 31 36

Total 27 33 41

Wayfair may settle conversions of the Non-Accreting Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election.

T he Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Non-Accreting Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Non-Accreting Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Non-Accreting Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price.

Wayfair may settle conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election.

T he Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Convertible Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Convertible Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Convertible Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price.

For more information on the structure of the Notes and the Capped Calls, see Note 6, Debt and Other Financing .

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These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA.

Adjusted EBITDA is defined as net income or loss before depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, net, non-recurring items and other items not indicative of ongoing operating performance.

Adjusted EBITDA is defined as net income or loss before depreciation and amortization;

equity-based compensation and related taxes;

interest income or expense, net;

other income or expense, net;

provision or benefit for income taxes, net;

non-recurring items;and other items that Wayfair believes are not indicative of core operating performance.

These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance.

T he CODM uses Adjusted EBITDA to assess segment performance while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

T he CODM uses Adjusted EBITDA to assess segment performance by comparing actual results versus forecasted, as well as historical financial information, while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies .

Wayfair allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative expenses based on the usage and relative contribution provided to the segments.

It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related net charges and restructuring charges, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit for income taxes, net.

It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related net charges and restructuring and other charges, net, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit for income taxes, net.

There are no net revenue transactions between Wayfair's reportable segments.

segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S.

segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S, together with product sales from Wayfair’s U.S.

physical retail stores.

International

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Net revenue from external customers for each group of similar products and services are not reported to the CODM.

Separate identification of this information for purposes of segment disclosure is impractical, as it is not readily available and the cost to develop it would be excessive.

Separate identification of this information for purposes of segment disclosure is impractical, as it is not readily available and the

cost to develop it would be excessive.

No individual country outside the U.S.

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Other segment items include customer service and merchant fees and selling, operations, technology, general and administrative, and exclude any costs that are excluded from Wayfair's evaluation of segment performance.

Excluded from Wayfair's evaluation of segment performance and from other segment items are depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, net, non-recurring items and other items not indicative of ongoing operating performance.

(3) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss:

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Impairment and other related net charges (a)

Restructuring charges (b)

Gain on debt extinguishment (c)

Restructuring and other charges, net (b)

Loss (gain) on debt extinguishment, net (c)

233 ( 29 ) ( 100 )

Total reconciling items $ 1,056 $ 945 $ 1,044

During the year ended December 31, 2025, Wayfair recorded net charges of $ 23 million, inclusive of $ 20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with our German operations and $ 3 million associated with changes in sublease market conditions for a technology center in the U.S.

During the year ended December 31, 2024, Wayfair recorded net charges of $ 37 million, inclusive of $ 34 million associated with weakened macroeconomic conditions in connection with our German operations, $ 2 million related to changes in sublease market conditions and $ 1 million related to construction in progress assets at identified U.S.

During the year ended December 31, 2023, Wayfair recorded net charges of $ 14 million, inclusive of $ 5 million related to consolidation of certain customer service centers and $ 9 million related to construction in progress assets at identified U.S.

During the year ended December 31, 2022, we recorded net charges of $ 39 million, inclusive of $ 31 million of lease impairment and other net charges related to changes in market conditions around future sublease income for one office location in the U.S.

and charges of $ 8 million related to construction in progress assets at an International warehouse.

During the year ended December 31, 2024, Wayfair incurred $ 79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reductions.

During the year ended December 31, 2025, Wayfair incurred $ 53 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs.

This is inclusive of $ 48 million related to the Germany Restructuring and $ 20 million related to the March 2025 workforce reduction.

Additionally, Wayfair recorded a gain on lease modification of $ 15 million, related primarily to the early exit of a portion of our corporate office location.

During the year ended December 31, 2023, Wayfair incurred $ 65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions.

During the year ended December 31, 2022, Wayfair incurred $ 31 million of charges consisting primarily of one-time employee severance and benefit costs associated with the August 2022 workforce reductions.

During the year ended December 31, 2025, Wayfair recorded a $ 233 million loss on debt extinguishment upon repurchase of $ 210 million in aggregate principal amount of the 2027 notes, $ 101 million in aggregate principal amount of the 2028 Notes, $ 80 million in aggregate principal amount of the 2025 Notes and $ 696 million in aggregate principal amount of the 2026 Notes.

During the year ended December 31, 2024, Wayfair recorded a $ 29 million gain on debt extinguishment upon repurchase of $ 518 million in aggregate principal amount of the 2025 Notes, $ 215 million in aggregate principal amount of the 2026 Notes and the remaining $ 39 million in aggregate principal amount of the 2025 Accreting Notes.

During the year ended December 31, 2023, Wayfair recorded a $ 100 million gain on debt extinguishment upon repurchase of $ 83 million in aggregate principal amount of the 2024 Notes and $ 535 million in aggregate principal amount of the 2025 Notes.

During the year ended December 31, 2022, Wayfair recorded a $ 96 million gain on debt extinguishment upon repurchase of $ 375 million in aggregate principal amount of the 2024 Notes and $ 229 million in aggregate principal amount of the 2025 Notes.

See “Non-GAAP Financial Measures” in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K for more information regarding the use of Adjusted EBITDA.

The following table presents long-lived assets attributable to Wayfair's reportable segments reconciled to the consolidated amounts:

Year Ended December 31,

2025 December 31,

(in millions)

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The following table presents total assets attributable to Wayfair's reportable segments reconciled to consolidated amounts:

Year Ended December 31,

2025 December 31,

(in millions)

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Corporate assets include cash and cash equivalents, short-term investments, long-lived assets at corporate facilities, capitalized internal-use software and website development costs and other non-current assets.

Subsequent Events

On January 10, 2025, Wayfair announced its decision to exit the German market, herein referred to as the Germany Restructuring, including a workforce reduction impacting approximately 730 employees, although Wayfair expects approximately half of these positions to relocate to other corporate offices.

Wayfair recorded partial non-cash charges during the year ended December 31, 2024 and expects to incur the remainder of the aggregate charges during the first quarter of 2025.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data