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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 21 added, 175 removed, 213 unchanged (48% of the section changed)

9 unchanged sentences

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

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its attestation report which is included immediately following Item 9A.

Controls and Procedures , in this Annual Report on Form 10-K.

The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the company’s internal control over financial reporting as of December 31, 2025, as stated in its attestation report which is included in Part II, Item 8, Financial Statements and Supplementary Data, in this Annual Report on Form 10-K.

Limitations on Disclosure Controls and Procedures and Internal Control over Financial Reporting

5 unchanged sentences

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended December 31, 2025 covered by this Annual Report on Form 10-K, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control Over Financial Reporting

We have audited Wayfair Inc.’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) (the COSO criteria).

In our opinion, Wayfair Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the 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 effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

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

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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) 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 (3) 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.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 20, 2025

Other Information

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2025, no director or officer adopted or terminated , a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

38 unchanged sentences

4.3 Form of 1.00% Convertible Senior Notes due 2026 (included in Exhibit 4.2)

4.4 Form of Indenture by and between Wayfair Inc., Wayfair LLC, as Guarantor, and U.S.

Bank National Association, as trustee

8-K 001-36666 4/8/2020 4.1

4.5 Form of 2.50% Accreting Convertible Senior Notes due 2025 (included in Exhibit 4.4)

4.6 Indenture, dated as of August 14, 2020, by and between Wayfair Inc.

Bank National Association, as trustee

8-K 001-36666 8/17/2020 4.1

4.7 Form of 0.625% Convertible Senior Notes due 2025 (included in Exhibit 4.6)

4.4 Indenture, dated as of September 13, 2022, by and between Wayfair Inc.

10 unchanged sentences

8-K 001-36666 10/8/2024 4.1

Form of 7.25% Senior Secured Notes (included in Exhibit 4.12)

Form of 7.25% Senior Secured Notes due 2029 (included in Exhibit 4.8)

8-K 001-36666 10/8/2024

Indenture, dated March 13, 2025, among Wayfair LLC, the guarantors party thereto and U.S.

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

8-K 001-36666 3/14/2025 4.1

Form of 7.750% Senior Secured Notes due 2030 (included in Exhibit 4.10)

8-K 001-36666 3/14/2025

Indenture, dated November 7, 2025, among Wayfair LLC, the guarantors party thereto and U.S.

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

8-K 001-36666 11/7/2025 4.1

Form of 6.75% Senior Secured Notes due 2032 (included in Exhibit 4.12)

8-K 001-36666 11/7/2025

Description of Wayfair Securities

17 unchanged sentences

S-1 333-198171 8/15/2014 10.11

10.9 Credit Agreement, dated March 24, 2021 among Wayfair Inc., Wayfair LLC, 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

8-K 001-36666 3/26/2021 10.1

10.10 Amendment No.

1 to the Credit Agreement, dated October 11, 2021, among Wayfair Inc., Wayfair LLC and Citibank, N.A.

as the Administrative Agent

10-K 001-36666 2/24/2022 10.12

10.11 2020 Incremental Commitment Joinder Agreement and Consent to Waiver, dated October 30, 2020, among Silicon Valley Bank, as an Incremental Lender, the other Lenders party thereto, Wayfair LLC, Wayfair Inc.

and Citibank, N.A., as Administrative Agent.

10-Q 001-36666 11/3/2020 10.15

10.12 Letter Agreement, dated November 14, 2018, between Morgan Stanley & Co.

LLC and Wayfair Inc.

regarding the 2018 Base Capped Call Transaction

8-K 001-36666 11/19/2018 10.2

10.13 Letter Agreement, dated November 14, 2018, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2018 Base Capped Call Transaction

8-K 001-36666 11/19/2018 10.3

10.14 Letter Agreement, dated November 14, 2018, between Bank of America, N.A.

and Wayfair Inc.

regarding the 2018 Base Capped Call Transaction

8-K 001-36666 11/19/2018 10.4

10.15 Amended and Restated Letter Agreement, dated November 15, 2018, between Citibank, N.A.

and Wayfair Inc.

regarding the 2017 Base Capped Call Transaction

8-K 001-36666 11/19/2018 10.5

10.16 Amended and Restated Letter Agreement, dated November 15, 2018, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2017 Base Capped Call Transaction

8-K 001-36666 11/19/2018 10.6

10.17 Amended and Restated Letter Agreement, dated November 15, 2018, between Bank of America, N.A.

and Wayfair Inc.

regarding the 2017 Base Capped Call Transaction

8-K 001-36666 11/19/2018 10.7

10.18 Amended and Restated Letter Agreement, dated November 15, 2018, between Citibank, N.A.

and Wayfair Inc.

regarding the 2017 Additional Capped Call Transaction

8-K 001-36666 11/19/2018 10.8

10.19 Amended and Restated Letter Agreement, dated November 15, 2018, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2017 Additional Capped Call Transaction

8-K 001-36666 11/19/2018 10.9

10.20 Amended and Restated Letter Agreement, dated November 15, 2018, between Bank of America, N.A.

and Wayfair Inc.

regarding the 2017 Additional Capped Call Transaction

8-K 001-36666 11/19/2018 10.10

10.21 Letter Agreement, dated November 27, 2018, between Morgan Stanley & Co.

LLC and Wayfair Inc.

regarding the 2018 Additional Capped Call Transaction

8-K 001-36666 11/29/2018 10.1

10.22 Letter Agreement, dated November 27, 2018, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2018 Additional Capped Call Transaction

8-K 001-36666 11/29/2018 10.2

10.23 Letter Agreement, dated November 27, 2018, between Bank of America, N.A.

and Wayfair Inc.

regarding the 2018 Additional Capped Call Transactions

8-K 001-36666 11/29/2018 10.3

10.24 Letter Agreement, dated August 14, 2019, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2019 Base Capped Call Transactions

8-K 001-36666 8/19/2019 10.2

10.25 Letter Agreement, dated August 14, 2019, between Citibank, N.A.

and Wayfair Inc.

regarding the 2019 Base Capped Call Transactions

8-K 001-36666 8/19/2019 10.3

10.26 Letter Agreement, dated August 14, 2019, between JPMorgan Chase Bank, N.A.

and Wayfair Inc.

regarding the 2019 Base Capped Call Transactions

8-K 001-36666 8/19/2019 10.4

10.27 Letter Agreement, dated August 16, 2019, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2019 Base Capped Call Transactions

8-K 001-36666 8/19/2019 10.5

10.28 Letter Agreement, dated August 16, 2019, between Citibank, N.A.

and Wayfair Inc.

regarding the 2019 Base Capped Call Transactions

8-K 001-36666 8/19/2019 10.6

10.29 Letter Agreement, dated August 16, 2019, between JPMorgan Chase Bank, N.A.

and Wayfair Inc.

regarding the 2019 Base Capped Call Transactions

8-K 001-36666 8/19/2019 10.7

10.30 Form of Registration Rights Agreement by and between Wayfair Inc.

and GHEP VII Aggregator, L.P., CBEP Investments, LLC and The Spruce House Partnership LLC

8-K 001-36666 4/8/2020 10.2

10.31 Letter Agreement, dated August 11, 2020, between Barclays PLC and Wayfair Inc.