Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on such evaluation, our CEO and CFO have concluded that, as of December 31, 2025, our disclosure controls and procedures are effective in ensuring that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (b) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). 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, and 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 our assets; (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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors; 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 (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 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
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Wayfair have been detected.
Changes in Internal Control Over Financial Reporting
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.
Item 9B. Other Information
(c) Rule 10b5-1 Trading Plans
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
We have adopted an insider trading compliance policy regarding securities transactions (the “Insider Trading Compliance Policy”) that applies to our directors, officers, employees, consultants, and contractors and those of our subsidiaries. We believe that the Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as the applicable rules and regulations of the New York Stock Exchange. A copy of the Insider Trading Compliance Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
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The remainder of the information required by this Item 10 is incorporated by reference from our proxy statement for our 2026 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2025.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from our proxy statement for our 2026 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from our proxy statement for our 2026 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from our proxy statement for our 2026 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2025.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from our proxy statement for our 2026 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2025.
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements:
The financial statements are filed as part of this Annual Report on Form 10-K under Item 8, Financial Statements and Supplementary Data.
(2) Financial Statement Schedules:
The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under Item 8, Financial Statements and Supplementary Data .
(3) Exhibits:
See the Exhibit Index immediately prior to the signature page in this Annual Report on Form 10-K, which is incorporated herein by reference.
Item 16. Form 10–K Summary
Not applicable.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Exhibit Description Filed or Furnished
Herewith Form File No. Filing Date Exhibit
Number
3.1 Restated Certificate of Incorporation of the Company
8-K 001-36666 10/8/2014 3.1
3.2 Amended and Restated Bylaws of Wayfair Inc.
8-K 001-36666 2/14/2025 3.1
4.1 Specimen stock certificate evidencing the shares of Class A common stock of the Company
S-1 333-198171 9/19/2014 4.1
4.2 Indenture, dated as of August 19, 2019, by and between Wayfair Inc. and U.S. Bank National Association, as trustee
8-K 001-36666 8/19/2019 4.1
4.3 Form of 1.00% Convertible Senior Notes due 2026 (included in Exhibit 4.2)
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4.4 Indenture, dated as of September 13, 2022, by and between Wayfair Inc. and U.S. Bank National Association, as trustee
8-K 001-36666 9/14/2022 4.1
4.5 Form of 3.25% Convertible Senior Notes due 2027 (included in Exhibit 4.4)
4.6
Indenture, dated as of May 12, 2023, by and between Wayfair Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-36666 5/12/2023 4.1
4.7
Form of 3.50% Convertible Senior Notes due 2028 (included in Exhibit 4.6).
8-K 001-36666 5/12/2023
4.8
Indenture, dated October 8, 2024, 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 10/8/2024 4.1
4.9
Form of 7.25% Senior Secured Notes due 2029 (included in Exhibit 4.8)
8-K 001-36666 10/8/2024
4.10
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
4.11
Form of 7.750% Senior Secured Notes due 2030 (included in Exhibit 4.10)
8-K 001-36666 3/14/2025
4.12
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
4.13
Form of 6.75% Senior Secured Notes due 2032 (included in Exhibit 4.12)
8-K 001-36666 11/7/2025
4.14
Description of Wayfair Securities
10-K 001-36666 2/25/2021 4.12
10.1+ 2014 Incentive Award Plan
S-1 333-198171 9/19/2014 10.3
10.2+ Amendment No. 1 to 2014 Incentive Award Plan (included in Annex B)
DEF14A 001-36666 8/29/2022
10.3+ Form of Option Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014)
S-1 333-198171 9/19/2014 10.4
10.4+ Form of Restricted Stock Unit Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014)
S-1 333-198171 9/19/2014 10.5
10.5+ Form of Restricted Stock Unit Agreement under the 2014 Incentive Award Plan (adopted fiscal 2018)
10-K 001-3666 2/25/2019 10.6
10.6+ Form of Restricted Stock Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014)
S-1 333-198171 9/19/2014 10.6
10.7+ Form of Indemnification and Advancement Agreement for Directors and Executive Officers
8-K 001-36666 1/8/2018 10.1
10.8+ Form of Amended and Restated Letter Agreement, dated May 6, 2014 between the Company and each of Niraj Shah and Steven Conine
S-1 333-198171 8/15/2014 10.11
10.9
Letter Agreement, dated September 8, 2022, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 9/14/2022 10.2
10.10
Letter Agreement, dated September 8, 2022, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 9/14/2022 10.3
10.11
Letter Agreement, dated September 8, 2022, between Barclays Bank PLC and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 9/14/2022 10.4
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10.12
Letter Agreement, dated September 8, 2022, between BNP Paribas and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 9/14/2022 10.5
10.13 Letter Agreement, dated September 8, 2022, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 9/14/2022 10.6
10.14 Letter Agreement, dated September 9, 2022, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 9/14/2022 10.7
10.15 Letter Agreement, dated September 9, 2022, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 9/14/2022 10.8
10.16 Letter Agreement, dated September 9, 2022, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 9/14/2022 10.9
10.17 Letter Agreement, dated September 9, 2022, between BNP Paribas and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 9/14/2022 10.10
10.18 Letter Agreement, dated September 9, 2022, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 9/14/2022 10.11
10.19+
Wayfair Inc. 2023 Incentive Award Plan
10-Q 001-36666 5/4/2023 10.1+
10.20+
Form of Restricted Stock Unit Agreement under the 2023 Incentive Award Plan (adopted fiscal 2023)
10-Q 001-36666 5/4/2023 10.2+
10.21
Letter Agreement, dated May 9, 2023, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 5/12/2023 10.2
10.22
Letter Agreement, dated May 9, 2023, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 5/12/2023 10.3
10.23
Letter Agreement, dated May 9, 2023, between Barclays Bank PLC and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 5/12/2023 10.4
10.24
Letter Agreement, dated May 9, 2023, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 5/12/2023 10.5
10.25
Letter Agreement, dated May 9, 2023, between BNP Paribas and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 5/12/2023 10.6
10.26
Letter Agreement, dated May 9, 2023, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction.
8-K 001-36666 5/12/2023 10.7
10.27
Letter Agreement, dated May 10, 2023, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 5/12/2023 10.8
10.28
Letter Agreement, dated May 10, 2023, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 5/12/2023 10.9
10.29
Letter Agreement, dated May 10, 2023, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 5/12/2023 10.10
10.30
Letter Agreement, dated May 10, 2023, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 5/12/2023 10.11
10.31
Letter Agreement, dated May 10, 2023, between BNP Paribas and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 5/12/2023 10.12
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10.32
Letter Agreement, dated May 10, 2023, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction.
8-K 001-36666 5/12/2023 10.13
10.33
Amended and Restated Credit Agreement, dated March 13, 2025 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, and a letter of credit issuer
8-K 001-36666 3/14/2025
10.1
10.34+
Form of Performance Stock Unit Award Agreement under the 2023 Incentive Award Plan (adopted fiscal 2023)
8-K 001-36666 3/14/2025
10.1
19.1 Wayfair Inc. Insider Trading Compliance Policy
10-K 001-36666 2/20/2025
19.1
21.1 Subsidiaries of the Company
X
23.1 Consent of PricewaterhouseCoopers LLP
X
23.2 Consent of Ernst & Young LLP
X
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2# Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Compensation Recovery Policy
10-K
001-36666 2/22/2024
97.1
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Calculation Linkbase Document X
101.DEF XBRL Taxonomy Definition Linkbase Document X
101.LAB XBRL Taxonomy Labels Linkbase Document X
101.PRE XBRL Taxonomy Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X
+ Indicates a management contract or compensatory plan
# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WAYFAIR INC.
By: /s/ NIRAJ SHAH
Niraj Shah
Chief Executive Officer and President
Date: February 19, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ NIRAJ SHAH Chief Executive Officer and President, Co-Founder and Director (Principal Executive Officer) February 19, 2026
Niraj Shah
/s/ KATE GULLIVER Chief Financial Officer and Chief Administrative Officer (Principal Financial and Accounting Officer) February 19, 2026
Kate Gulliver
/s/ STEVEN CONINE Co-Founder and Director February 19, 2026
Steven Conine
/s/ JEFFREY NAYLOR Director February 19, 2026
Jeffrey Naylor
/s/ DIANA FROST Director February 19, 2026
Diana Frost
/s/ ANDREA JUNG Director February 19, 2026
Andrea Jung
/s/ MICHAEL KUMIN Director February 19, 2026
Michael Kumin
/s/ JEREMY KING Director February 19, 2026
Jeremy King
/s/ HARRY A. LAWTON III Director February 19, 2026
Harry A. Lawton III
/s/ MICHAEL E. SNEED Director February 19, 2026
Michael E. Sneed
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