Wayfair Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
W$116.87+4.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Filed or FurnishedHerewith · Form · File No. · Filing Date · ExhibitNumber | |||||
| 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) | ||||
| 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 |
| 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 |
| 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.