w-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

WAYFAIR INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

0128_Annual Report-ProxyStatement-2025_WF-ProxyStatement-FrontCover (5).jpg

Table of Contents

WAYFAIR INC.

4 COPLEY PLACE, BOSTON, MA 02116

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 2026

To our Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), of Wayfair Inc., a Delaware corporation, which will be held on Thursday, May 21, 2026 at 10:30 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/wayfair2026 and entering your 16-digit control number (included on the Notice Regarding the Availability of Proxy Materials mailed to you).

As more fully described in the accompanying proxy statement, the purpose of the Annual Meeting will be:

1.to elect the nine (9) nominees identified in the accompanying proxy statement to serve as directors for a one-year term (Proposal No. 1);

2.to ratify the selection by the audit committee of our board of directors (the “Board”) of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of Wayfair for its fiscal year ending December 31, 2026 (Proposal No. 2);

3.to hold an advisory vote to approve our executive compensation (Proposal No. 3);

4.to approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan (Proposal No. 4); and

5.to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board has fixed the close of business on March 23, 2026 as the record date (the “Record Date”) for the Annual Meeting. Only stockholders who owned our Class A common stock or Class B common stock at the close of business on the Record Date can vote at the Annual Meeting or any adjournments or postponements that take place.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on Thursday, May 21, 2026. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how stockholders can access our proxy statement for our annual meeting and our annual report over the Internet. The Notice provides instructions on how to vote and how to receive a copy of our proxy materials and annual report by mail or e-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed directly at the following Internet address: www.virtualshareholdermeeting.com/wayfair2026, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible over the Internet, by telephone or mobile device.


						By Order of the Board of Directors,

Boston, Massachusetts						Enrique Colbert
March 31, 2026						General Counsel and Secretary

Table of Contents

TABLE OF CONTENTS


ANNUAL MEETING OF STOCKHOLDERS
Questions and Answers about the Proxy Materials and Our Annual Meeting			1
PROPOSAL NO. 1—Election of Directors			8
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
Nomination to the Board			9
Director Qualifications			9
Our Board of Directors			9
Code of Business Conduct and Ethics			15
Corporate Governance Guidelines			15
Insider Trading Compliance Policy			15
Anti-Hedging and Anti-Pledging Policies			16
Independence of the Board			16
Leadership Structure of the Board			16
Role of Board in Risk Oversight Process			16
Annual Board Evaluations			18
Board Meetings and Committees			18
Director Compensation			20
Stockholder Communications with the Board			21
Corporate Responsibility			21
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			24
PROPOSAL NO. 2—Ratification of Selection of Independent Registered Public Accounting Firm			25
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			27
PROPOSAL NO. 3—Non-Binding Advisory Vote to Approve Executive Compensation			28
PROPOSAL NO. 4—Amendment No. 1 to Wayfair Inc. 2023 Incentive Award Plan			29
EXECUTIVE OFFICERS			38
EXECUTIVE COMPENSATION AND RELATED MATTERS			40
Compensation Discussion & Analysis			40
Compensation Overview			40
Our Named Executive Officers			41
Determination of Compensation			41
Elements of Our Executive Compensation Program			42
Compensation Committee Report			46
Summary Compensation Table			46
Grants of Plan-Based Awards in Fiscal 2025			47
Outstanding Equity Awards at Fiscal Year-End 2025			48
Stock Vested in Fiscal Year 2025			50
Equity Compensation Plan Information			50
Pension and Nonqualified Deferred Compensation Plans			50
Potential Payments upon Termination or Change in Control			51
CEO Pay Ratio			51
Pay versus Performance			52
Compensation Risk			55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			57

Table of Contents


DELINQUENT SECTION 16(a) REPORTS			61
ADDITIONAL INFORMATION			62
EXHIBIT A - AMENDMENT NO. 1 TO WAYFAIR INC. 2023 INCENTIVE AWARD PLAN			63

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this proxy statement are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this proxy statement are forward-looking statements and are usually identified by the use of words such as “may,” “will,” “should,” “would,” “aim,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these terms or other similar expressions. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include expectations of future stock price performance as it relates to our compensation programs and awards, expectations regarding our future compensation programs and our ability to realize the retention and incentivization components of such programs, our ability to successfully implement and execute our corporate responsibility goals, and whether we are able to achieve the anticipated results of such initiatives and goals.

Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or if known or unknown risks or uncertainties materialize, actual results could vary materially from Wayfair’s forward-looking statements, including our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Factors that could cause or contribute to differences in our future results include, without limitation, the following: (i) adverse macroeconomic conditions, including: economic instability; changes in laws and regulations and other governmental actions or policies, including those related to taxes and new or increased tariffs, and the uncertainty surrounding potential changes in such laws and regulations or other potential governmental actions or policies; export controls; sustained higher interest rates and inflation; slower growth or the potential for recession; disruptions in the global supply chain and other conditions affecting the retail environment for products we sell; and other matters that influence consumer spending and preferences, as well as our ability to plan for and respond to the impact of these conditions; (ii) risks relating to our liability and dilution management exercises; (iii) challenges regarding hiring, retaining and incentivizing our workforce; (iv) our ability to manage the impact of our restructurings and workforce reductions; (v) our ability to acquire and retain customers in a cost-effective manner; (vi) our ability to increase our net revenue per active customer; (vii) our ability to curate, market, grow and maintain strong brands; (viii) our ability to manage our growth initiatives; (ix) our ability to expand our business and compete successfully; (x) disruptions, capacity constraints or inefficiencies in our information systems network, or any potential cybersecurity incident; (xi) geopolitical events, natural disasters, public health emergencies, civil disturbances and terrorist attacks; and (xii) developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith.

A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results include the cautionary statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and in our other filings with the Securities and Exchange Commission (“SEC”). We qualify all of our forward-looking statements by these cautionary statements.

Any forward-looking statement contained herein speaks only as of the date of this proxy statement, and except as required by law, Wayfair does not intend to correct, update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Websites and Other Information

Website addresses referenced in this proxy statement, including Wayfair.com, aboutwayfair.com and our other affiliated sites are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement and is not incorporated by reference herein.

Unless the context otherwise requires, references to “Wayfair,” “the company,” “we,” “us,” and “our” refer to Wayfair Inc.

iii

Table of Contents

WAYFAIR INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

to be held on Thursday, May 21, 2026 at 10:30 a.m. Eastern Time

The information provided in the “question and answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

We are providing this proxy statement and form of proxy to you on the Internet or, upon your request, by mail, in connection with the solicitation of proxies by our Board for use at our Annual Meeting to be held virtually on Thursday, May 21, 2026 at 10:30 a.m. Eastern Time and at any adjournments or postponement of the Annual Meeting.

As a stockholder, you are invited to virtually attend the Annual Meeting. The Board is soliciting your proxy in order to provide you with an opportunity to vote on all matters to be presented at the Annual Meeting, whether or not you attend virtually.

How can I access the proxy materials over the Internet?

We are providing access to our proxy materials over the Internet. Accordingly, on or about March 31, 2026, we first mailed or otherwise made available to our record and beneficial stockholders as of the close of business on March 23, 2026 (the “Record Date”) a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials over the Internet and vote online. If you received a Notice, you will not receive a printed copy of our proxy materials by mail unless you request one.

An electronic copy of the proxy statement and our 2025 Annual Report are available at www.proxyvote.com.

How can I request a paper or email copy of the proxy materials?

If you want to receive a paper or e-mail copy of the proxy materials for the Annual Meeting, you should follow the instructions for requesting these materials that are included in the Notice. There is no charge for requesting a copy.

Please make the request on or before May 7, 2026 to facilitate timely delivery.

How can I attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast on the Internet. You will not be able to attend the meeting in person. Any stockholder can listen to the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/wayfair2026. The webcast will start at 10:30 a.m. Eastern Time on May 21, 2026. Stockholders may vote and submit questions while connected to the Annual Meeting on the Internet. In order to do so, you will need the 16-digit control number included on the Notice mailed to you.

We encourage you to log in to the website and access the webcast approximately 15 minutes before the Annual Meeting start time. If you encounter difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the registration page for the Annual Meeting website.

Table of Contents

Who can vote at the Annual Meeting?

Only holders of record of our Class A common stock and Class B common stock on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on March 23, 2026, we had 108,777,315 shares of Class A common stock and 21,978,209 shares of Class B common stock outstanding and entitled to vote. Holders of our Class A common stock are entitled to one vote for each share held as of the Record Date on each proposal. Holders of our Class B common stock are entitled to ten votes for each share held as of the Record Date on each proposal. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters described in this proxy statement.

What am I being asked to vote on?

You are being asked to vote on four (4) proposals:

•Proposal No. 1—the election of nine (9) directors to hold office until our 2027 Annual Meeting of Stockholders;

•Proposal No. 2—the ratification of the selection by the audit committee of our Board of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

•Proposal No. 3—an advisory vote to approve our executive compensation; and

•Proposal No. 4—the approval of Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?

Stockholders of Record (Shares Registered in Your Name)

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Fidelity Stock Transfer℠ (FST), then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods below to ensure your vote is counted. To vote by any of these methods, read this proxy statement, have your Notice, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting.



By internet	By phone	By mail	By scanning
Before the Annual Meeting - go to www.proxyvote.com During the Annual Meeting - go to www.virtualshareholdermeeting.com/wayfair2026	From the United States, U.S. territories and Canada: call 1-800-690-6903. The deadline to vote by phone is 11:59 p.m. Eastern Time on May 20, 2026.	If you received a paper copy of the proxy materials by mail, mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope.	Scan the QR code using your mobile device to vote via the ProxyVote app.

Table of Contents

Beneficial Owner (Shares Registered in the Name of Broker, Bank or Other Nominee)

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice or these proxy materials are being forwarded to you by that organization. If you hold your shares in “street name,” you may view our proxy materials at www.proxyvote.com and may vote by completing and signing the voting instruction form that the broker, bank or other nominee will provide to you, or by using telephone or Internet voting arrangements described on the voting instruction form or other materials that the broker, bank or other nominee will provide to you.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts with our transfer agent and/or brokers, banks or other nominees. Please vote all of your shares. We recommend that you consolidate as many accounts as possible under the same name and address. For assistance consolidating accounts where you are the stockholder of record, you may contact our transfer agent, Fidelity, at (833) 500-1036.

Who counts the votes?

Broadridge Investor Communication Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes. If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation.

Will my shares be voted if I do not provide my proxy?

If you are a registered stockholder and do not provide a proxy, in order to vote your shares, you must do so over the Internet or by telephone or mail prior to the meeting or by virtually attending the Annual Meeting and voting online during the meeting.

If you are a beneficial owner of shares and do not provide the broker, bank or other nominee holding such shares with specific voting instructions, under the rules of the New York Stock Exchange (the “NYSE”), your broker, bank or other nominee may generally vote on “routine” matters, but cannot vote on “non-routine” matters. Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine.” The ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) is considered routine under NYSE rules. A broker, bank or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal No. 1), the advisory vote to approve our executive compensation (Proposal No. 3) and the approval of Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan (Proposal No. 4) are considered non-routine under NYSE rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1, Proposal No. 3 or Proposal No. 4.

If your broker, bank or other nominee does not receive your instructions on how to vote your shares on Proposal No. 1, Proposal No. 3 and Proposal No. 4, the broker, bank or other nominee will inform Wayfair it does not have the beneficial owner’s authority to vote on such proposals. In such an event, the broker, bank or other nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on such proposals.

Accordingly, if you own shares through a broker, bank or other nominee, please be sure to instruct your nominee how to vote to ensure that your vote is counted on Proposal No. 1, Proposal No. 3 and Proposal No. 4.

How many votes are needed to approve each proposal and how are the votes counted?

Wayfair is incorporated in the State of Delaware and our shares are listed on the NYSE. As a result, the Delaware General Corporation Law and the NYSE listing standards govern the voting standards applicable to actions taken by our stockholders.

Please see the below chart for a summary of the required votes, as well as the impacts of abstentions and broker non-votes, for the proposals set forth on the proxy card:

Table of Contents

Proposal

Board voting recommendation

Voting approval standard

Effect of abstention

Effect of Broker non-votes

No. 1

Election of Directors

☑ FOR

Plurality of the votes cast(1)

No effect. Only votes “For” will affect the outcome of this proposal

No effect

No. 2

Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal 2026

☑ FOR

Majority of the votes cast(2)

No effect. Only votes “For” or “Against” will affect the outcome of this proposal

No effect(3)

No. 3

Advisory vote to approve our executive compensation

☑ FOR

Majority of the votes cast(2)(4)

No effect. Only votes “For” or “Against” will affect the outcome of this proposal

No effect

No. 4

Approval of Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan

☑ FOR

Majority of the votes cast(2)

No effect. Only votes “For” or “Against” will affect the outcome of this proposal

No effect

(1) Under our bylaws, the nine (9) nominees who receive the most “FOR” votes will be elected to the Board. You may vote “FOR” or “ABSTAIN” on each of the nominees.

(2) Under our bylaws, in order for the proposal to be approved, holders of a majority of the votes properly cast at the Annual Meeting must vote “FOR” the proposal.

(3) Proposal No. 2 is considered a routine item, so brokers will have the discretion to vote uninstructed shares on behalf of beneficial owners. Therefore, broker non-votes are not expected to exist for this proposal, although a broker may otherwise fail to submit a vote. Failures by brokers to vote will not affect the results of the vote on this proposal.

(4) As an advisory vote, this proposal is not binding. However, our Board and compensation committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.

How many votes do I have?

On each matter to be voted upon, you have one (1) vote for each share of Class A common stock you own as of the Record Date and ten (10) votes for each share of Class B common stock you own as of the Record Date.

What if I return a proxy card but do not make specific choices?

If we receive a proxy instruction from you over the Internet, by telephone or mobile device, or by mail that does not specify how your shares are to be voted, your shares will be voted “FOR” the election of each of the nine (9) nominees for director, “FOR” the ratification of the appointment of PwC as our independent registered public accounting firm, “FOR” the approval, on an advisory basis, of our executive compensation, and “FOR” the approval of Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan. If any other matter is properly presented at the Annual Meeting, your designated proxy, if any, will vote your shares using their best judgment.

Table of Contents

Can I submit a question?

Yes. Stockholders who attend the Annual Meeting and log in as a stockholder using their 16-digit control number (as described above) will have an opportunity to submit questions in writing during the meeting. Stockholder questions or comments are welcome, but we will only answer questions pertinent to matters discussed at the Annual Meeting, subject to time constraints. We will not address questions that do not conform with the Annual Meeting Rules of Conduct. Substantially similar questions may be grouped together. We will limit each stockholder to one (1) question to allow us to answer questions from as many stockholders as possible. The Rules of Conduct may be found by accessing the meeting website at www.virtualshareholdermeeting.com/wayfair2026.

Table of Contents

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors, officers, and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. Brokers, banks, or other nominees will be requested to forward proxy soliciting materials to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

May I change my vote or revoke my proxy after submitting my proxy?

Yes. You may change your vote or revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may change your vote or revoke your proxy before the polls are closed at the Annual Meeting in any one of three ways:

•You may submit another properly completed proxy card or vote over the Internet, by telephone or mobile device, or by mail on a date later than the prior proxy.

•You may send a written notice that you are revoking your proxy to us at Wayfair Inc., 4 Copley Place, Boston, MA 02116, Attention: Secretary.

•You may attend the Annual Meeting via the Internet and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank, or other nominee, your ability to change your vote or revoke your proxy depends on the voting procedures of such broker, bank, or other nominee. Please follow the instructions provided by them.

When are stockholder proposals for inclusion in our proxy statement due for the 2027 Annual Meeting of Stockholders?

If you are interested in submitting a proposal for potential inclusion in the proxy statement for our 2027 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Exchange Act. To be eligible for inclusion in the proxy statement, we must receive your stockholder proposal at the address noted below no later than 5:30 p.m., Eastern Time, on December 1, 2026. However, if the 2027 Annual Meeting of Stockholders is held before April 21, 2027 or after June 20, 2027, then we must receive your stockholder proposal at the address noted below by a reasonable time before we begin to print and mail our proxy materials for the 2027 Annual Meeting of Stockholders. Failure to deliver a proposal by these means may result in it not being deemed timely received.

Any proposals submitted pursuant to Rule 14a-8 under the Exchange Act should be sent to us at Wayfair Inc., 4 Copley Place, Boston, MA 02116, Attention: Secretary.

When are other stockholder proposals and nominations for directors by our stockholders due for the 2027 Annual Meeting of Stockholders?

If you wish to (i) present a proposal, but do not wish to have the proposal considered for inclusion in our proxy materials pursuant to Rule 14a-8, or (ii) nominate a person for election as a director at the 2027 Annual Meeting of Stockholders, you must give advance written notice at the address noted below in accordance with the provisions set forth in Sections 2.4 and 2.5 of our bylaws, respectively.

We must receive this required notice by February 20, 2027, but no sooner than January 21, 2027. However, if our 2027 Annual Meeting of Stockholders is held before April 21, 2027 or after July 20, 2027, then we must receive the required notice of a proposal or proposed director candidate no earlier than the 120th day prior to the 2027 Annual Meeting and no later than the close of business on the 10th day following the date on which public disclosure was made of the date of the 2027 Annual Meeting of Stockholders. Such notice must include the information set forth in our bylaws and comply with the procedures in our bylaws. In addition to complying with the foregoing requirements, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must comply with the additional requirements of Exchange Act Rule 14a-19. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Any proposals submitted outside of Rule 14a-8 under the Exchange Act should be sent to us at Wayfair Inc., 4 Copley Place, Boston, MA 02116, Attention: Secretary.

Table of Contents

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid annual meeting of stockholders. On the Record Date, there were 108,777,315 shares of Class A common stock and 21,978,209 shares of Class B common stock outstanding and entitled to vote. A quorum will be present if stockholders holding a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) issued and outstanding and entitled to vote are present at the Annual Meeting or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting via the Internet. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the shares entitled to vote at the Annual Meeting and present or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the voting results of the Annual Meeting?

We will announce the voting results of the Annual Meeting by filing a Current Report on Form 8-K with the SEC within four (4) business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four (4) business days of the day the final results are available.

Table of Contents

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board is currently composed of nine (9) members. The individuals below have been nominated to serve as directors and have each agreed to stand for re-election. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each director elected will hold office from the date of their election by the stockholders until the subsequent annual meeting of stockholders or until their successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve.

The following table sets forth our current directors, all of whom are currently standing for re-election, and for each, their age, the year in which they first became a director and positions with us as of the Record Date:


Name	Age	Director Since	Position(s)
Niraj Shah	52	2002	Co-Founder, Chief Executive Officer and President, Director (Co-Chairman)
Steven Conine	53	2002	Co-Founder, Director (Co-Chairman)
Diana Frost	43	2025	Director
Andrea Jung	67	2018	Director
Jeremy King	57	2021	Director
Michael Kumin	53	2011	Lead Independent Director
Harry A. Lawton III	52	2025	Director
Jeffrey Naylor	67	2018	Director
Michael E. Sneed	66	2020	Director

Set forth below is biographical information for each nominee. Each nominee has extensive experience, education, attributes and skills that qualify him or her to serve as an effective Board member.

BOARD RECOMMENDATION

☑

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE.

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Nomination to the Board

Unless the Board determines that vacancies on the Board (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and, except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Candidates for nomination to our Board are selected by our Board based on the recommendation of the nominating and corporate governance committee in accordance with our Corporate Governance Guidelines, which are available on our Investor Relations (“IR”) site under “Governance – Governance Documents.” The nominating and corporate governance committee also develops, recommends to and reviews with the Board qualifications for director candidates. These qualifications include the highest personal and professional ethics, integrity, and values. Additional criteria may also include the candidate’s ability to make independent judgments, a general understanding of our business, service on other boards, the candidate’s professional background, education, as well as personal skills and knowledge with respect to technology, retail, finance, accounting, leadership, and any other applicable areas. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee sometimes engages consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board is set forth above under the section herein titled “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING”, “When are other stockholder proposals and nominations for directors by our stockholders due for the 2027 Annual Meeting of Stockholders?”

You can find more detailed information on our process for selecting Board members and our criteria for Board nominees in our Corporate Governance Guidelines, which are available on our IR site under “Governance – Governance Documents.”

Director Qualifications

With the goal of developing an experienced, and highly qualified Board that possesses a range of backgrounds and experiences, the nominating and corporate governance committee is responsible for developing and recommending to our Board the desired qualifications, expertise, and characteristics of members of our Board, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our Board and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board.

Our Board of Directors

Our Board is currently comprised of nine (9) members. The nine (9) directors nominated for election have a range of backgrounds, experiences and skills, including those set forth below. If a skill or experience listed below does not include all nine (9) nominees, it does not signify a director’s lack of ability to contribute in such area. All of our directors bring senior leadership and corporate governance experience to our boardroom. The charts below summarize certain self-identified demographic skill attributes of our current directors, to the extent disclosed to us, and their ages as of the Record Date.

Table of Contents

Board Highlights

Independence

Tenure

Age

self-identify as nationally, ethnically and racially diverse*

are women*

*One director declined to disclose demographic background information.

Public Company Board Service

Executive Leadership & Human Capital Management

Finance & Accounting Experience

Technology/Cyber Experience

Retail Experience

International Leadership

Table of Contents

Niraj Shah

Co-Founder and CEO

Director Since: 2002 ‖ Age: 52

Committees

•None

Other current public company boards

•Nextdoor, Inc. (NYSE: KIND)

Mr. Shah is our co‑founder and has served as our Chief Executive Officer and a member of our Board since 2002. Prior to co-founding Wayfair, Mr. Shah served as Chief Executive Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, and Entrepreneur‑in‑Residence at Greylock Partners, a venture capital firm, in 2001. Mr. Shah served in various roles at iXL Enterprises, Inc., including as Chief Operating Officer and a director, from 1998 to 2000, and as Chief Executive Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Shah has served on the board of directors of Nextdoor, Inc. since May 2024. Mr. Shah received a B.S. from Cornell University. We believe Mr. Shah is qualified to serve on our Board due to the leadership and operational experience he brings as our Chief Executive Officer, as well as the vision and continuity he brings as our co‑founder.

Steven Conine

Co-Founder

Director Since: 2002 ‖ Age: 53

Committees

•None

Other current public company boards

•CarGurus Inc. (NASDAQ: CARG)

Mr. Conine is our co‑founder and has served as a member of our Board since 2002. He previously served as our Chief Technology Officer from 2002 until 2015. Prior to co-founding Wayfair, Mr. Conine served as Chief Technology Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, Chief Operating Officer for the London office of iXL Enterprises, Inc. from 1999 to 2000, and Chief Technology Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Conine has served on the board of directors of CarGurus, Inc. since June 2018. Mr. Conine received a B.S. from Cornell University. We believe Mr. Conine is qualified to serve on our Board due to the technological and operational experience he brings as a long-time executive at Wayfair, as well as the vision and continuity he brings as our co‑founder.

Table of Contents

Diana Frost

Independent Director

Director Since: 2025 ‖ Age: 43

Committees

•Nominating & Corporate Governance

Other current public company boards

•None

Ms. Frost has served as a member of our board since February 2025. Since December 2023, Ms. Frost has served as the Global Chief Growth Officer of The Kraft Heinz Company (NASDAQ: KHC). Ms. Frost has been with Kraft Heinz since 2020, previously serving as Chief Growth Officer, North America from August 2022 to December 2023. Before that, she served as Head of North America Disruption and Canada Chief Marketing Officer from January to August 2022 and Chief Growth Officer, Canada, from September 2020 to December 2021. Before joining Kraft Heinz, Ms. Frost spent nearly 13 years at Mars, Incorporated, where she was Head of Portfolio Transformation, Mars Wrigley US from January 2019 to September 2020, as well as Vice President of Marketing for Mars Wrigley Canada from 2017 to 2018; Vice President of Marketing, Chocolate from 2016 to 2017; Brand Director for Mars Pet Nutrition from 2011 to 2016; and Senior Brand Manager for Mars Chocolate from 2007 to 2011. She began her career at PepsiCo as an Assistant Brand Manager and then Associate Brand Manager from 2005 to 2007. Ms. Frost holds an Honours Business Administration degree from the Ivey School of Business at The University of Western Ontario in Canada. We believe Ms. Frost is qualified to serve on our Board due to her extensive experience in global brand strategy and marketing leadership across the retail industry.

Andrea Jung

Independent Director

Director Since: 2018 ‖ Age: 67

Committees

•Compensation

Other current public company boards

•Apple Inc. (NASDAQ: AAPL)

Ms. Jung has served as a member of our Board since May 2018. Ms. Jung has served as the President and Chief Executive Officer of Grameen America LLC, a nonprofit microfinance organization, since April 2014, where she also serves on the board of directors. Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the board of directors of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of the board of directors of Avon from January 1998 to December 2012. Ms. Jung has served on the board of directors of Apple Inc. since January 2008, and previously served on the boards of and Unilever PLC and Unilever N.V. from May 2018 to April 2025, General Electric Company from July 1998 to March 2018 and Daimler AG from April 2013 to April 2018. Ms. Jung is a graduate of Princeton University. We believe Ms. Jung is qualified to serve on our Board due to her board and executive-level experience in retail, technology and other businesses.

Table of Contents

Jeremy King

Independent Director

Director Since: 2021 ‖ Age: 57

Committees

•Audit

•Nominating & Corporate Governance

Other current public company boards

•None

Mr. King has served as a member of our Board since August 2021. From 2019 to 2023, he served as Chief Technology Officer of Pinterest, a role initially titled Senior Vice President and Head of Engineering. Mr. King previously served as a senior executive of Walmart from 2011 to 2019, including as Executive Vice President and Chief Technology Officer, Walmart US and E-commerce from 2017 to 2019 and Chief Technology Officer and Senior Vice President, WalmartLabs from 2011 to 2017. Prior to joining Walmart, Mr. King served as Executive Vice President, Technology of LiveOps from 2008 to 2011 and as Vice President Software Development and Engineering of eBay from 2001 to 2008. Mr. King serves on the board of a private company. Mr. King holds a B.S. from San Jose State University. We believe Mr. King is qualified to serve on our Board due to his executive-level experience in the e-commerce and technology industries.

Michael Kumin

Lead Independent Director

Director Since: 2011 ‖ Age: 53

Committees

•Compensation

•Nominating & Corporate Governance

Other current public company boards

•None

Mr. Kumin has served as a member of our Board since June 2011. Mr. Kumin has worked as an investment professional at Great Hill Partners, a private equity investment firm, since 2002 where he currently serves as a Managing Director. Mr. Kumin previously served on the board of directors of The RealReal, Inc. from May 2017 to August 2021. Mr. Kumin currently serves on the boards of several private companies. Mr. Kumin earned a B.A. in Public Policy and International Affairs at Princeton University. We believe Mr. Kumin is qualified to serve on our Board due to his experience in the e‑commerce industry as a private equity investor and his service on the board of directors of other retail and technology companies.

Table of Contents

Hal-Lawton-Formal-Jacket-Cleaned-Up-Edited_qhd7o6d5RY.jpg

Harry A. "Hal" Lawton

Independent Director

Director Since: 2025 ‖ Age: 52

Committees

•None

Other current public company boards

•Tractor Supply Company (NASDAQ: TSCO)

Mr. Lawton has served as a member of our board since November 2025. Mr. Lawton has served as President and CEO of Tractor Supply Company since January 2020 and is a member of the company's Board of Directors. Previously, Mr. Lawton served as President of Macy’s from September 2017 to December 2019 and Senior Vice President, eBay North America from August 2015 to September 2017. Before joining eBay, Hal spent 10 years in various leadership roles at Home Depot, where he most recently was Senior Vice President for merchandising. Prior to that, Hal was an associate principal at McKinsey & Co. He holds dual bachelor’s degrees in Chemical Engineering and Pulp and Paper Science Technology from North Carolina State University and a Master of Business Administration from the University of Virginia. Mr. Lawton serves as a board member for the National Retail Federation and Business Roundtable. Mr. Lawton previously served as a board member of Sealed Air and Buffalo Wild Wings. We believe Mr. Lawton is qualified to serve on our Board due to his board and executive-level experience both in retail and in other businesses.

Jeffrey Naylor

Independent Director

Director Since: 2018 ‖ Age: 67

Committees

•Audit

Other current public company boards

•Dollar Tree Inc. (NASDAQ: DLTR)

•Synchrony Financial (NYSE: SYF)

Mr. Naylor has served as a member of our Board since January 2018. Mr. Naylor previously served as a senior executive with The TJX Companies, Inc., including as Chief Financial Officer from 2004 to 2006; as Chief Financial and Administrative Officer from 2006 to 2007; as Chief Administrative and Business Development Officer from 2007 to 2009; as Chief Financial and Administrative Officer from February 2009 to January 2012; as Chief Administrative Officer from January 2012 to February 2013; and as Senior Corporate Advisor from February 2013 to April 2014. Prior to joining TJX, Mr. Naylor served as Chief Financial Officer of Big Lots, Inc. from 2001 to 2004 and Chief Financial and Administrative Officer of Dade Behring, Inc. from 2000 to 2001. He is also the Managing Director of his consulting firm, Topaz Consulting, LLC, which he founded in April 2014. Mr. Naylor has served on the board of directors of Synchrony Financial since July 2014 and Dollar Tree, Inc. since March 2018. Mr. Naylor previously served on the board of Emerald Expositions from September 2013 to May 2021. Mr. Naylor received a B.A. from Northwestern University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Naylor is qualified to serve on our Board due to his board, financial and executive-level experience both in retail and in other businesses.

Table of Contents

Michael E. Sneed

Independent Director

Director Since: 2020 ‖ Age: 66

Committees

•Compensation

•Audit

Other current public company boards

•Kenvue Inc. (NYSE: KVUE)

Mr. Sneed has served as a member of our Board since November 2020. Mr. Sneed served as Executive Vice President, Global Corporate Affairs and Chief Communications Officer at Johnson & Johnson from July 2018 to April 2022 where he led the company's global marketing, communication, design and philanthropy functions. Mr. Sneed originally joined Johnson & Johnson in 1983 and held multiple leadership positions, including joining the Executive Committee in July 2018 and becoming the Vice President, Global Corporate Affairs and Chief Communications Officer in 2017, the Company Group Chairman, Vision Care Franchise in 2007 and the Company Group Chairman, Consumer North America in 2004. Mr. Sneed has served on the Board of Kenvue since 2023. He also serves on the boards of Thomas Jefferson University, the Robert Wood Johnson Foundation and WHYY, a public media organization serving Philadelphia, Pennsylvania and the surrounding region. Mr. Sneed holds a Master's degree from the Tuck School of Business at Dartmouth College and a B.A. from Macalester College. We believe Mr. Sneed is qualified to serve on our Board due to his executive-level experience in global technology and retail businesses.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics applies to our directors, officers and employees, as well as independent contractors, consultants and others who do business with Wayfair. The code provides guidance and outlines expectations on key areas including insider trading, conflicts of interest, reporting of illegal or unethical behavior, and environmental, health and safety matters. A copy of the code may be found on our IR site under “Governance – Governance Documents.” We intend to make all required disclosures regarding any amendments to, or waivers from, any provisions of the code at the same location on our website.

Corporate Governance Guidelines

Our Corporate Governance Guidelines help provide a framework for Wayfair’s corporate governance by setting forth practices with respect to, among other things, Board composition and selection, Board meetings and involvement of senior management, succession planning, and Board committees and compensation. The guidelines are also intended to align the interests of directors and management with those of our stockholders. A copy of the Corporate Governance Guidelines may be found on our IR site under “Governance – Governance Documents.”

Insider Trading Compliance Policy

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 19.1 to our 2025 Form 10-K.

Table of Contents

Anti-Hedging and Anti-Pledging Policies

Our Insider Trading Compliance Policy prohibits any officer, director, or employee from engaging in hedging transactions with respect to our equity securities. Similarly, officers, directors and employees are prohibited from pledging our securities as collateral for a loan, except that our compensation committee may permit the pledge of equity securities as collateral for a loan in limited circumstances if a person requests to do so and clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities. The compensation committee may approve or deny the request in its sole discretion. For the fiscal year ended December 31, 2025, no such requests were made by our named executive officers or members of our Board.

Independence of the Board

Our Board has determined that all of our directors that served in the past fiscal year, other than Messrs. Shah and Conine, qualify as “independent” directors in accordance with the rules and regulations of the NYSE. Each of Messrs. Shah and Conine is not considered independent because he is an employee of the company. In making its independence determinations, the Board considered, among other things, relevant transactions between the company and entities associated with the independent directors, as described under the heading “Certain Relationships and Related Party Transactions” in this proxy statement and determined that no independent director has a relationship with the company or any other relationship that would impair the director’s independence.

Further, the Board has determined that each member of each of the committees of the Board is independent in accordance with the rules and regulations of the NYSE and Rule 10a-3(b)(1) under the Exchange Act. There are no family relationships among any of our directors or executive officers.

Leadership Structure of the Board

Our Board is co-chaired by Niraj Shah, our Co-Founder and Chief Executive Officer, and Steven Conine, our Co-Founder. Mr. Kumin serves as our lead independent director, and presides over meetings of our independent directors, serves as a liaison between our co-chairmen of the Board and the independent directors and performs such additional duties as our Board may otherwise determine and delegate. Our bylaws provide our Board with flexibility to combine or separate the positions of chairman of the Board and Chief Executive Officer and/or utilize a lead director in accordance with its determination that one or the other structure would be in the best interests of our company. Our Board has concluded that our existing leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board, as a whole and through its committees, has responsibility for overall risk management. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations.

The following are risk-related responsibilities and functions performed by our Board, its committees and management in accordance with our governance documents and internal risk management policies:

The Board of Directors

•Ultimate responsibility for risk oversight of the company, including, among other risks: cybersecurity; privacy; product and safety; legal and regulatory matters; compensation; and other critical evolving areas of risk.

•Assigns specific risk oversight duties to Board committees for more detailed consideration and evaluation, with each such committee regularly reporting to the Board on the risks that it oversees.

•Receives reports, briefings and presentations from senior management at regular Board meetings.

The Audit Committee

•Responsible for reviewing and discussing our policies with respect to risk assessment and risk management, which includes overseeing our major financial, privacy, security, cybersecurity, artificial intelligence, tax and accounting, and technology risk exposures and the steps our management has taken

Table of Contents

to monitor and control these exposures, monitoring compliance with legal and regulatory requirements, overseeing the design and implementation of our internal audit function, and considering (and approving or disapproving) any related party transactions.

•Receives reports, briefings and presentations from senior management at quarterly audit committee meetings, including deep dives on a rotating basis into specific areas of risk and regular enterprise risk management updates.

The Compensation Committee

•Oversees and reviews compensation-related risks, including assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

•Reviews conflicts of interest involving advisors to the compensation committee.

The Nominating and Corporate Governance Committee

•Oversees and reviews governance-related risks, including assessing and monitoring the effectiveness of our corporate governance guidelines.

•Oversees our corporate responsibility and sustainability programs, including sustainability-related strategy, initiatives and risks.

•Identifies, interviews and performs due diligence on potential board members, evaluates the independence of each director and director candidate and oversees the annual self-evaluations of the Board.

Management

•Identifies, mitigates and eliminates risks and develops risk controls related to significant business activities.

•Discusses strategic and operational risks at regular management and business review meetings across the organization.

•Conducts specific strategic planning and review sessions throughout the year that include a focused discussion and analysis of the risks facing the company.

•Reviews risks with the Board and its committees at regular meetings, with presentations that focus on particular business functions, operations or strategies, as well as the steps taken to mitigate or eliminate such risks.

Additional Information Regarding Cybersecurity Risk Oversight

While our Board is ultimately responsible for the oversight of the company’s risk profile, including cybersecurity, data privacy and emerging technology risks, we view cybersecurity as a shared responsibility across the organization. At the management level, our Head of Cybersecurity and our cybersecurity teams are primarily responsible for identifying, assessing, monitoring and managing cybersecurity risks across the enterprise. This includes risks associated with the development, deployment and use of artificial intelligence (“AI”) and machine learning technologies within our operations, as well as risks arising from third-party AI-enabled tools and services.

Our Board has delegated responsibility for oversight of cybersecurity risks to the audit committee. The audit committee oversees cybersecurity matters and regularly meets with members of management, including our Head of Cybersecurity, who is responsible for data privacy, technology, and information security risks. These discussions cover various aspects of cybersecurity, including the role of AI, risk management activities, incident response plans, best practices, the effectiveness of our security measures, and other related matters.

As part of its oversight responsibilities, the audit committee reviews management’s efforts to assess and mitigate cybersecurity and AI-related risks, including incident response preparedness, third-party risk management, data governance practices and the effectiveness of security controls designed to detect, prevent and respond to cyber incidents. Management also monitors the responsible use of AI technologies and provides periodic updates to the audit committee and Board regarding AI-related governance, controls and risk mitigation efforts.

Please refer to Item 1C. Cybersecurity in Part I of our 2025 Form 10-K for additional information regarding cybersecurity matters.

Table of Contents

Annual Board and Committee Evaluations

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance. The Board and each respective committee conducts an annual self‑evaluation, which is overseen by the nominating and corporate governance committee. The self-evaluations assess whether the Board, each of its committees, and each member of the Board are working effectively, and provide an opportunity to reflect upon and improve processes and effectiveness. Additional discussion topics include Board and committee composition and performance; board oversight and culture, timing, agenda, and content of Board meetings; Board and committee dynamics and function; and executive succession planning.

Board Meetings and Committees

Our Board meets on a regular basis during the year. Our Board met five (5) times in 2025. Each of the incumbent directors attended 75% or more of the aggregate number of meetings of the Board in 2025 during the period for which he or she was a director, and all directors attended the total number of meetings held by the committee(s) of the Board on which he or she served during the period for which he or she was a director in 2025. We encourage all of our directors and nominees for director to attend our Annual Meeting; however, attendance is not mandatory. At our 2025 Annual Meeting, all of the directors then serving on the Board attended the Annual Meeting.

Our Board has established three (3) standing committees—audit, compensation, and nominating and corporate governance—each of which operates under a charter that has been approved by our Board and that satisfies the applicable standards of the SEC and the NYSE. In addition to these committees, our Board forms ad hoc committees to address various matters from time to time. The table below provides current composition and meeting information for the last year for our standing committees.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Independent

Niraj Shah

Steven Conine

Diana Frost

Andrea Jung

Jeremy King

Harry A. Lawton III

Michael Kumin

Jeffrey Naylor

Anke Schäferkordt (1)

Michael E. Sneed

Total Meetings in 2025

Committee Chair

(1) Ms. Schäferkordt served as a member of the audit committee through February 21, 2025.

The functions performed by our standing committees are set forth in more detail in their charters, which may be found on our IR site under “Governance – Governance Documents”, and are summarized below.

Table of Contents

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process as well as our risk assessment and risk management policies. Among other matters, the audit committee:

•appoints and determines the compensation and retention of our independent registered public accounting firm;

•evaluates the independent registered public accounting firm’s qualifications, independence and performance;

•determines the engagement of the independent registered public accounting firm;

•reviews and approves the scope of the annual audit and the audit fee;

•discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly and annual financial statements;

•approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

•monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;

•reviews our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

•reviews annual reports from the independent registered public accounting firm regarding its internal quality control procedures;

•oversees the enterprise risk management function and discusses our policies with respect to risk assessment and risk management, including risks relating to cybersecurity, data privacy and the use of AI and other emerging technologies;

•provides oversight of our compliance with legal and regulatory requirements;

•reviews our critical accounting policies and estimates;

•provides oversight of our internal audit function;

•is responsible for investigating any reports received by our whistleblower portal or hotline; and

•reviews, at least annually, the audit committee charter and the committee’s performance.

Our Board has determined that each of our current committee members, Messrs. King, Naylor and Sneed is an independent director under NYSE rules and under Rule 10A-3 under the Exchange Act. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our Board has determined that Mr. Naylor is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NYSE rules and regulations.

Compensation Committee

The compensation committee’s responsibilities include:

•reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those goals and objectives and, based upon this evaluation (either alone or, if directed by our Board, in conjunction with a majority of the independent directors on our Board), setting the Chief Executive Officer’s compensation;

•reviewing and setting or recommending to our Board the compensation of our executive officers other than the Chief Executive Officer;

•reviewing and recommending to our Board the compensation of our directors;

•reviewing and approving or recommending to our Board our incentive compensation and equity-based plans and arrangements, including performance-based awards;

•preparing the compensation committee Report on executive officer compensation as required by the SEC to be included in our annual proxy statement or annual report on Form 10-K and reviewing and discussing the Compensation Discussion and Analysis (the “CD&A”), with our management and considering whether to recommend to our Board that the CD&A be included in the appropriate filing;

•reviewing and making recommendations to our Board with respect to management succession planning; and

•reviewing and evaluating, at least annually, the performance of the compensation committee and its members, and periodically reviewing and reassessing its charter.

The compensation committee may delegate any or all of its responsibilities to a subcommittee as it deems appropriate in its sole discretion.

Table of Contents

Our Board has determined that each of our current committee members, Messrs. Kumin and Sneed and Ms. Jung, is independent under the applicable rules and regulations of the NYSE and is a “non-employee director” as defined under Rule 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:

•identifying individuals qualified to become Board members and ensuring that the Board has the requisite expertise;

•recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

•developing and recommending to our Board a set of corporate governance guidelines and principles, and reviewing and reassessing the adequacy of such guidelines;

•overseeing our corporate responsibility and sustainability programs, including sustainability-related strategy, initiatives and risks;

•overseeing the evaluation of our Board;

•making recommendations to the Board regarding governance matters, including, but not limited to, our certificate of incorporation, bylaws and the charters of our other committees; and

•reviewing and evaluating, at least annually, the performance of the nominating and corporate governance committee and its members, and periodically reviewing and reassessing its charter.

Our Board has determined that each of our current committee members, Ms. Frost and Messrs. King and Kumin, is an independent director under the applicable rules and regulations of the NYSE.

Director Compensation

Our Co-Founders, who also serve as directors, do not receive additional compensation for their service as directors. Our non-employee directors do not receive cash payments or retainers, but receive grants of RSU awards as compensation for their service on our Board.

Our Director Compensation Policy for our non-employee directors is intended to be competitive and fair so that we can attract, motivate and retain highly qualified directors and also align with practices of other leading publicly traded companies. Our compensation committee periodically evaluates our Director Compensation Policy as part of our regular reviews of our overall compensation strategy. For 2025, our compensation committee determined that no changes to our Director Compensation Policy were needed.

Under our current Director Compensation Policy, each non-employee director receives an initial RSU award upon joining the Board with a value of $250,000, subject to vesting on a quarterly basis over a one (1) year period. In subsequent years, each non-employee director receives an annual follow-on RSU award with a value of $250,000, subject to vesting on a quarterly basis over a one (1) year period. These RSU awards are measured using the closing price of our Class A common stock as reported on the NYSE on the day before the applicable Board meeting approving such award. We reimburse all directors for reasonable travel expenses incurred in connection with Board and committee meetings. We have also entered into indemnification agreements with all of our directors. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors.

The following table provides information regarding compensation of our non-employee directors for the year ended December 31, 2025:

Table of Contents


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Diana Frost	—	241,597	—	241,597
Andrea Jung	—	251,142	—	251,142
Jeremy King	—	251,142	—	251,142
Harry A. Lawton III(2)	—	252,599	—	252,599
Michael Kumin	—	241,597	—	241,597
Jeffrey Naylor	—	241,597	—	241,597
Anke Schäferkordt	—	—	—	—
Michael E. Sneed	—	252,599	—	252,599

(1) Represents the aggregate fair value on the grant date of RSUs granted in 2025 computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. See Note 10 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our 2025 Form 10-K for a discussion of assumptions made in determining the value of our stock awards.

(2) Mr. Lawton was elected to the Board as a non-employee director on November 6, 2025.

The following table shows the aggregate number of unvested RSUs held by our non-employee directors as of December 31, 2025:


Name						RSUs (#)
Diana Frost						1,825
Andrea Jung						2,383
Jeremy King						2,383
Michael Kumin						1,825
Harry A. Lawton III(1)						2,261
Jeffrey Naylor						1,825
Anke Schäferkordt						—
Michael E. Sneed						2,261

(1) Mr. Lawton was elected to the Board as a non-employee director on November 6, 2025.

Stockholder Communications with the Board

Stockholders and other interested parties may communicate with the Board, or any individual member of the Board, at the following address:

Wayfair Inc.

4 Copley Place

Boston, MA 02116

Attention: Secretary

Communications must state the number of shares owned by the person making the communication, if any. Our Secretary will review and forward such communication to all members of the Board or to the individual director(s) to whom the communication is addressed unless the communication is unduly frivolous, hostile, threatening or similarly inappropriate, in which case, our Secretary may disregard the communication in their discretion.

Corporate Responsibility

Corporate responsibility is an important part of our business strategy. This work helps us earn trust from our customers, employees, suppliers, and stockholders. Through our corporate responsibility efforts, we aim to uphold ethical business practices, invest in our surrounding communities and environment in a way that is consistent with our core values and address how our company impacts both the planet and society.

We continue to focus our corporate responsibility efforts under the following key pillars:

Table of Contents


			Our Communities Supporting Housing & a Sense of Home for All
			Our Planet Protecting our Shared Home
			Our People A Sense of Belonging

The Board, through our nominating and corporate governance committee, periodically reviews our corporate responsibility strategy, initiatives and policies. Our cross-functional leaders drive corporate responsibility by embedding sustainability, purpose and inclusion into our business. They set goals, guide execution, and track progress to turn our commitments into meaningful action across our operations, products and communities.

Sustainability Highlights

We recognize that we have a responsibility to protect our planet as the home for future generations, and we are committed to being part of the solution. We take a value chain approach to addressing and reducing our environmental footprint — starting with our own operations and working with suppliers, partners, and customers to reduce our upstream and downstream impacts. Our sustainability strategy centers on three interconnected pillars — Climate Action, Circular Economy, and Sustainable Products — which guide how we advance sustainable business practice across our operations, supply chain and customer experience.

Climate Action, Circular Economy, Sustainable Products:

Emission Reduction: We remain committed to addressing climate change by measuring, managing, and reducing greenhouse gas (“GHG”) emissions across our operations and value chain. In 2022, we announced a goal to reduce our Scope 1 and 2 GHG emissions by 63% by 2035, compared to a 2020 baseline. Additionally, we are evaluating and identifying pathways to address and minimize our Scope 3 GHG emissions. We continue to incorporate energy efficiency features across our global facilities and make investments in renewable energy projects in markets where we operate. In 2025, we made progress toward our goal to reduce our Scope 1 and Scope 2 GHG emissions through our aggregated virtual power purchase agreements (“VPPA”). Our first VPPA, Liberty Solar Project, had its first full year of generation, with Wayfair contracted to offtake 15MW of power annually. Our second VPPA, Prairie Solar Project, came online this year, with Wayfair contracted to offtake 20MW of power annually.

Zero Waste: We work to support a more circular economy by evolving our business practices to reduce waste, extend product life, and improve material recovery. In 2024, we announced a goal of achieving zero waste by 2030, striving to divert over 90% of our global waste from landfills and incineration. In 2025, we increased our global waste diversion rate by over 6%, driven by expanding recycling programs for cardboard, wood, and plastic waste and focusing on waste solutions for our most challenging waste streams. As of this year, all of our facilities have waste and recycling services, and we continue to expand recycling, recovery, and reuse solutions across all our global facilities.

Sustainable Products: In 2025, we continued our Shop Sustainably offering, which covers over 40,000 products across Wayfair, AllModern, and Perigold. This program allows our customers to easily find sustainable products that adhere to a wide variety of third-party certifications, including energy or water efficiency, sustainably sourced wood, organic textile use, or Fair Trade CertifiedTM.

Corporate Responsibility Report

Annually, since 2022, we have releas

SEC Form DEF 14A filed by Wayfair Inc.