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Form 8-K · Current Report · Filed 2025-09-19

Wayfair Approves Performance-Based Equity Award for CEO

Wayfair Inc. announced that its Board of Directors has approved a performance-based equity award for Niraj Shah, its CEO, under the Company's 2023 Incentive Award Plan. The award, contingent on stockholder approval, will grant up to 5 million shares contingent on significant and sustained stock price performance, aiming to incentivize and retain the CEO for long-term value creation. An email from Co-Founder Steve Conine was also sent to the Company team regarding the award, emphasizing its role in reinforcing long-term accountability and alignment with shareholder interests.

Filer
Wayfair Inc. W · NYSE
Filed
Accession
0001616707-25-000091
CIK
0001616707
Signal
High impactConsumer Cyclical

Items reported

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

New CEO Appointed Executive Compensation Detail
Item 7.01

Regulation FD Disclosure

Regulation FD Disclosure
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$88.39

Next session

-3.5%

Since filing

-3.9%

Latest close

$84.90

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from W reporting the same item, with the next session's move:

About Wayfair Inc.

Wayfair Inc. is an e-commerce company specializing in the sale of home goods and furnishings. Primarily functioning as an online retail platform, Wayfair offers a vast array of products encompassing furniture, decor, kitchenware, and lighting. It operates through several brand websites, including Wayfair.com, Joss & Main, AllModern, Birch Lane, and Perigold, each catering to different style preferences and price points. Wayfair's business model prioritizes a seamless shopping experience, leveraging advanced logistics and data-driven insights to manage its extensive inventory and optimize delivery speed. Serving a diverse customer base, from individual shoppers to interior design professionals, Wayfair plays a significant role in the home furnishings market. The company's innovative use of technology, such as augmented reality (AR) features and machine learning, sets it apart, enabling customers to visualize products in their own spaces before purchasing. Wayfair's position in the market highlights the dynamic shift towards online shopping within the home goods sector, impacting traditional retail channels and influencing consumer purchasing behavior across the United States and beyond.

Exchange NYSE Industry Internet Retail Company website ↗

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