W 8-K
Wayfair Inc. (W)
8-K
2025-09-19
For: 2025-09-15
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 15, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| | | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(617 ) 532-6100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) In July 2025, the board of directors (the “Board”) of Wayfair Inc., a Delaware corporation (the “Company” or “Wayfair”), and the Compensation Committee of the Board established a special committee comprised of disinterested directors (the “Special Committee”) to consider certain compensation matters involving Niraj Shah, the Company’s Chief Executive Officer, Co-Chairman and Co-Founder (“CEO”). On September 15, 2025 (the “Approval Date”), the Special Committee recommended, and the Board, with Mr. Shah recusing himself from the deliberation and vote, approved a grant of performance stock units (“PSUs”) to Mr. Shah (the “CEO Award”) under the Company’s 2023 Incentive Award Plan (the “2023 Plan”), with the CEO Award to be effective on September 19, 2025 (the “Grant Date”), contingent upon stockholder approval of an amendment to the 2023 Plan to increase the number of shares available for issuance thereunder. The terms of the CEO Award were finalized using the Company’s closing price on the New York Stock Exchange (“NYSE”) on the business day before the Approval Date (the “Approval Price”).
The CEO Award is designed to retain and incentivize Mr. Shah in light of his consistent and unmatched leadership since co-founding the Company. The CEO Award will only vest, and value will only be realized by Mr. Shah, upon the achievement of significant and sustained stock price performance while Mr. Shah remains CEO. For example, to achieve the final award tranche, the Company’s stock price would need to increase by 675% from the Approval Price and Mr. Shah would need to remain CEO until at least the fifth anniversary of the Grant Date. Achievement of this final stock price condition would reflect over $75 billion in incremental stockholder value compared to the Company’s market capitalization based on the Approval Price.
The CEO Award will be subject to the Company’s October 2023 Clawback Policy, as it may be amended from time to time. Mr. Shah’s annual salary of $80,000 will remain unchanged, and the Special Committee and the Board currently intend for the CEO Award to be the sole equity award that Mr. Shah receives for the ten-year duration of the grant.
Summary of the CEO Award
The CEO Award consists of the following key terms, as described in more detail in the form of performance stock unit award agreement governing the CEO Award (the “Award Agreement”):
•Number of PSUs: The PSUs cover a total of 5,000,000 shares of the Company’s Class A common stock.
•Vesting Conditions: The CEO Award is divided into six tranches of PSUs over specified performance periods within the ten years following the Grant Date, with vesting of each tranche conditioned upon the satisfaction of both a service-based vesting condition and a performance-based vesting condition. The service-based vesting condition requires Mr. Shah to remain as CEO from the Grant Date through the applicable vesting date, if any. The performance-based vesting condition is based on the Company’s achievement of stock price hurdles ranging from $176 to $679, representing premiums to the Approval Price ranging from 100% to 675%. Achievement of the stock price hurdles will be calculated using the Company’s 60-day trailing average closing stock price on the NYSE. If the stock price hurdle for a particular tranche of PSUs is not met during the applicable performance period for such tranche, as set forth in the Award Agreement, or if Mr. Shah’s service to the Company as CEO terminates before achieving such stock price hurdle, no portion of that tranche will vest. Each stock price hurdle may be achieved only once during the applicable performance period.
•Holding Period: As set forth in the Award Agreement, Mr. Shah may not sell, transfer or dispose of any shares vesting under tranches two through six of the CEO Award until after the one-year anniversary of the applicable vesting date, except as required to satisfy tax obligations related to such vesting.
•Treatment Upon a Change in Control: Upon a Change in Control (as defined in the 2023 Plan), if the acquisition price per share meets or exceeds any unachieved stock price hurdle and Mr. Shah continues to serve as the CEO on the closing date of the Change in Control, vesting of such tranches will be accelerated effective as of immediately prior to the closing of the Change in Control and otherwise unearned tranches will be forfeited; provided that to the extent the acquisition price falls between two stock price hurdles, a pro-rata portion of the next tranche of PSUs will also accelerate and vest, based on linear interpolation.
The foregoing summary of the terms of the CEO Award does not purport to be complete and is qualified in its entirety by reference to both the 2023 Plan, a copy of which was attached as Exhibit 10.53 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2025, and the Award Agreement, a copy of which is attached as Exhibit 10.1 hereto, each of which is incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
Steve Conine, Co-Founder and Co-Chairman, sent an email to the Company announcing the grant of the CEO Award on September 19, 2025. A copy of the email is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements concerning our plans and expectations regarding the CEO Award; statements regarding continued CEO retention and incentivization from the CEO Award; and statements regarding our future results of operations and financial position and our business strategy, plans and objectives of management for future operations.
These forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, without limitation, the risk that the Company may not achieve the anticipated benefits of the CEO Award, and the other risks set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and that are otherwise described or updated from time to time in our other filings with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the Company’s reports and filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WAYFAIR INC. | ||||||||
| Date: September 19, 2025 | /s/ ANDREW OLIVER | |||||||
| Andrew Oliver | ||||||||
| Deputy General Counsel and Assistant Secretary | ||||||||
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Exhibit 10.1
WAYFAIR INC.
2023 INCENTIVE AWARD PLAN
PERFORMANCE STOCK UNIT GRANT NOTICE
2023 INCENTIVE AWARD PLAN
PERFORMANCE STOCK UNIT GRANT NOTICE
Wayfair Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the Holder listed below (“Participant”) the number of Performance Stock Units (the “PSUs”) set forth below. The PSUs are subject to the terms and conditions set forth in this Performance Stock Unit Grant Notice (the “Grant Notice”), the Performance Stock Unit Agreement attached hereto as Exhibit A and, the Performance Stock Unit Award Conditions attached hereto as Exhibit B (collectively, the “Agreement”) and the Plan, all of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
| Participant: | #ParticipantName# | ||||
| Grant Date: | #GrantDate# | ||||
| Vesting Commencement Date: | [As stated in your account] | ||||
| Number of PSUs: | 5,000,000 | ||||
| Type of Shares Issuable: | Common Stock Class A | ||||
| Vesting Schedule: | The PSUs shall vest in accordance with the terms set forth in Exhibit B to this Agreement. All vesting is dependent on Participant remaining in continuous employment as the Chief Executive Officer of the Company between the Grant Date and the applicable Vesting Date. | ||||
If Participant does not wish to accept this Award, Participant must decline the Award on or before the 30th day after the Grant Date. If Participant does not decline the award by this date, Participant will be deemed to accept this Award on the terms on which it was granted and an account with the Company’s broker will be automatically set up for Participant.
By Participant’s acceptance or deemed acceptance of this Award, (1) Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice; (2) Participant acknowledges Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice or otherwise accepting the Award and fully understands all provisions of the Grant Notice, the Agreement and the Plan; (3) Participant agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice or the Agreement; (4) Participant agrees that an account with the Company’s designated broker will be set up for Participant and Participant will take any actions and execute any documentation as may be required in order to activate such account; and (5) Participant acknowledges that (i) the Company shall satisfy any withholding obligations or rights (“withholding obligations”) arising from the vesting of the PSUs or any other taxable event related to the PSUs in accordance with Section 2.5(a) of the Performance Stock Unit Agreement by causing the Company’s designated broker to sell through an orderly disposition in coordination with the Company, on Participant’s behalf, shares of Common Stock otherwise issuable to Participant upon vesting of the PSUs in the amount required to satisfy such withholding obligations and submitting the proceeds of such sale to the
Company (a “Sell to Cover”), unless otherwise determined by the Company in the circumstances set forth in Section 2.5(a)(vi) of the Performance Stock Unit Agreement and (ii) Participant may not exercise control or influence over the timing of such Sell to Cover.
EXHIBIT A
TO PERFORMANCE STOCK UNIT GRANT NOTICE
PERFORMANCE STOCK UNIT AGREEMENT
Pursuant to the Grant Notice to which this Performance Stock Unit Agreement is attached, the Company has granted to Participant the number of PSUs set forth in the Grant Notice.
ARTICLE I.
GENERAL
GENERAL
1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
1.2 Incorporation of Terms of Plan. The PSUs and the shares of Class A Common Stock (“Stock”) issued to Participant hereunder (“Shares”) are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
ARTICLE II.
AWARD OF PERFORMANCE STOCK UNITS AND DIVIDEND EQUIVALENTS
2.1 Award of PSUs and Dividend Equivalents.
(a) Effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the number of PSUs set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan and this Agreement, subject to adjustment as provided in Section 11.2 of the Plan. Each PSU represents the right to receive one Share at the times and subject to the conditions set forth herein. However, unless and until the PSUs have vested, Participant will have no right to the payment of any Shares subject thereto. Prior to the actual delivery of any Shares, the PSUs will represent an unsecured obligation of the Company, payable only from the general assets of the Company.
(b) This Award was granted by the Company contingent on the stockholders of the Company approving an amendment to the Plan at the 2026 annual meeting of stockholders (the “Stockholder Meeting”) to increase the number of shares available for issuance under the Plan by a number of shares of Stock at least equal to the number of shares subject to this Award. This Award will terminate immediately and automatically if such stockholder approval is not obtained at the Stockholder Meeting. Further, in no event will any Shares be issued nor any Dividend Equivalents be paid, unless and until the stockholder approval is obtained at the Stockholder Meeting.
(c) The Company hereby grants to Participant an Award of Dividend Equivalents with respect to each PSU granted pursuant to the Grant Notice for all ordinary cash dividends which are paid to all or substantially all holders of the outstanding Shares between the Grant Date and the date when the applicable PSU is distributed or paid to Participant or is forfeited or expires. The Dividend Equivalents for each PSU shall be equal to the amount of cash which is paid as a dividend on one Share. All such Dividend Equivalents shall be credited to Participant and be deemed to be reinvested in additional PSUs as of the date of payment of any such dividend based on the Fair Market Value of a Share on such date. Each additional
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PSU which results from such deemed reinvestment of Dividend Equivalents granted hereunder shall be subject to the same vesting, distribution or payment, adjustment and other provisions which apply to the underlying PSU to which such additional PSU relates.
2.2 Vesting of PSUs and Dividend Equivalents.
(a) Subject to Participant’s continued employment as Chief Executive Officer of the Company between the Grant Date and each applicable Vesting Date and subject to the terms of this Agreement, the PSUs shall vest in such amounts and at such times as are set forth in the Grant Notice. Each additional PSU which results from deemed reinvestments of Dividend Equivalents pursuant to Section 2.1(b) hereof shall vest whenever the underlying PSU to which such additional PSU relates vests.
(b) In the event Participant ceases to be employed as the Chief Executive Officer of the Company, Participant shall immediately forfeit any and all PSUs and Dividend Equivalents granted under this Agreement which have not vested or do not vest on or prior to the date on which such termination of employment occurs, and Participant’s rights in any such PSUs and Dividend Equivalents which are not so vested shall lapse and expire.
(c) For purposes of this Agreement and the Grant Notice, “Cause” means any of the following: (i) Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any documents or records of the Company or any of its Subsidiaries; (ii) Participant’s material failure to abide by the Company’s or any of its Subsidiary’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or any Subsidiary (including, without limitation, Participant’s improper use or disclosure of the Company’s or any of its Subsidiary’s confidential or proprietary information); (iv) any intentional act by Participant which has a material detrimental effect on the Company’s reputation or business; (v) Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or any of its Subsidiaries of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by Participant of any employment agreement between Participant and the Company or any of its Subsidiaries, which breach is not cured pursuant to the terms of such agreement; or (vii) Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs Participant’s ability to perform his or her duties with the Company or any of its Subsidiaries.
2.3 Distribution or Payment of PSUs. Participant’s PSUs shall be distributed in Shares (either in book-entry form or otherwise) as soon as administratively practicable following the vesting of the applicable PSU pursuant to Section 2.2, and, in any event, no later than March 15 of the calendar year following the calendar year in which the Vesting Date occurs, provided, that such distribution may be either (i) in one lump sum or (ii) in multiple partial distributions in order to facilitate an orderly disposition of Shares via a Sell to Cover to satisfy the withholding obligations. Notwithstanding the foregoing, the Company may delay a distribution of PSUs if it reasonably determines that such distribution will violate Federal securities laws or any other Applicable Law, provided that such distribution shall be made at the earliest date at which the Company reasonably determines that the making of such distribution will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), if applicable to Participant, and provided further that distribution shall be delayed under this Section 2.3 if such delay will result in a violation of Section 409A of the Code, if applicable to Participant.
2.4 Conditions to Issuance of Certificates. The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the
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completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable, and (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable.
2.5 Tax Withholding. Notwithstanding any other provision of this Agreement:
(a)The Company and its Subsidiaries shall deduct or withhold, or require Participant to remit to the Company (the “Service Recipient”) an amount sufficient to satisfy applicable federal, state, local and foreign income taxes, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan (“Tax-Related Items”) and required to be withheld with respect to any taxable event arising pursuant to this Agreement, as determined by the Company. In satisfaction of such withholding obligations for Tax-Related Items arising from the grant, vesting or settlement of the PSUs and any Dividend Equivalents, the sale of Shares acquired pursuant to this Agreement and the receipt of any dividends paid on such Shares, by Participant’s acceptance or deemed acceptance of this Award, Participant authorizes the sale of the portion of the Shares to be delivered under the vested PSUs necessary to satisfy the required Tax-Related Items withholding obligations and shall execute any letter of instruction, agreement or power of attorney required by the Company’s designated broker (together with any other party the Company determines necessary to effect such Sell to Cover, the “Agent”) to cause the Agent to irrevocably commit to forward the proceeds necessary to satisfy the Tax-Related Items withholding obligations directly to the Company and/or the Service Recipient. In order to effect the Sell to Cover, if applicable, by Participant’s acceptance or deemed acceptance of this Award, Participant acknowledges and agrees that:
(i)Participant hereby appoints the Agent as Participant’s agent and authorizes the Agent to sell on the open market at the then prevailing market price(s), on Participant’s behalf, as soon as practicable (such timing and process for an orderly disposition of Shares to be determined by the Company in its sole discretion) on or after the Shares are issued upon the vesting of the PSUs, that number (rounded up to the next whole number) of the Shares so issued necessary to generate proceeds to cover (x) any Tax-Related Items withholding obligations incurred with respect to the PSUs, Dividend Equivalents or the underlying Shares and (y) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto.
(ii)Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the most practicable timing and process for an orderly disposition of the Shares and to determine the number of Shares that must be sold pursuant to subsection (i) above.
(iii)Participant understands that the Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will be assigned to Participant’s account. In addition, Participant acknowledges that it may not be possible to sell Shares as provided by subsection (i) above due to (1) a legal or contractual restriction applicable to Participant or the Agent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the Shares may be traded. In the event of the Agent’s inability to sell Shares, Participant will continue to be responsible for the timely payment to the Company and/or the Service Recipient of all Tax-Related Items that are required to be withheld, including but not limited to those amounts specified in subsection (i) above and Participant agrees that any such Tax-Related Items withholding obligations may be satisfied by one of the other withholding methods set forth in Section 2.5(a)(vi) below.
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(iv)Participant acknowledges that regardless of any other term or condition of this Section 2.5(a), the Agent will not be liable to Participant for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control.
(v)Participant hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.5(a). The Agent is a third-party beneficiary of this Section 2.5(a).
(vi)Notwithstanding the Sell to Cover, during an open “window period” as determined in accordance with the Company’s Insider Trading Compliance Policy (or any successor program or policy), the Company, in its sole discretion at a time when it is not in possession of material, non-public information regarding the Company, may change the Tax-Related Items withholding payment method from the Sell to Cover to one or more of the following forms, subject to compliance with Applicable Law: (A) by cash or check from Participant made payable to the Company or the Service Recipient; (B) by the deduction of such amount from other compensation payable to Participant; (C) by the Company withholding a net number of vested Shares otherwise issuable pursuant to the PSUs; (D) by Participant tendering to the Company vested Shares; or (E) by any combination of the foregoing, and provided that if Participant is subject to Section 16 of the Exchange Act, the use of withholding methods (C) and (D) hereof shall be subject to advance approval by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act).
(vii)This Section 2.5(a) shall terminate not later than the date on which all withholding obligations for Tax-Related Items arising in connection with the vesting of the Award have been satisfied.
(b) Participant acknowledges that, regardless of any action taken by the Company or the Service Recipient, the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. Participant shall, if required by the Administrator, enter into an election with the Company or the Service Recipient (in a form approved by the Company) under which any liability to the Company’s (or the Service Recipient’s) applicable Tax-Related Items required by law is transferred to and met by Participant. Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs or the underlying Shares, including, but not limited to, the grant, vesting or settlement of the PSU or Dividend Equivalents, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSU to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any new certificate representing Shares to Participant or Participant’s legal representative or enter such Shares in book entry form unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all Tax-Related Items applicable to the taxable income of Participant resulting from the PSUs, Dividend Equivalents or the Shares acquired pursuant to this Agreement.
(c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in Participant’s jurisdiction(s). If the obligation for Tax-Related Items is satisfied by withholding vested Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested
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PSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
2.6 Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares.
ARTICLE III.
OTHER PROVISIONS
3.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested persons. To the extent allowable pursuant to Applicable Law, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this Agreement.
3.2 PSUs Not Transferable. The PSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the PSUs have been issued, and all restrictions applicable to such Shares have lapsed. No PSUs or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
3.3 Adjustments. The Administrator may accelerate the vesting of all or a portion of the PSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, including Section 11.2 of the Plan.
3.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or shall be deemed given three business days following the date such notice is sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service or equivalent non-U.S. postal service.
3.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
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3.6 Governing Law/Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the PSUs or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of New Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
3.7 Conformity to Applicable Law. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Law, including, without limitation, the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the SEC, and all other Applicable Law and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the PSUs are granted, only in such a manner as to conform to Applicable Law. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Law.
3.8 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the PSUs in any material way without the prior written consent of Participant.
3.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 3.2 and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
3.10 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the PSUs (including PSUs which result from the deemed reinvestment of Dividend Equivalents), the Dividend Equivalents, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
3.11 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the employment of Participant, with or without cause, in accordance with Applicable Law.
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3.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
3.13 Section 409A. If Participant is or may become subject to taxation in the United States of America the following shall apply: This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
3.14 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
3.15 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents.
3.16 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.
3.17 Broker-Assisted Sales. In the event of any Agent-assisted sale of shares of Stock in connection with the payment of withholding taxes as provided in Section 2.5(a)(iii) or Section 2.5(a)(v): (A) any Shares to be sold through a broker-assisted sale will be sold on the day the Tax-Related Items withholding obligation or rights for Tax-Related Items arise or as soon thereafter as practicable; (B) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (C) Participant will be responsible for all Agent’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (D) to the extent the proceeds of such sale exceed the applicable withholding obligation or rights for Tax-Related Items, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (E) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable withholding obligation or rights for Tax-Related Items; and (F) in the event the proceeds of such sale are insufficient to satisfy the applicable withholding obligation or rights for Tax-Related Items, Participant agrees to pay immediately upon demand to the Company or the Service Recipient with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Service Recipient’s withholding obligation or rights.
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3.18 Forfeiture and Claw-Back Provisions.
(a) Any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt of the PSUs, or upon the receipt or resale of any Shares underlying the Award, shall be paid to the Company, and the Award shall terminate and any unvested portion of the Award shall be forfeited, if the Participant at any time engages in any activity which is inimical, contrary or harmful to the interests of the Company including, but not limited to: (1) Participant’s engagement in conduct which results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or its affiliates; (2) Participant’s conviction of, or entry of a plea of guilty, or no contest, to any felony or any other crime involving moral turpitude; (3) Participant’s material breach of the terms and conditions of Participant’s employment or service, including, but not limited to (A) Participant’s material violation of any applicable written policies of the Company or its affiliates; (B) Participant’s material breach of Participant’s employment agreement, offer letter, inventions agreement or similar agreement with the Company or its affiliates; (C) Participant’s commission of an act of fraud or misappropriation, embezzlement or theft, or misuse of funds or property belonging to the Company or its affiliates in connection with Participant’s duties or in the course of Participant’s employment or service; (D) Participant’s act of personal dishonesty that involves personal profit in connection with Participant’s employment or services to the Company or its affiliates; (4) Participant’s gross negligence or willful misconduct in the performance of Participant’s duties for the Company or its affiliates or willful or repeated failure or refusal to perform the duties of Participant’s employment or service (other than any such failure resulting from Participant’s disability) or as further defined by the Administrator; or (5) Participant incurs a termination of employment for “Cause” (as such term is defined herein, or as set forth in a written agreement between the Company and Participant); and
(b) In addition, all PSUs (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt of any PSUs or upon the receipt or resale of any Shares underlying the Award) shall be subject to forfeiture and/or repayment to the Company to the extent and in the manner required to comply with any Applicable Law or Company policy as provided for in Section 9.5 of the Plan, which is incorporated herein by reference.
3.19 No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant should consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.
3.20 Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
3.21 Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the PSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
3.22 Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other Participant.
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EXHIBIT B
TO PERFORMANCE STOCK UNIT GRANT NOTICE
PERFORMANCE STOCK UNIT AWARD CONDITIONS
Vesting Requirements
The number of Shares that are eligible to be earned pursuant to this Agreement, if any, will be determined based on the performance goals set forth in this Exhibit B. As detailed in the table below, the Award is divided into six (6) tranches (each a “Tranche”), with each Tranche representing a portion of the PSUs covering that number of Shares specified next to the applicable Tranche number in the table below, which Shares can be earned during a specified performance period applicable to such Tranche in the table below (each, a “Performance Period”). Each Tranche shall vest upon achievement of the Stock Price Hurdle set forth next to the applicable Tranche in the table below (each, a “Stock Price Hurdle”), during the applicable Performance Period, subject to Participant continuously serving as the Chief Executive Officer of the Company between the Grant Date and the date of achievement of the applicable Stock Price Hurdle (such date, the “Vesting Date”). Any unvested PSUs shall terminate and are no longer be eligible to be earned as of the last day of the Performance Period attributable to each Tranche (each such date, an “Expiration Date”), unless the applicable Stock Price Hurdle has been achieved on or before such Expiration Date.
Stock Price Hurdle achievement will be measured on a rolling basis based on the trailing average closing price of the Stock on the New York Stock Exchange (NYSE) (non-volume weighted) for any sixty (60) trading day period that is within the Performance Period up to and including the date of measurement. A Stock Price Hurdle can be achieved at any time during the applicable Performance Period, provided that each Stock Price Hurdle may be achieved only once and, except as provided below, there shall be no linear interpolation between levels of Stock Price Hurdles. The Stock Price Hurdles and the total number of Shares subject to the Award shall be equitably adjusted pursuant to and in accordance with Section 11.2 of the Plan.
Tranche | Performance Period | Stock Price Hurdle | Total Number of Shares Subject to the Tranche that Vest Upon Achievement of Stock Price Hurdle During the Performance Period | ||||||||
1 | 2nd-6th anniversaries of Grant Date | $176 | 1,000,000 | ||||||||
2 | 3rd-7th anniversaries of Grant Date | $290 | 1,000,000 | ||||||||
3 | 4th-8th anniversaries of Grant Date | $383 | 750,000 | ||||||||
4 | 4th-8th anniversaries of Grant Date | $480 | 750,000 | ||||||||
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5 | 5th-10th anniversaries of Grant Date | $575 | 750,000 | ||||||||
6 | 5th-10th anniversaries of Grant Date | $679 | 750,000 | ||||||||
Transfer of Vested Shares
For a period of twelve (12) months from the applicable Vesting Date, the Participant may not sell, transfer, assign, pledge or otherwise encumber or dispose of (collectively, “Transfer”) any Shares that are issued hereunder upon the vesting of the Shares subject to Tranches 2-6, or attempt any of the foregoing, except with respect to any Transfers of Shares necessary to satisfy Tax-Related Items.
Change of Control
In the event of a Change in Control, any Tranches that have not vested prior to the closing date of the Change in Control shall become vested immediately prior to the closing of such Change in Control based on achievement of any unachieved Stock Price Hurdle using the Per Share Transaction Price (as defined below) without regard to the sixty (60) trading day trailing average closing price requirement, and provided that the Participant has continuously served as the Chief Executive Officer between the Grant Date and the closing date of the Change in Control. The “Per Share Transaction Price” means the per-share amount payable or available for distribution to holders of Stock (whether in cash or in securities or property) in connection with the Change in Control, as reasonably determined by the Board. To the extent the Per Share Transaction Price falls between two levels of Stock Price Hurdles, a pro-rata portion of the Shares subject to the next Tranche (and only such next Tranche) shall accelerate and vest based on linear interpolation between the two Stock Price Hurdle levels. For the avoidance of doubt, any portion of the Tranches and Shares that do not become vested according to this paragraph will be forfeited at the closing of the Change in Control.
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Exhibit 99.1
Hi Team,
I’d like to share an important decision by Wayfair’s Board of Directors. This week, the Board approved a performance-based equity award for Niraj Shah, our CEO, and my business partner of 30 years. This is a long-term, 10-year, equity award that only vests if Wayfair delivers significant long-term value and meets ambitious performance benchmarks (reaching many multiples of its current value today).
We believe retaining consistent, founder-led leadership is one of the most important levers we have for long-term success as we’re at another exciting inflection point with our business. We’ve returned to profitability, are taking market share and growing. We’re focused on scaling with discipline and durability to be the number one destination in Home.
Given this award for Niraj, you may be wondering what this means for me. As the business evolved, so has my role. As some of you may remember, I stepped away from the CTO role in 2015, and over the past ten years, I’ve focused on bringing great talent into the organization. As new leaders have taken on roles I once held, I’ve been intentional about stepping back to give them full ownership and space to lead. As a result my involvement in day-to-day operations is far less today than it was a decade ago. Looking ahead, I’ll continue to stay engaged—as co-chairman, mentor, spokesperson, and champion of your work—just as I have over the past few years.
I know announcements like this can raise questions. I am aiming to be fully transparent by sharing that:
●This award does not impact employee compensation budgets, raises, or promotion decisions.
●It reinforces long-term accountability—not short-term rewards.
●The performance hurdles require sustained performance at multiples of our stock price today. The first tranche is not eligible for vesting for at least two years and has a hurdle of ~2x our current share price. Vesting and hurdles go up from there.
●The award could grant up to 5 million shares and be worth more than $1B if the company is worth over 7x what it is today, but the award is tied entirely to ambitious performance hurdles. If these goals are not met, the award will not vest and will be worthless.
●The award only remains in place while Niraj is CEO.
A Focus on Long-Term Success
One of the things that sets Wayfair apart from many of our competitors is that Niraj and I have always approached this business as owners. Our personal identities are tied to Wayfair, and we care deeply about its long-term success.
Over the past several months, the Board and I have had thoughtful conversations about what the next decade looks like for Wayfair. Niraj is energized and committed to continuing as CEO
for the foreseeable future, and we strongly believe he is the right person to continue leading the business.
The structure of the award is intentionally designed to be exciting for everyone invested in Wayfair. For shareholders and investors, it reinforces our belief in founder-led leadership and strengthens alignment around long-term value creation. For all of us working to build Wayfair, if we achieve these goals, it means we’ve built a stronger, more valuable company—one that can reinvest in its people, increase the value of our equity, and expand opportunities for growth across the organization.
A Shared Journey
Niraj and I have been working to build Wayfair for 23 years and have certainly seen a lot change. We’ve experienced nearly every stage a company can go through—from two partners building something from the ground up, to going public and becoming a nationally recognized brand. Along the way, we’ve built teams, grown capabilities, and worked through every phase of what it takes to scale a lasting business. Through it all, Niraj has led with clarity, optimism, and a deep conviction in Wayfair’s long-term potential. His leadership has shaped the company’s values and direction—and helped make it the kind of place where curious, humble, and driven people thrive.
As my parents always told me, it’s important to have goals. The Board and I feel that the CEO having a clear goal to double the stock in the near-term and get the stock over $675 within the next decade is very exciting and reflects a belief in what’s possible. I’ve personally never been more excited about the future of Wayfair.
Steve