Wayfair Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 21, 2026, Wayfair Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Amendment”) to the Wayfair Inc. 2023 Incentive Award Plan (the “2023 Plan”), to increase the number of shares of Class A common stock authorized for issuance under the 2023 Plan by 20,000,000 shares. The terms and descriptions of the 2023 Plan and the Amendment, which are included in the Company’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2026 (the “Proxy Statement”), and the text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, are incorporated herein by reference in their entirety.

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting: 1. The stockholders voted to elect each of the nine (9) nominees for director. 2. The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026. 3. The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. 4. The stockholders approved the Amendment to the 2023 Plan. Holders of the Company’s Class A common stock are entitled to one (1) vote per share and holders of the Company’s Class B common stock are entitled to ten (10) votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted at the Annual Meeting. The Company’s inspector of elections certified the following vote tabulations: Proposal 1: Election of Directors Nominee For Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────────── Niraj Shah 306,992,250 1,709,895 10,775,007 Steven Conine 307,455,531 1,246,614 10,775,007 Diana Frost 299,807,878 8,894,267 10,775,007 Andrea Jung 287,757,377 20,944,768 10,775,007 Jeremy King 299,321,924 9,380,221 10,775,007 Michael Kumin 273,900,950 34,801,195 10,775,007 Harry A. Lawton III 308,191,760 510,385 10,775,007 Jeffrey Naylor 307,845,412 856,733 10,775,007 Michael E. Sneed 287,758,079 20,944,066 10,775,007 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────── 319,440,139 18,316 18,697 — Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────── 247,755,435 60,925,156 21,554 10,775,007 Proposal 4: Vote to Approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan. For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────── 253,741,331 54,941,475 19,339 10,775,007