• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-8 filed by Wayfair Inc.

    9/19/25 7:04:13 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary
    Get the next $W alert in real time by email
    S-8 1 a2025psus-8.htm S-8 Document

    Registration No. 333-______  
     
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     

     
    FORM S-8
     
    REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
     

     
    Wayfair Inc.
    (Exact name of registrant as specified in its charter)
     
    Delaware 36-4791999
    (State or other jurisdiction of
    incorporation or organization)
     (I.R.S. Employer
    Identification Number)
     
    4 Copley Place
    Boston, MA 02116
    (Address, including zip code, of registrant’s principal executive offices)
     
     
    2023 Incentive Award Plan
    (Full Title of the Plan)
     
     
    Niraj Shah
    Chief Executive Officer
    Wayfair Inc.
    4 Copley Place
    Boston, MA 02116
    (Name and address of agent for service)

    (617) 532-6100
    (Telephone number, including area code, of agent for service)
     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
     
    Large accelerated filer    x
     
    Accelerated filer    o
    Non-accelerated filer    o
     
    Smaller reporting company    o
    Emerging growth company    o
     
    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 7(a)(2)(B) of the Securities Act. o











    REGISTRATION OF ADDITIONAL SHARES
    PURSUANT TO GENERAL INSTRUCTION E

    Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the registration statement on Form S-8, File No. 333-271642 (filed with the Securities and Exchange Commission (the "SEC") on May 4, 2023) the ("Prior Registration Statement") relating to the Registrant’s 2023 Incentive Award Plan (the 2023 Plan”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement relating to the 2023 Plan are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.

    On September 15, 2025, the Board of Directors of the Registrant approved, subject to stockholder approval, an amendment to increase, in aggregate, the number of shares available for issuance under the 2023 Plan by 5,000,000 shares. The Registrant intends to seek stockholder approval for such increase, but does not expect to obtain such approval prior to the date of the 2026 Annual Meeting of Stockholders of the Registrant, and cannot assure participants that such approval will ever be obtained. While the Registrant may grant awards relating to the additional 5,000,000 shares prior to obtaining stockholder approval for the increase, such awards will not vest unless and until stockholders approve the increase. In the event stockholder approval is not obtained, such awards will be cancelled and become null and void.




    PART II
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 8.         Exhibits.
    Exhibit Number Description of Exhibit
    4.1 
    Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-36666) filed on October 8, 2014)
    4.2 
    Amended and Restated Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-36666) filed on October 8, 2014)
    4.3
    Specimen stock certificate evidencing the shares of Class A common stock of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198171) filed on September 19, 2014)
    5.1+ 
    Opinion of Wayfair Inc.
    23.1+ 
    Consent of Ernst & Young LLP
    23.2+ 
    Consent of Wayfair Inc. (included in Exhibit 5.1)
    24.1+ 
    Power of Attorney (included on signature page hereto)
    99.1 
    Wayfair Inc. 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36666) filed on April 26, 2023)
    107+
    Calculation of Filing Fee Table

    +            Filed herewith




    SIGNATURES
     
    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on this 19th day of September, 2025.
     
     WAYFAIR INC.
      
     By:/s/ Niraj Shah
      Niraj Shah
      Chief Executive Officer and President
     



    POWER OF ATTORNEY
     
    KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Niraj Shah, Kate Gulliver, Enrique Colbert and Andrew Oliver, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign, date and file any and all amendments (including post-effective amendments) to this Registration Statement, and to date and file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
     
    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
     
    Signature Title Date
         
    /s/ Niraj Shah Chief Executive Officer and President,
    Co-Founder and Director
     September 19, 2025
    Niraj Shah (Principal Executive Officer)  
         
    /s/ Kate Gulliver Chief Financial Officer and Chief  September 19, 2025
    Kate Gulliver Administrative Officer (Principal Financial and Accounting Officer)  
         
    /s/ Steven Conine Co-Founder and Director September 19, 2025
    Steven Conine    
         
    /s/ Diana Frost Director September 19, 2025
    Diana Frost     
         
    /s/ Andrea Jung Director September 19, 2025
    Andrea Jung  
         
    /s/ Jeremy King Director September 19, 2025
    Jeremy King  
         
    /s/ Michael Kumin Director September 19, 2025
    Michael Kumin  
    /s/ Jeffrey NaylorDirectorSeptember 19, 2025
    Jeffrey Naylor   
    /s/ Michael E. Sneed Director September 19, 2025
    Michael E. Sneed  


    Get the next $W alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $W

    DatePrice TargetRatingAnalyst
    8/5/2025$93.00Neutral → Buy
    Citigroup
    5/14/2025$35.00Hold → Sell
    Loop Capital
    5/12/2025$40.00Hold → Buy
    Argus
    4/14/2025$25.00Buy → Hold
    Deutsche Bank
    4/10/2025$53.00 → $36.00Buy
    Truist
    4/4/2025$58.00 → $28.00Buy → Neutral
    Citigroup
    3/7/2025$45.00 → $47.00Hold → Buy
    Jefferies
    1/6/2025$45.00 → $44.00Outperform → Neutral
    Wedbush
    More analyst ratings

    $W
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Chief Executive Officer Shah Niraj sold $7,377,168 worth of shares (85,000 units at $86.79), decreasing direct ownership by 19% to 374,137 units (SEC Form 4)

    4 - Wayfair Inc. (0001616707) (Issuer)

    9/24/25 5:11:26 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Co-Founder Conine Steven sold $7,377,484 worth of shares (85,000 units at $86.79), decreasing direct ownership by 19% to 374,073 units (SEC Form 4)

    4 - Wayfair Inc. (0001616707) (Issuer)

    9/24/25 5:08:58 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    SEC Form 4 filed by Pres., Commercial & Operations Blotner Jon

    4 - Wayfair Inc. (0001616707) (Issuer)

    9/24/25 5:02:54 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Director Kumin Michael Andrew bought $11,995 worth of shares (160 units at $74.97), increasing direct ownership by 0.06% to 260,577 units (SEC Form 4)

    4 - Wayfair Inc. (0001616707) (Issuer)

    9/4/25 4:18:29 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    Wayfair Schedules Third Quarter 2025 Earnings Release and Conference Call

    BOSTON, Sept. 25, 2025 /PRNewswire/ -- Wayfair Inc. (NYSE: W), the destination for all things home, today announced it will release financial results for its third quarter ending September 30, 2025 before the opening of the market on October 28, 2025. Wayfair will host a conference call at 8 a.m. ET on Tuesday, October 28 to review results. Investors and participants can register for the webcast in advance here. The call will also be available via dial-in here. The archived webcast will be available shortly after the call at https://investor.wayfair.com. About Wayfair Wayfair

    9/25/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Wayfair Announces Second Quarter 2025 Results, Reports Highest Revenue Growth and Profitability Since 2021

    Q2 Net Revenue of $3.3 billion with 21.0 million Active Customers BOSTON, Aug. 4, 2025 /PRNewswire/ -- Wayfair Inc. ("Wayfair," "we," or "our") (NYSE:W), the destination for all things home, today reported financial results for its second quarter ended June 30, 2025. Second Quarter 2025 Financial Highlights Total net revenue of $3.3 billion, increased $156 million, up 5.0% year over year. Total net revenue excluding the impact of our exit from the German market grew 6.0% year over yearU.S. net revenue of $2.9 billion, increased $144 million, up 5.3% year over yearInternational

    8/4/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Wayfair Heads West: New Large-Format Store Coming to Denver in 2026

    BOSTON, July 31, 2025 /PRNewswire/ -- Wayfair Inc. (NYSE:W), the destination for all things home, today announced its next large-format retail location will open in Denver, Colorado in late 2026. The approximately 140,000-square-foot store will mark Wayfair's first foray into the Mountain West region, bringing its signature immersive, one-stop shopping experience to an entirely new geographic market. "As we expand our physical retail footprint into new regions across the U.S., we remain focused on delivering an exceptional shopping experience that brings the best of Wayfair to

    7/31/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    Wayfair upgraded by Citigroup with a new price target

    Citigroup upgraded Wayfair from Neutral to Buy and set a new price target of $93.00

    8/5/25 7:06:19 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Wayfair downgraded by Loop Capital with a new price target

    Loop Capital downgraded Wayfair from Hold to Sell and set a new price target of $35.00

    5/14/25 8:59:27 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Wayfair upgraded by Argus with a new price target

    Argus upgraded Wayfair from Hold to Buy and set a new price target of $40.00

    5/12/25 8:19:03 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    SEC Filings

    View All

    Wayfair Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

    8-K - Wayfair Inc. (0001616707) (Filer)

    9/19/25 7:05:47 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    SEC Form S-8 filed by Wayfair Inc.

    S-8 - Wayfair Inc. (0001616707) (Filer)

    9/19/25 7:04:13 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    SEC Form 144 filed by Wayfair Inc.

    144 - Wayfair Inc. (0001616707) (Subject)

    9/10/25 10:25:34 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    Leadership Updates

    Live Leadership Updates

    View All

    Wayfair Appoints Diana Frost to Board of Directors

    Global Chief Growth Officer Diana Frost of Kraft Heinz brings significant expertise in portfolio transformation, global marketing excellence and public company leadership BOSTON, Feb. 14, 2025 /PRNewswire/ -- Wayfair Inc. (NYSE:W), the destination for all things home, today announced the appointment of Diana Frost to its board of directors, effective immediately. Frost, a seasoned executive with extensive experience in consumer brands, currently serves as Global Chief Growth Officer at Kraft Heinz. "We are delighted to welcome Diana to our board of directors," said Niraj Shah,

    2/14/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Beasley Broadcast Group, Inc. Appoints Lauren Burrows Coleman as Chief Financial Officer

    NAPLES, Fla., Oct. 24, 2024 (GLOBE NEWSWIRE) -- Beasley Broadcast Group, Inc. (NASDAQ:BBGI), a multi-platform media company, today announced the appointment of Lauren Burrows Coleman as Chief Financial Officer, effective Friday, November 1, 2024. Longtime CFO Marie Tedesco will retire from Beasley after 33 years of dedicated service to the company. Before joining Beasley, Ms. Burrows Coleman served as Global Head of Strategic Corporate and Commercial Finance at Wayfair (NYSE:W), where she led a global team of 50 across Financial Planning & Analysis, Commercial Finance, Capital Markets, Corporate Development, and Global Tax functions. Ms. Burrows Coleman's impressive career also includes

    10/24/24 7:00:00 AM ET
    $BBGI
    $W
    Broadcasting
    Consumer Discretionary
    Catalog/Specialty Distribution

    TodayTix Group Announces Appointment of Liza Lefkowski to Board of Directors

    Wayfair executive and veteran leader brings decades of experience to strengthen TodayTix Group and further its mission of finding a seat for everyone TodayTix Group, the global e-commerce leader for cultural experiences, today announced that Liza Lefkowski has been appointed to the Company's board of directors. Known for remarkable contributions to the retail industry, Lefkowski's inspiring leadership and experience in e-commerce and technology is expected to further bolster TodayTix Group's position in the live entertainment industry and beyond, reinforcing its dedication to innovation and outstanding service. Lefkowski joins existing board members including Michael Lynton, former Sony E

    10/31/23 9:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    Financials

    Live finance-specific insights

    View All

    Wayfair Schedules Third Quarter 2025 Earnings Release and Conference Call

    BOSTON, Sept. 25, 2025 /PRNewswire/ -- Wayfair Inc. (NYSE: W), the destination for all things home, today announced it will release financial results for its third quarter ending September 30, 2025 before the opening of the market on October 28, 2025. Wayfair will host a conference call at 8 a.m. ET on Tuesday, October 28 to review results. Investors and participants can register for the webcast in advance here. The call will also be available via dial-in here. The archived webcast will be available shortly after the call at https://investor.wayfair.com. About Wayfair Wayfair

    9/25/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Wayfair Announces Second Quarter 2025 Results, Reports Highest Revenue Growth and Profitability Since 2021

    Q2 Net Revenue of $3.3 billion with 21.0 million Active Customers BOSTON, Aug. 4, 2025 /PRNewswire/ -- Wayfair Inc. ("Wayfair," "we," or "our") (NYSE:W), the destination for all things home, today reported financial results for its second quarter ended June 30, 2025. Second Quarter 2025 Financial Highlights Total net revenue of $3.3 billion, increased $156 million, up 5.0% year over year. Total net revenue excluding the impact of our exit from the German market grew 6.0% year over yearU.S. net revenue of $2.9 billion, increased $144 million, up 5.3% year over yearInternational

    8/4/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    Wayfair Schedules Second Quarter 2025 Earnings Release and Conference Call

    BOSTON, July 3, 2025 /PRNewswire/ -- Wayfair Inc. (NYSE:W), the destination for all things home, today announced it will release financial results for its second quarter ending June 30, 2025 before the opening of the market on August 4, 2025. Wayfair will host a conference call at 8 a.m. ET on Monday, August 4 to review results. Investors and participants can register for the webcast in advance here. The call will also be available via dial-in here. The archived webcast will be available shortly after the call at https://investor.wayfair.com. About Wayfair Wayfair is the desti

    7/3/25 7:00:00 AM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    $W
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    View All

    SEC Form SC 13G/A filed by Wayfair Inc. (Amendment)

    SC 13G/A - Wayfair Inc. (0001616707) (Subject)

    4/5/24 12:21:57 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    SEC Form SC 13G/A filed by Wayfair Inc. (Amendment)

    SC 13G/A - Wayfair Inc. (0001616707) (Subject)

    2/14/24 4:15:37 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary

    SEC Form SC 13G/A filed by Wayfair Inc. (Amendment)

    SC 13G/A - Wayfair Inc. (0001616707) (Subject)

    2/14/24 4:03:46 PM ET
    $W
    Catalog/Specialty Distribution
    Consumer Discretionary