In April 2023, Wayfair’s stockholders approved the 2023 Incentive Award Plan (the “2023 Plan”) to replace Wayfair’s 2014 Incentive Award Plan, as amended (the “2014 Plan” and, together with the 2023 Plan, the “Incentive Plans”). The Incentive Plans were adopted by the board of directors (the “Board”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), performance awards and stock payments.

Since April 2025, Wayfair primarily withholds shares of Class A common stock upon vesting of RSUs to cover necessary tax withholding obligations as permitted by the 2023 Plan. The value of the withheld shares is classified as a reduction to common stock and additional paid-in capital. Shares subject to awards that are forfeited, expire or are otherwise terminated without shares being issued, or shares withheld to satisfy tax withholding obligations, will be returned to the pool of shares available for grant and issuance under the 2023 Plan.

Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants. In May 2026, Wayfair’s stockholders approved Amendment No. 1 (the “Amendment”) to 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. As of June 30, 2026, 23,837,187 shares of Class A common stock remained available for future grant under the 2023 Plan (inclusive of the 5,000,000 shares underlying the CEO PSU Award).

The following table presents activity relating to RSUs for the six months ended June 30, 2026:


	Shares	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2025	819,645	$	94.73
RSUs granted	3,747,823	$	67.32
RSUs vested (1)	(1,330,330)	$	87.95
RSUs forfeited/canceled	(74,525)	$	64.46
Unvested at June 30, 2026	3,162,613	$	65.81

As of June 30, 2026, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $156 million with a weighted-average remaining vesting term of 0.4 years.

The following table summarizes activity for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,
	2026		2025
Weighted average grant date fair value of RSUs	$	67.32	$	41.65
Total fair value of vested RSUs (in millions)	$	117	$	165
Intrinsic value of RSUs vested (in millions)	$	121	$	125

In September 2025, under the 2023 Plan, the Company granted 5,000,000 PSUs to the Company’s Chief Executive Officer (the “CEO Award”). The CEO Award consists of six tranches of PSUs over specified performance periods that each vest based upon the satisfaction of both: (i) the CEO’s continued employment as CEO through the applicable vesting date, and (ii) the achievement of certain stock price hurdles. If the stock price hurdle for a particular tranche of PSUs is not met during the applicable performance period for such tranche, or if the CEO’s service is terminated before achieving such stock price hurdle, no portion of that tranche will vest.

The estimated fair value and derived service period for awards with market conditions are calculated using a Monte Carlo simulation. Expected volatility assumptions applied within the valuation model are derived from the market-based implied volatility levels of the Company’s options at the time of grant. The expected volatility used to estimate the fair value of the CEO Award was 60%.


	Shares	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2025	5,000,000	$	56.11
PSUs granted	—	—
PSUs vested	—	—
PSUs forfeited/cancelled	—	—
Unvested at June 30, 2026	5,000,000	$	56.11

As of June 30, 2026, there was $222 million of unrecognized equity-based compensation expense related to PSUs. The Company expects to recognize this amount over a remaining weighted-average period of 3.7 years. During the six months ended June 30, 2026, the Company incurred $37 million of equity-based compensation expense related to the PSUs.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

	(in millions)
Cost of goods sold	$	2	$	2	$	3	$	4
Customer service and merchant fees	3		4		5		7
Selling, operations, technology, general and administrative	64		94		128		153
Total equity-based compensation expense	$	69	$	100	$	136	$	164

Equity-based compensation costs capitalized as software costs were $5 million and $9 million for the three and six months ended June 30, 2026, respectively, and $9 million and $15 million for the three and six months ended June 30, 2025, respectively.