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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): January 28, 2025
 
 
WAYFAIR INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3666636-4791999
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
4 Copley Place                                     Boston MA 02116
(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share WThe New York Stock Exchange
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 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On January 28, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Wayfair Inc. (the “Company”) approved the decision to change its independent registered public accounting firm and dismissed Ernst & Young LLP (“EY”) as its independent registered public accounting firm, to be effective upon the completion of EY’s audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024 and EY’s audit of the Company’s internal control over financial reporting as of December 31, 2024.

The audit report of EY on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through January 28, 2025, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided EY with a copy of the foregoing disclosures and has requested that EY furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether EY agrees with the statements made by the Company set forth above. A copy of EY’s letter, dated January 31, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On January 28, 2025, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to completion of PwC’s standard client acceptance process to be effective immediately following the completion by EY of the audit for the fiscal year ended December 31, 2024, as described above. This decision was made pursuant to the authority of the Audit Committee as specified in its charter.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through January 28, 2025 neither the Company, nor any party on behalf of the Company, consulted with PwC with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.		 Description
16.1 
104 Cover Page Interactive Data File (embedded within Inline XBRL document)



2

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: January 31, 2025
/s/ ANDREW OLIVER
 Andrew Oliver
  Deputy General Counsel and Assistant Secretary
3

Exhibit 16.1

January 31, 2025

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We have read Item 4.01(a) of Form 8-K dated January 28, 2025, of Wayfair Inc. and are in agreement with the statements contained in the first, second, third and fourth paragraphs. We have no basis to agree or disagree with other statements of the registrant contained therein.


/s/ Ernst & Young LLP


Ernst & Young LLP
Boston, Massachusetts

v3.24.4
Cover Cover
Jan. 28, 2025
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name WAYFAIR INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36666
Entity Tax Identification Number 36-4791999
Entity Address, Address Line One 4 Copley Place
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02116
City Area Code 617
Local Phone Number 532-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value per share
Trading Symbol W
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001616707
Amendment Flag false
Document Period End Date Jan. 28, 2025
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