What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 47 added, 46 removed, 278 unchanged (25% of the section changed)

5 unchanged sentences

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees continue to work remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 situation and our internal controls to minimize any impact on their design and operating effectiveness.

Management's Annual Report on Internal Control Over Financial Reporting

44 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference from our proxy statement for our 2022 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2021.

The information required by this item is incorporated by reference from our proxy statement for our 2023 annual meeting of

stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2022.

Executive Compensation

13 unchanged sentences

(3) Exhibits:

See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K, which is incorporated herein by reference.

See the Exhibit Index immediately prior to the signature page of this Annual Report on Form 10-K, which is incorporated herein by reference.

Form 10–K Summary

11 unchanged sentences

S-1 333-198171 9/19/2014 4.1

4.2 Indenture, dated as of September 15, 2017, by and between Wayfair Inc.

Bank National Association, as trustee

8-K 001-36666 9/15/2017 4.1

4.3 Form of 0.375% Convertible Senior Notes due 2022 (included in Exhibit 4.2)

4.2 Indenture, dated as of November 19, 2018, by and between Wayfair Inc.

14 unchanged sentences

4.9 Form of 0.625% Convertible Senior Notes due 2025 (included in Exhibit 4.8)

4.10 Indenture, dated as of September 13, 2022, by and between Wayfair Inc.

Bank National Association, as trustee

8-K 001-36666 9/14/2022 4.1

4.11 Form of 3.25% Convertible Senior Notes due 2027 (included in Exhibit 4.10)

4.12 Description of Wayfair Securities

10-K 001-36666 2/25/2021 4.12

10.1+ Second Amended and Restated 2010 Incentive Plan

S-1 333-198171 8/15/2014 10.1

10.2+ Form of Deferred Unit Agreement under the Second Amended and Restated 2010 Incentive Plan

S-1 333-198171 8/15/2014 10.2

10.1+ 2014 Incentive Award Plan

S-1 333-198171 9/19/2014 10.3

10.2+ Amendment No.

1 to 2014 Incentive Award Plan (included in Annex B)

DEF14A 001-36666 08/29/22

10.3+ Form of Option Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014)

10 unchanged sentences

S-1 333-198171 8/15/2014 10.11

10.10+ Letter Agreement , dated October 2, 2013 between the Company and Michael Fleisher, as amended May 5, 2014

S-1 333-198171 8/15/2014 10.12

10.9 Credit Agreement, dated March 24, 2021 among Wayfair Inc., Wayfair LLC, the lending institutions from time to time parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent, swingline lender and a letter of credit issuer

4 unchanged sentences

as the Administrative Agent

10-K 001-36666 2/24/2022 10.12

10.11 2020 Incremental Commitment Joinder Agreement and Consent to Waiver, dated October 30, 2020, among Silicon Valley Bank, as an Incremental Lender, the other Lenders party thereto, Wayfair LLC, Wayfair Inc.

1 unchanged sentence

10-Q 001-36666 11/3/2020 10.15

10.14 Letter Agreement, dated September 11, 2017, between Citibank, N.A.

and Wayfair Inc.

regarding the 2017 Base Capped Call Transaction

8-K 001-36666

9/15/2017 10.2

10.15 Letter Agreement, dated September 11, 2017, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2017 Base Capped Call Transaction

8-K 001-36666

9/15/2017 10.3

10.16 Letter Agreement, dated September 11, 2017, between Bank of America, N.A.

and Wayfair Inc.

regarding the 2017 Base Capped Call Transaction

8-K 001-36666

9/15/2017 10.4

10.17 Letter Agreement, dated September 14, 2017, between Citibank, N.A.

and Wayfair Inc.

regarding the 2017 Additional Capped Call Transaction

8-K 001-36666

9/15/2017 10.5

10.18 Letter Agreement, dated September 14, 2017, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the 2017 Additional Capped Call Transaction

8-K 001-36666

9/15/2017 10.6

10.19 Letter Agreement, dated September 14, 2017, between Bank of America, N.A.

and Wayfair Inc.

regarding the 2017 Additional Capped Call Transaction

8-K 001-36666

9/15/2017 10.7

10.12 Letter Agreement, dated November 14, 2018, between Morgan Stanley & Co.

117 unchanged sentences

8-K 001-36666 8/17/2020 10.13

10.43 Letter Agreement, dated September 8, 2022, between Citibank, N.A.

and Wayfair Inc.

regarding the Base Capped Call Transaction.

8-K 001-36666 9/14/2022 10.2

10.44 Letter Agreement, dated September 8, 2022, between Goldman Sachs & Co.

LLC and Wayfair Inc.

regarding the Base Capped Call Transaction.

8-K 001-36666 9/14/2022 10.3

10.45 Letter Agreement, dated September 8, 2022, between Barclays Bank PLC and Wayfair Inc.

regarding the Base Capped Call Transaction.

8-K 001-36666 9/14/2022 10.4

10.46 Letter Agreement, dated September 8, 2022, between BNP Paribas and Wayfair Inc.

regarding the Base Capped Call Transaction.

8-K 001-36666 9/14/2022 10.5

10.47 Letter Agreement, dated September 8, 2022, between Bank of Montreal and Wayfair Inc.

regarding the Base Capped Call Transaction.

8-K 001-36666 9/14/2022 10.6

10.48 Letter Agreement, dated September 9, 2022, between Citibank, N.A.

and Wayfair Inc.