1 unchanged sentence
(c) Rule 10b5-1 Trading Plan
−Removed: During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Incorporated by Reference
−Removed: Number Exhibit Description Filed
−Removed: Herewith Form File No.
−Removed: Filing Date Exhibit
−Removed: 4.1 Indenture, dated as of May 12, 2023, by and between Wayfair Inc.
−Removed: Bank Trust Company, National Association, as trustee.
−Removed: 8-K 001-36666 5/12/2023 4.1
−Removed: 4.2 Form of 3.50% Convertible Senior Notes due 2028 (included in Exhibit 4.1).
−Removed: 8-K 001-36666 5/12/2023 4.2
−Removed: 10.1+ Wayfair Inc.
−Removed: 2023 Incentive Award Plan
−Removed: 10-Q 001-36666 5/4/2023 10.1+
−Removed: 10.2+ Form of Restricted Stock Unit Agreement under the 2023 Incentive Award Plan (adopted fiscal 2023)
−Removed: 10-Q 001-36666 5/4/2023 10.2+
−Removed: 10.3 Purchase Agreement, dated May 9, 2023, by and among Wayfair Inc.
−Removed: and Goldman Sachs & Co.
−Removed: LLC and Citigroup Global Markets Inc., as representatives of the several Initial Purchasers.
−Removed: 8-K 001-36666 5/12/2023 10.1
−Removed: 10.4 Letter Agreement, dated May 9, 2023, between Goldman Sachs & Co.
−Removed: LLC and Wayfair Inc.
−Removed: regarding the Base Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.2
−Removed: 10.5 Letter Agreement, dated May 9, 2023, between Citibank, N.A.
−Removed: and Wayfair Inc.
−Removed: regarding the Base Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.3
−Removed: 10.6 Letter Agreement, dated May 9, 2023, between Barclays Bank PLC and Wayfair Inc.
−Removed: regarding the Base Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.4
−Removed: 10.7 Letter Agreement, dated May 9, 2023, between Bank of Montreal and Wayfair Inc.
−Removed: regarding the Base Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.5
−Removed: 10.8 Letter Agreement, dated May 9, 2023, between BNP Paribas and Wayfair Inc.
−Removed: regarding the Base Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.6
−Removed: 10.9 Letter Agreement, dated May 9, 2023, between Morgan Stanley & Co.
−Removed: LLC and Wayfair Inc.
−Removed: regarding the Base Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.7
−Removed: 10.10 Letter Agreement, dated May 10, 2023, between Goldman Sachs & Co.
−Removed: LLC and Wayfair Inc.
−Removed: regarding the Additional Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.8
−Removed: 10.11 Letter Agreement, dated May 10, 2023, between Citibank, N.A.
−Removed: and Wayfair Inc.
−Removed: regarding the Additional Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.9
−Removed: 10.12 Letter Agreement, dated May 10, 2023, between Barclays Bank PLC and Wayfair Inc.
−Removed: regarding the Additional Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.10
−Removed: 10.13 Letter Agreement, dated May 10, 2023, between Bank of Montreal and Wayfair Inc.
−Removed: regarding the Additional Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.11
−Removed: 10.14 Letter Agreement, dated May 10, 2023, between BNP Paribas and Wayfair Inc.
−Removed: regarding the Additional Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.12
+Added: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Incorporated by Reference
−Removed: Number Exhibit Description Filed
−Removed: Herewith Form File No.
+Added: Number Exhibit Description Filed or Furnished
+Added: Form File No.
Filing Date Exhibit
−Removed: 10.15 Letter Agreement, dated May 10, 2023, between Morgan Stanley & Co.
−Removed: LLC and Wayfair Inc.
−Removed: regarding the Additional Capped Call Transaction.
−Removed: 8-K 001-36666 5/12/2023 10.13
−Removed: 10.16 Amendment No.
−Removed: 2 to the Credit Agreement, dated June 13, 2023, among Wayfair Inc., Wayfair LLC and Citibank, N.A.
−Removed: as the Administrative Agent
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: August 3, 2023 By:
+Added: November 1, 2023 By:
/s/ NIRAJ SHAH
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 3, 2023 By:
+Added: November 1, 2023 By:
/s/ KATE GULLIVER
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.