47 unchanged sentences
Other Information
−Removed: Rule 10b5-1 Trading Plans
−Removed: During the three months ended December 31, 2023, the following directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
−Removed: Name & Title Action Date Rule 10b5-1 Plan Non-Rule 10b5-1 Plan Aggregate number/dollar value of securities to be purchased or sold (1)
−Removed: Plan expiration date (2)
−Removed: Thomas Netzer , Chief Operating Officer
−Removed: Modification November, 30, 2023 X Up to 38,000 shares to be sold
−Removed: Jon Blotner , Chief Commercial Officer
−Removed: Adoption November, 30, 2023 X Up to $1,870,000 in value of shares to be sold
−Removed: (1) The “Aggregate number/dollar value of securities to be sold” represents the gross number or value of shares to be sold during the duration of the plan, before excluding any shares sold pursuant to the Company’s mandatory policies to cover necessary tax withholding obligations in connection with the vesting of the securities.
−Removed: (2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.
−Removed: Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended.
−Removed: Other than those disclosed above, none of our directors or officers adopted, modified or terminated, a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended December 31, 2023.
+Added: (c) Rule 10b5-1 Trading Plans
+Added: During the three months ended December 31, 2024, 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.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated by reference from our proxy statement for our 2024 annual meeting of
−Removed: stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2023.
+Added: We have adopted an insider trading compliance policy regarding securities transactions (the “Insider Trading Compliance Policy”) that applies to our directors, officers, employees, consultants, and contractors and those of our subsidiaries.
+Added: We believe that the Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as the applicable rules and regulations of the New York Stock Exchange.
+Added: A copy of the Insider Trading Compliance Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
+Added: The remainder of the information required by this Item 10 is incorporated by reference from our proxy statement for our 2025 annual meeting of stockholders, which we will file with the Securities and Exchange Commission within 120 days of December 31, 2024.
Executive Compensation
23 unchanged sentences
8-K 001-36666 10/8/2014 3.1
−Removed: 3.2 Amended and Restated Bylaws of Wayfair
+Added: 3.2 Amended and Restated Bylaws of Wayfair Inc.
8-K 001-36666 2/14/2025 3.1
1 unchanged sentence
S-1 333-198171 9/19/2014 4.1
−Removed: 4.2 Indenture, dated as of November 19, 2018, by and between Wayfair Inc.
−Removed: Bank National Association, as trustee
−Removed: 8-K 001-36666 11/19/2018 4.1
−Removed: 4.3 Form of 1.125% Convertible Senior Notes due 2024 (included in Exhibit 4.2)
4.2 Indenture, dated as of August 19, 2019, by and between Wayfair Inc.
19 unchanged sentences
8-K 001-36666 5/12/2023
+Added: Indenture, dated October 8, 2024, among Wayfair LLC, the guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee and notes collateral agent
+Added: 8-K 001-36666 10/8/2024 4.1
+Added: Form of 7.25% Senior Secured Notes (included in Exhibit 4.12)
+Added: 8-K 001-36666 10/8/2024
Description of Wayfair Securities
19 unchanged sentences
8-K 001-36666 3/26/2021 10.1
−Removed: 3/26/2021 10.1
10.10 Amendment No.
163 unchanged sentences
10-Q 001-36666 5/4/2023 10.2+
−Removed: 10.55 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
10.55 Letter Agreement, dated May 9, 2023, between Goldman Sachs & Co.
44 unchanged sentences
10-Q 001-36666 8/3/2023 10.16
+Added: 19.1 Wayfair Inc.
+Added: Insider Trading Compliance Policy
21.1 Subsidiaries of the Company
7 unchanged sentences
97.1 Compensation Recovery Policy
+Added: 001-36666 2/22/2024
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
20 unchanged sentences
Jeffrey Naylor
−Removed: /s/ MICHAEL CHOE Director February 22, 2024
+Added: /s/ DIANA FROST Director February 20, 2025
/s/ ANDREA JUNG Director February 20, 2025
8 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.