1 unchanged sentence
(c) Rule 10b5-1 Trading Plans
−Removed: During the three months ended September 30, 2024, 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):
+Added: During the three months ended March 31, 2025, 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):
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)
Plan expiration date (2)
−Removed: Steve Conine , Co-Chairman and Co-Founder
−Removed: August 15, 2024
−Removed: Up to 650,000 shares to be sold
−Removed: September 5, 2025
−Removed: Steve Conine , Co-Chairman and Co-Founder
−Removed: August 15, 2024
−Removed: Up to 1,670,000 shares to be sold
−Removed: October 21, 2025
−Removed: Niraj Shah , Chief Executive Officer, Co-Chairman and Co-Founder
−Removed: August 15, 2024
−Removed: Up to 650,000 shares to be sold
−Removed: September 5, 2025
−Removed: Niraj Shah , Chief Executive Officer, Co-Chairman and Co-Founder
−Removed: August 15, 2024
+Added: Fiona Tan , Chief Technology Officer
+Added: March 12, 2025
Up to 18,797 shares to be sold
−Removed: October 21, 2025
+Added: November 28, 2025
+Added: Jon Blotner , President, Commercial and Operations
+Added: March 17, 2025
+Added: Up to $ 2,495,000 in value of shares to be sold
+Added: February 27, 2026
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.
1 unchanged sentence
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 September 30, 2024.
+Added: 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 March 31, 2025.
Incorporated by Reference
2 unchanged sentences
Filing Date Exhibit
−Removed: 4.1 Indenture, dated October 8, 2024, among Wayfair LLC, the guarantors party thereto and U.S.
+Added: 4.1 Indenture, dated March 13, 2025, among Wayfair LLC, the guarantors party thereto and U.S.
Bank Trust Company, National Association, as trustee and notes collateral agent
2 unchanged sentences
8-K 001-36666 3/14/2025 4.2
+Added: 10.1 Amended and Restated Credit Agreement dated March 13, 2025, among Wayfair Inc., Wayfair LLC and Citibank, N.A., as the Administrative Agent
+Added: 8-K 001-36666 3/14/2025 10.1
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
13 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: November 1, 2024 By:
+Added: May 1, 2025 By:
/s/ NIRAJ SHAH
1 unchanged sentence
(Principal Executive Officer)
−Removed: November 1, 2024 By:
+Added: May 1, 2025 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.