1 unchanged sentence
(c) Rule 10b5-1 Trading Plans
−Removed: During the three months ended March 31, 2026, no director or officer 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.
+Added: During the three months ended June 30, 2026, the following directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
+Added: 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)
+Added: Plan expiration date (2)
+Added: Steven Conine , Co-Chairman and Co-Founder
+Added: Termination May 6, 2026
+Added: Prior plan covering up to 1,600,000 shares
+Added: Niraj Shah , Chief Executive Officer, Co-Chairman and Co-Founder
+Added: Termination May 6, 2026
+Added: Prior plan covering up to 1,600,000 shares
+Added: Steven Conine , Co-Chairman and Co-Founder
+Added: Adoption May 6, 2026
+Added: Up to 540,000 shares to be sold
+Added: February 11, 2027
+Added: Niraj Shah , Chief Executive Officer, Co-Chairman and Co-Founder
+Added: Adoption May 6, 2026
+Added: Up to 540,000 shares to be sold
+Added: February 11, 2027
+Added: Fiona Tan , Chief Technology Officer (3)
+Added: Adoption June 1, 2026
+Added: Up to 61,000 shares to be sold
+Added: September 30, 2027
+Added: Jonathan Blotner , President, Commercial and Operations
+Added: Adoption June 9, 2026
+Added: Up to $ 1,200,000 in value of shares to be sold and 50% of certain RSUs to be sold upon vesting
+Added: July 30, 2027
+Added: 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, and, to the extent applicable, 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.
+Added: 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.
+Added: 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.
+Added: Represents the adoption of a Rule 10b5-1 trading plan by Fiona Tan as trustee on behalf of a revocable trust of which members of Fiona Tan’s immediate family are the sole beneficiaries.
+Added: Other than those disclosed above, none of our directors or officers adopted or terminated , a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended June 30, 2026.
Incorporated by Reference
2 unchanged sentences
Filing Date Exhibit
+Added: 4.1 Indenture, dated as of May 18, 2026, 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 May 18, 2026 4.1
+Added: 4.2 Form of 7.125% Senior Secured Notes due 2034 (included in Exhibit 4.1)
+Added: 8-K 001-36666 May 18, 2026
+Added: 10.1 Amendment No.
+Added: 1 to 2023 Incentive Award Plan
+Added: 8-K 001-36666 May 22, 2026 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: April 30, 2026 By:
+Added: August 4, 2026 By:
/s/ NIRAJ SHAH
1 unchanged sentence
(Principal Executive Officer)
−Removed: April 30, 2026 By:
+Added: August 4, 2026 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.