Wayfair Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
W$116.87+4.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Filed or FurnishedHerewith · Form · File No. · Filing Date · ExhibitNumber | |||||
| 3.1 | Restated Certificate of Incorporation of the Company | 8-K | 001-36666 | 10/8/2014 | 3.1 |
| 3.2 | Amended and Restated Bylaws of Wayfair | 8-K | 001-36666 | 10/8/2014 | 3.2 |
| 4.1 | Specimen stock certificate evidencing the shares of Class A common stock of the Company | S-1 | 333-198171 | 9/19/2014 | 4.1 |
| 4.2 | Indenture, dated as of November 19, 2018, by and between Wayfair Inc. and U.S. Bank National Association, as trustee | 8-K | 001-36666 | 11/19/2018 | 4.1 |
| 4.3 | Form of 1.125% Convertible Senior Notes due 2024 (included in Exhibit 4.2) | ||||
| 4.4 | Indenture, dated as of August 19, 2019, by and between Wayfair Inc. and U.S. Bank National Association, as trustee | 8-K | 001-36666 | 8/19/2019 | 4.1 |
| 4.5 | Form of 1.00% Convertible Senior Notes due 2026 (included in Exhibit 4.4) | ||||
| 4.6 | Form of Indenture by and between Wayfair Inc., Wayfair LLC, as Guarantor, and U.S. Bank National Association, as trustee | 8-K | 001-36666 | 4/8/2020 | 4.1 |
| 4.7 | Form of 2.50% Accreting Convertible Senior Notes due 2025 (included in Exhibit 4.6) | ||||
| 4.8 | Indenture, dated as of August 14, 2020, by and between Wayfair Inc. and U.S. Bank National Association, as trustee | 8-K | 001-36666 | 8/17/2020 | 4.1 |
| 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. and U.S. 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 | Indenture, dated as of May 12, 2023, by and between Wayfair Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-36666 | 5/12/2023 | 4.1 |
| 4.13 | Form of 3.50% Convertible Senior Notes due 2028 (included in Exhibit 4.13). | 8-K | 001-36666 | 5/12/2023 | |
| 4.14 | Description of Wayfair Securities | 10-K | 001-36666 | 2/25/2021 | 4.12 |
| 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 | 8/29/2022 | |
| 10.3+ | Form of Option Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014) | S-1 | 333-198171 | 9/19/2014 | 10.4 |
| 10.4+ | Form of Restricted Stock Unit Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014) | S-1 | 333-198171 | 9/19/2014 | 10.5 |
| 10.5+ | Form of Restricted Stock Unit Agreement under the 2014 Incentive Award Plan (adopted fiscal 2018) | 10-K | 001-3666 | 2/25/2019 | 10.6 |
| 10.6+ | Form of Restricted Stock Agreement under the 2014 Incentive Award Plan (adopted fiscal 2014) | S-1 | 333-198171 | 9/19/2014 | 10.6 |
| 10.7+ | Form of Indemnification and Advancement Agreement for Directors and Executive Officers | 8-K | 001-36666 | 1/8/2018 | 10.1 |
| 10.8+ | Form of Amended and Restated Letter Agreement, dated May 6, 2014 between the Company and each of Niraj Shah and Steven Conine | S-1 | 333-198171 | 8/15/2014 | 10.11 |
| 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 | 8-K | 001-36666 | 3/26/2021 | 10.1 |
| 10.10 | Amendment No. 1 to the Credit Agreement, dated October 11, 2021, among Wayfair Inc., Wayfair LLC and Citibank, N.A. 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. and Citibank, N.A., as Administrative Agent. | 10-Q | 001-36666 | 11/3/2020 | 10.15 |
| 10.12 | Letter Agreement, dated November 14, 2018, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the 2018 Base Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.2 |
| 10.13 | Letter Agreement, dated November 14, 2018, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the 2018 Base Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.3 |
| 10.14 | Letter Agreement, dated November 14, 2018, between Bank of America, N.A. and Wayfair Inc. regarding the 2018 Base Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.4 |
| 10.15 | Amended and Restated Letter Agreement, dated November 15, 2018, between Citibank, N.A. and Wayfair Inc. regarding the 2017 Base Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.5 |
| 10.16 | Amended and Restated Letter Agreement, dated November 15, 2018, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the 2017 Base Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.6 |
| 10.17 | Amended and Restated Letter Agreement, dated November 15, 2018, between Bank of America, N.A. and Wayfair Inc. regarding the 2017 Base Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.7 |
| 10.18 | Amended and Restated Letter Agreement, dated November 15, 2018, between Citibank, N.A. and Wayfair Inc. regarding the 2017 Additional Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.8 |
| 10.19 | Amended and Restated Letter Agreement, dated November 15, 2018, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the 2017 Additional Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.9 |
| 10.20 | Amended and Restated Letter Agreement, dated November 15, 2018, between Bank of America, N.A. and Wayfair Inc. regarding the 2017 Additional Capped Call Transaction | 8-K | 001-36666 | 11/19/2018 | 10.10 |
| 10.21 | Letter Agreement, dated November 27, 2018, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the 2018 Additional Capped Call Transaction | 8-K | 001-36666 | 11/29/2018 | 10.1 |
| 10.22 | Letter Agreement, dated November 27, 2018, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the 2018 Additional Capped Call Transaction | 8-K | 001-36666 | 11/29/2018 | 10.2 |
| 10.23 | Letter Agreement, dated November 27, 2018, between Bank of America, N.A. and Wayfair Inc. regarding the 2018 Additional Capped Call Transactions | 8-K | 001-36666 | 11/29/2018 | 10.3 |
| 10.24 | Letter Agreement, dated August 14, 2019, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the 2019 Base Capped Call Transactions | 8-K | 001-36666 | 8/19/2019 | 10.2 |
| 10.25 | Letter Agreement, dated August 14, 2019, between Citibank, N.A. and Wayfair Inc. regarding the 2019 Base Capped Call Transactions | 8-K | 001-36666 | 8/19/2019 | 10.3 |
| 10.26 | Letter Agreement, dated August 14, 2019, between JPMorgan Chase Bank, N.A. and Wayfair Inc. regarding the 2019 Base Capped Call Transactions | 8-K | 001-36666 | 8/19/2019 | 10.4 |
| 10.27 | Letter Agreement, dated August 16, 2019, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the 2019 Base Capped Call Transactions | 8-K | 001-36666 | 8/19/2019 | 10.5 |
| 10.28 | Letter Agreement, dated August 16, 2019, between Citibank, N.A. and Wayfair Inc. regarding the 2019 Base Capped Call Transactions | 8-K | 001-36666 | 8/19/2019 | 10.6 |
| 10.29 | Letter Agreement, dated August 16, 2019, between JPMorgan Chase Bank, N.A. and Wayfair Inc. regarding the 2019 Base Capped Call Transactions | 8-K | 001-36666 | 8/19/2019 | 10.7 |
| 10.30 | Form of Registration Rights Agreement by and between Wayfair Inc. and GHEP VII Aggregator, L.P., CBEP Investments, LLC and The Spruce House Partnership LLC | 8-K | 001-36666 | 4/8/2020 | 10.2 |
| 10.31 | Letter Agreement, dated August 11, 2020, between Barclays PLC and Wayfair Inc. regarding the Base Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.2 |
| 10.32 | Letter Agreement, dated August 11, 2020, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.3 |
| 10.33 | Letter Agreement, dated August 11, 2020, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.4 |
| 10.34 | Letter Agreement, dated August 11, 2020, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.5 |
| 10.35 | Letter Agreement, dated August 11, 2020, between Nomura Global Financial Products Inc. and Wayfair Inc. regarding the Base Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.6 |
| 10.36 | Letter Agreement, dated August 11, 2020, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.7 |
| 10.37 | Letter Agreement, dated August 12, 2020, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.8 |
| 10.38 | Letter Agreement, dated August 12, 2020, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.9 |
| 10.39 | Letter Agreement, dated August 12, 2020, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.10 |
| 10.40 | Letter Agreement, dated August 12, 2020, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.11 |
| 10.41 | Letter Agreement, dated August 12, 2020, between Nomura Global Financial Products Inc. and Wayfair Inc. regarding the Additional Capped Call Transaction | 8-K | 001-36666 | 8/17/2020 | 10.12 |
| 10.42 | Letter Agreement, dated August 12, 2020, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction | 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. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 9/14/2022 | 10.7 |
| 10.49 | Letter Agreement, dated September 9, 2022, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 9/14/2022 | 10.8 |
| 10.50 | Letter Agreement, dated September 9, 2022, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 9/14/2022 | 10.9 |
| 10.51 | Letter Agreement, dated September 9, 2022, between BNP Paribas and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 9/14/2022 | 10.10 |
| 10.52 | Letter Agreement, dated September 9, 2022, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 9/14/2022 | 10.11 |
| 10.53+ | Wayfair Inc. 2023 Incentive Award Plan | 10-Q | 001-36666 | 5/4/2023 | 10.1+ |
| 10.54+ | Form of Restricted Stock Unit Agreement under the 2023 Incentive Award Plan (adopted fiscal 2023) | 10-Q | 001-36666 | 5/4/2023 | 10.2+ |
| 10.55 | Purchase Agreement, dated May 9, 2023, by and among Wayfair Inc. and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several Initial Purchasers. | 8-K | 001-36666 | 5/12/2023 | 10.1 |
| 10.56 | Letter Agreement, dated May 9, 2023, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.2 |
| 10.57 | Letter Agreement, dated May 9, 2023, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.3 |
| 10.58 | Letter Agreement, dated May 9, 2023, between Barclays Bank PLC and Wayfair Inc. regarding the Base Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.4 |
| 10.59 | Letter Agreement, dated May 9, 2023, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.5 | |
| 10.60 | Letter Agreement, dated May 9, 2023, between BNP Paribas and Wayfair Inc. regarding the Base Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.6 | |
| 10.61 | Letter Agreement, dated May 9, 2023, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.7 | |
| 10.62 | Letter Agreement, dated May 10, 2023, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.8 | |
| 10.63 | Letter Agreement, dated May 10, 2023, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.9 | |
| 10.64 | Letter Agreement, dated May 10, 2023, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.10 | |
| 10.65 | Letter Agreement, dated May 10, 2023, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.11 | |
| 10.66 | Letter Agreement, dated May 10, 2023, between BNP Paribas and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.12 | |
| 10.67 | Letter Agreement, dated May 10, 2023, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction. | 8-K | 001-36666 | 5/12/2023 | 10.13 | |
| 10.68 | Amendment No. 2 to the Credit Agreement, dated June 13, 2023, among Wayfair Inc., Wayfair LLC and Citibank, N.A. as the Administrative Agent | 10-Q | 001-36666 | 8/3/2023 | 10.16 | |
| 21.1 | Subsidiaries of the Company | X | ||||
| 23.1 | Consent of Ernst & Young LLP | X | ||||
| 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 | X | ||||
| 31.2 | Certification of Chief Financial 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 | X | ||||
| 32.1# | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2# | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Compensation Recovery Policy | X | ||||
| 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 | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | X | ||||
| 101.LAB | XBRL Taxonomy Labels Linkbase Document | X | ||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | X |
- Indicates a management contract or compensatory plan
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.