W / Wayfair Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2025 WAYFAIR INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

Wayfair Announces Second Quarter 2025 Results, Reports Highest Revenue Growth and Profitability Since 2021 Q2 Net Revenue of $3.3 billion with 21.0 million Active Customers

Exhibit 99.1 Wayfair Announces Second Quarter 2025 Results, Reports Highest Revenue Growth and Profitability Since 2021 Q2 Net Revenue of $3.3 billion with 21.0 million Active Customers BOSTON, MA — August 4, 2025 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), the destination for all things home, today reported financial results for its second quarter ended June 30, 2025. Second Quarter 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Way

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2025 WAYFAIR INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2025 WAYFAIR INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wa

Wayfair Announces First Quarter 2025 Results, Reports Further Share Capture with Robust Profitability Q1 Net Revenue of $2.7 billion with 21.1 million Active Customers

Exhibit 99.1 Wayfair Announces First Quarter 2025 Results, Reports Further Share Capture with Robust Profitability Q1 Net Revenue of $2.7 billion with 21.1 million Active Customers BOSTON, MA — May 1, 2025 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), the destination for all things home, today reported financial results for its first quarter ended March 31, 2025. First Quarter 2025 Financi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Amended and Restated Credit Agreement dated March 13, 2025, among Wayfair Inc., Wayfair LLC and Citibank, N.A., as the Administrative Agent

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 13, 2025 among WAYFAIR INC., as Holdings, WAYFAIR LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and a Lender, CITIBANK, N.A., GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A. KEYBANC CAPIT

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

Exhibit 4.1 WAYFAIR LLC the GUARANTORS party hereto from time to time AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.750% Senior Secured Notes due 2030 INDENTURE Dated as of March 13, 2025 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 54 SECTION 1.3 Rules of Construct

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Wayfair Prices Offering of $700 Million Senior Secured Notes

EX-99.1 Exhibit 99.1 Wayfair Prices Offering of $700 Million Senior Secured Notes BOSTON, March 11, 2025 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced the pricing by its subsidiary, Wayfair LLC (the “Issuer”), of its private offering of $700 million in aggregate principal amount of 7.750% senior secured notes due 2030 (the “Notes”). The Notes will mature on September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2025 WAYFAIR INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Wayfair Announces Proposed Offering of $700 Million Senior Secured Notes

Exhibit 99.1 Wayfair Announces Proposed Offering of $700 Million Senior Secured Notes BOSTON, March 10, 2025 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $700 million in aggregate principal amount of senior secured notes due 2030 (the “Notes”) in a private offer

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Exhibit 99.1 Evolving Our Technology Organization for the Future Over the past five years, we have embarked on a major transformation to modernize our technology stack, including a comprehensive replatforming and migration to the cloud. This journey required significant investment, dedication, and the collective effort of our talented technology teams. We now operate on a modern, scalable, and hig

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wayfair

Subsidiaries of the Company

Exhibit 21.1 Subsidiary Location Wayfair LLC United States CastleGate Logistics Inc. United States CastleGate Trade Services LLC United States SK Retail, Inc. United States Wayfair Maine LLC United States Wayfair Transportation LLC United States Wayfair Securities Corporation United States Fairway Insurance Inc. United States Wayfair Illinois LLC United States Wayfair Trade LLC United States Wayfa

Wayfair Inc. Insider Trading Compliance Policy

Exhibit 19.1 WAYFAIR INC. INSIDER TRADING COMPLIANCE POLICY 1. Summary Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of Wayfair Inc. (together with its subsidiaries, “Wayfair” or the “Company”), as well as that of all persons affiliated with the Company. “Insider trading” occurs when any person trades a Security while in possess

Wayfair Announces Fourth Quarter and Full Year 2024 Results, Reports Positive Year-Over-Year Growth with Strong Profitability Q4 Net Revenue of $3.1 billion with 21.4 million Active Customers

Exhibit 99.1 Wayfair Announces Fourth Quarter and Full Year 2024 Results, Reports Positive Year-Over-Year Growth with Strong Profitability Q4 Net Revenue of $3.1 billion with 21.4 million Active Customers BOSTON, MA — February 20, 2025 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), the destination for all things home, today reported financial results for its fourth quarter and full year end

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Amended and Restated Bylaws of

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WAYFAIR INC. (a Delaware corporation) (Amended and restated as of February 12, 2025) AMENDED AND RESTATED BYLAWS OF WAYFAIR INC. EFFECTIVE FEBRUARY 12, 2025 —————————————————— ARTICLE I. CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Wayfair Inc. (the “Corporation”) shall be fixed in the Corporation’s Restated Certificate of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 WAYFAIR INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned agree that the foregoing Amendment No. 9 to Schedule 13G, dated February 14, 2025, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Date: February 14, 2025 PRESCOTT General partners LLC /s/ Scott J. Vassalluzzo Name: Scott J. Vassalluzzo Title: Managing Member PRESCOTT INVE

Wayfair Appoints Diana Frost to Board of Directors Global Chief Growth Officer Diana Frost of Kraft Heinz brings significant expertise in portfolio transformation, global marketing excellence and public company leadership

Exhibit 99.1 Wayfair Appoints Diana Frost to Board of Directors Global Chief Growth Officer Diana Frost of Kraft Heinz brings significant expertise in portfolio transformation, global marketing excellence and public company leadership BOSTON, February 14, 2025 – Wayfair Inc. (NYSE: W), the destination for all things home, today announced the appointment of Diana Frost to its board of directors, ef

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Letter from Ernst & Young LLP dated January

Exhibit 16.1 January 31, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01(a) of Form 8-K dated January 28, 2025, of Wayfair Inc. and are in agreement with the statements contained in the first, second, third and fourth paragraphs. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/

Hi Everyone,

EX-99.1 2 a20250110emlexhibit.htm EX-99.1 Exhibit 99.1 Hi Everyone, As we begin the new year, I want to share an update regarding our business. After careful consideration, we made the difficult decision to exit the German market, effective today. I regret that this decision impacts our employees in Germany. This is not a decision made lightly, and we recognize the profound impact it has on our te

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 10, 2025 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Wayfair Shares Leadership Update COO Thomas Netzer Stepping Down After Six Years; Further Integration of Customer and Supplier Teams with Supply Chain Capabilities

Wayfair Shares Leadership Update COO Thomas Netzer Stepping Down After Six Years; Further Integration of Customer and Supplier Teams with Supply Chain Capabilities BOSTON, November 7, 2024 – Wayfair, the destination for all things home, today announced Chief Operating Officer Dr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3666

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Wayfair Announces Third Quarter 2024 Results, Reports Strong Profitability in Tandem with Further Market Share Gains Q3 Net Revenue of $2.9 billion with 21.7 million Active Customers

Exhibit 99.1 Wayfair Announces Third Quarter 2024 Results, Reports Strong Profitability in Tandem with Further Market Share Gains Q3 Net Revenue of $2.9 billion with 21.7 million Active Customers BOSTON, MA — November 1, 2024 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today reported financial results for its third quarter ended Septe

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 8, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

Indenture, dated October 8, 2024, among Wayfair LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent

Exhibit 4.1 WAYFAIR LLC the GUARANTORS party hereto from time to time AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.250% Senior Secured Notes due 2029 INDENTURE Dated as of October 8, 2024 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 53 SECTION 1.3 Rules of Construc

Wayfair Closes Offering of $800 Million Senior Secured Notes

Exhibit 99.1 Wayfair Closes Offering of $800 Million Senior Secured Notes BOSTON, October 8, 2024 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced that its subsidiary, Wayfair LLC (the “Issuer”), closed its previously announced private offering of $800 million in aggregate principal amount of 7.250% senior secured notes due 2029 (the “Notes”). The Notes will mature on Oc

Wayfair Prices Upsized Offering of $800 Million Senior Secured Notes

EX-99.1 Exhibit 99.1 Wayfair Prices Upsized Offering of $800 Million Senior Secured Notes BOSTON, September 24, 2024 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced the pricing by its subsidiary, Wayfair LLC (the “Issuer”), of its private offering of $800 million in aggregate principal amount of 7.250% senior secured notes due 2029 (the “Notes”). The offering size was i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2024 WAYFAIR INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Co

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Co

Wayfair Announces Proposed Offering of $700 Million Senior Secured Notes

EX-99.1 Exhibit 99.1 Wayfair Announces Proposed Offering of $700 Million Senior Secured Notes BOSTON, September 23, 2024 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $700 million in aggregate principal amount of senior secured notes due 2029 (the “Notes”) in a p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Way

Wayfair Announces Second Quarter 2024 Results, Reports Best Quarter of Profitability and Cash Flow in Three Years Q2 Net Revenue of $3.1 billion with 22.0 million Active Customers

Exhibit 99.1 Wayfair Announces Second Quarter 2024 Results, Reports Best Quarter of Profitability and Cash Flow in Three Years Q2 Net Revenue of $3.1 billion with 22.0 million Active Customers BOSTON, MA — August 1, 2024 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today reported financial results for its second quarter ended June 30,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2024 WAYFAIR INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

Wayfair Announces First Quarter 2024 Results, Reports Fourth Consecutive Quarter of Strong Profitability Q1 Net Revenue of $2.7 billion with 22.3 million Active Customers

Exhibit 99.1 Wayfair Announces First Quarter 2024 Results, Reports Fourth Consecutive Quarter of Strong Profitability Q1 Net Revenue of $2.7 billion with 22.3 million Active Customers BOSTON, MA — May 2, 2024 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today reported financial results for its first quarter ended March 31, 2024. First

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Subsidiaries of the Company

Exhibit 21.1 Subsidiary Location Wayfair LLC United States CastleGate Logistics Inc. United States CastleGate Trade Services LLC United States SK Retail, Inc. United States Wayfair Maine LLC United States Wayfair Transportation LLC United States Wayfair Securities Corporation United States Fariway Insurance Inc. United States Wayfair Illinois LLC United States Wayfair Trade LLC United States Wayfa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wayfair

Wayfair Announces Fourth Quarter and Full Year 2023 Results, Returns to Positive Year-Over-Year Active Customer Growth Q4 Net Revenue of $3.1 billion with 22.4 million Active Customers

Exhibit 99.1 Wayfair Announces Fourth Quarter and Full Year 2023 Results, Returns to Positive Year-Over-Year Active Customer Growth Q4 Net Revenue of $3.1 billion with 22.4 million Active Customers BOSTON, MA — February 22, 2024 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today reported financial results for its fourth quarter and ful

Compensation Recovery Policy

Exhibit 97.1 WAYFAIR INC. COMPENSATION RECOVERY POLICY Adopted as of August 9, 2023 Wayfair Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. This Policy is effective as of October 2, 2023 (the “Effective Date”). 1. Overview This Policy sets forth the circumstances and procedures under which the Company shall recover Errone

W / Wayfair Inc. / Prescott General Partners LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245994d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 94419L 10 1 (CUSIP Number) December 29, 2023 (Date of Event which Requires filing of this Statement) Check the ap

W / Wayfair Inc. / SPRUCE HOUSE INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

W / Wayfair Inc. / Conine Steven - SC 13G/A Passive Investment

SC 13G/A 1 conine13gafeb2024.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2023 (Date of Event which Requires filing of this Statement) Check the appropriate box to de

W / Wayfair Inc. / Shah Niraj - SC 13G/A Passive Investment

SC 13G/A 1 shah13gafeb2024.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2023 (Date of Event which Requires filing of this Statement) Check the appropriate box to desi

W / Wayfair Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02262-wayfairincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Wayfair, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 94419L101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desig

W / Wayfair Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Wayfair Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Wayfair Announces Workforce Realignment Plan Proactive organizational redesign accelerates profitability goals

Exhibit 99.1 Wayfair Announces Workforce Realignment Plan Proactive organizational redesign accelerates profitability goals BOSTON, Mass. – January 19, 2024 – Wayfair Inc. (NYSE:W), one of the world’s largest destinations for the home, today announced details related to right-sizing its cost structure, following the series of actions originally initiated in August 2022. After a comprehensive, orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 WAYFAIR INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

* * * *

November 22, 2023 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Wayfair Announces Third Quarter 2023 Results, Reports Positive Year-Over-Year Revenue Growth with Strong Order Momentum and Profitability Q3 Net Revenue of $2.9 billion with 22.3 million Active Customers

Exhibit 99.1 Wayfair Announces Third Quarter 2023 Results, Reports Positive Year-Over-Year Revenue Growth with Strong Order Momentum and Profitability Q3 Net Revenue of $2.9 billion with 22.3 million Active Customers BOSTON, MA — November 1, 2023 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today reported financial results for its thir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2023 WAYFAIR INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3666

October 25, 2023

October 25, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

* * * *

October 12, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F.

September 15, 2023

September 15, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services Washington, D.

Amendment No. 2 to the Credit Agreement, dated June 13, 2023, among Wayfair Inc., Wayfair LLC and Citibank, N.A. as the Administrative Agent

Exhibit 10.16 AMENDMENT NO. 2 This AMENDMENT NO. 2 (this “Amendment No. 2”) dated as of June 13, 2023, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), WAYFAIR INC., a corporation organized under the laws of the State of Delaware (“Holdings”), the Lenders party hereto, the Letter of Credit Issuers party hereto and CITIBANK, N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2023 WAYFAIR INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Way

Wayfair Announces Second Quarter 2023 Results Returns to Positive Year-Over-Year Order Growth While Hitting Key Profitability Milestone Q2 Net Revenue of $3.2 billion with 21.8 million Active Customers Q2 results showed further market share gains dri

Exhibit 99.1 Wayfair Announces Second Quarter 2023 Results Returns to Positive Year-Over-Year Order Growth While Hitting Key Profitability Milestone Q2 Net Revenue of $3.2 billion with 21.8 million Active Customers Q2 results showed further market share gains driven by strong order momentum BOSTON, MA — August 3, 2023 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2023 WAYFAIR INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

Wayfair Shares Business Update Steve Oblak to retire in Q1 2024; Jon Blotner to be named Chief Commercial Officer Q2 revenue trend improving, led by growth in orders

Exhibit 99.1 Wayfair Shares Business Update Steve Oblak to retire in Q1 2024; Jon Blotner to be named Chief Commercial Officer Q2 revenue trend improving, led by growth in orders BOSTON, Mass. – June 7, 2023 – Wayfair Inc. (NYSE:W), one of the world’s largest destinations for the home, today shared an update on its business leadership and performance. The company announced that Steve Oblak, Chief

Letter Agreement, dated May 9, 2023, between Barclays Bank PLC and Wayfair Inc. regarding the Base Capped Call Transaction.

EX-10.4 Exhibit 10.4 Execution Version Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 526 7000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Em

Letter Agreement, dated May 9, 2023, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction.

EX-10.2 Exhibit 10.2 Execution Version GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Goldman Sachs & Co. LLC Re: Base Call Option Transaction Date: May 9, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (thi

Letter Agreement, dated May 9, 2023, between BNP Paribas and Wayfair Inc. regarding the Base Capped Call Transaction.

EX-10.6 Exhibit 10.6 Execution Version BNP Paribas 787 7th Avenue, 3rd Floor New York, New York 10019 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: BNP Paribas Re: Base Call Option Transaction Date: May 9, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms a

Letter Agreement, dated May 9, 2023, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction.

EX-10.5 Exhibit 10.5 Execution Version Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Telephone No.: (416) 552-4177 Facsimile No.: (416) 552-7904 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Bank of Montreal Re: Base Call Option Transaction Date: May 9, 2023 Dear Ladies and Gentlemen: The pur

Letter Agreement, dated May 10, 2023, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction.

EX-10.11 Exhibit 10.11 Execution Version Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Telephone No.: (416) 552-4177 Facsimile No.: (416) 552-7904 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Bank of Montreal Re: Additional Call Option Transaction Date: May 10, 2023 Dear Ladies and Gentlemen

Letter Agreement, dated May 9, 2023, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction.

EX-10.3 Exhibit 10.3 Execution Version Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 4th Floor New York, NY 10013 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: May 9, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confi

Indenture, dated as of May 12, 2023, by and between Wayfair Inc. and U.S. Bank Trust Company, National Association, as trustee.

EX-4.1 Exhibit 4.1 Execution Version WAYFAIR INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 12, 2023 3.50% Convertible Senior Notes due 2028 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designatio

Letter Agreement, dated May 10, 2023, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction.

EX-10.10 Exhibit 10.10 Execution Version Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 526 7000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 WAYFAIR INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

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.

EX-10.1 Exhibit 10.1 Execution Version Wayfair Inc. $600,000,000 3.50% Convertible Senior Notes due 2028 Purchase Agreement May 9, 2023 Goldman Sachs & Co. LLC Citigroup Global Markets Inc., As representatives of the several Purchasers named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, Ne

Letter Agreement, dated May 10, 2023, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction.

EX-10.8 Exhibit 10.8 Execution Version GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Goldman Sachs & Co. LLC Re: Additional Call Option Transaction Date: May 10, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreeme

Letter Agreement, dated May 10, 2023, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction.

EX-10.13 Exhibit 10.13 Execution Version Morgan Stanley & Co. LLC 1585 Broadway, 6th Floor New York, NY 10036 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Morgan Stanley & Co. LLC Re: Additional Call Option Transaction Date: May 10, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation

Letter Agreement, dated May 9, 2023, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction.

EX-10.7 Exhibit 10.7 Execution Version Morgan Stanley & Co. LLC 1585 Broadway, 6th Floor New York, NY 10036 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Morgan Stanley & Co. LLC Re: Base Call Option Transaction Date: May 9, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to

Letter Agreement, dated May 10, 2023, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction.

EX-10.9 Exhibit 10.9 Execution Version Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 4th Floor New York, NY 10013 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Citibank, N.A. Re: Additional Call Option Transaction Date: May 10, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (this

Letter Agreement, dated May 10, 2023, between BNP Paribas and Wayfair Inc. regarding the Additional Capped Call Transaction.

EX-10.12 Exhibit 10.12 Execution Version BNP Paribas 787 7th Avenue, 3rd Floor New York, New York 10019 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: BNP Paribas Re: Additional Call Option Transaction Date: May 10, 2023 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm th

Wayfair Inc. Prices Offering of $600 million Convertible Senior Notes

EX-99.1 Exhibit 99.1 Wayfair Inc. Prices Offering of $600 million Convertible Senior Notes BOSTON—Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) announced today the pricing of $600 million aggregate principal amount of 3.50% convertible senior notes due 2028 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2023 WAYFAIR INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

Wayfair Inc. Announces Proposed Offering of $600 million Convertible Senior Notes

EX-99.1 Exhibit 99.1 Wayfair Inc. Announces Proposed Offering of $600 million Convertible Senior Notes BOSTON—Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) announced today that it intends to offer, subject to market conditions and other factors, $600 million aggregate principal amount of convertible senior notes due 2028 (the “notes”) in a private offering (the “offering”) to qualified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2023 WAYFAIR INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter) Delaware 36-4791999 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 4 Copley Place Boston, MA 02116 (Address of Principal Executive Offices)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wa

Wayfair Announces First Quarter 2023 Results Achieves Considerable Progress on Roadmap toward Profitability Q1 Net Revenue of $2.8 billion with 21.7 million Active Customers Q1 results demonstrate consistent market share gains and improvement in cost

Exhibit 99.1 Wayfair Announces First Quarter 2023 Results Achieves Considerable Progress on Roadmap toward Profitability Q1 Net Revenue of $2.8 billion with 21.7 million Active Customers Q1 results demonstrate consistent market share gains and improvement in cost structure BOSTON, MA — May 4, 2023 — Wayfair Inc. (“Wayfair”, “we”, or “our”) (NYSE: W), one of the world’s largest online destinations

Form of Restricted Stock Unit Agreement under the 2023 Incentive Award Plan (adopted fiscal 2023)

Exhibit 10.2 WAYFAIR INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Wayfair Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the Holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to the terms and conditions

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Wayfair Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Proposed Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid Equity C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Wayfair Inc. 2023 Incentive Award Plan

Exhibit 10.1 WAYFAIR INC. 2023 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE The purpose of the Wayfair Inc. 2023 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Wayfair Inc. (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wayfair

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wayfair Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Type Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0

Subsidiaries of the Company

Exhibit 21.1 Subsidiary Location Wayfair LLC United States CastleGate Logistics Inc. United States CastleGate Trade Services LLC United States SK Retail, Inc. United States Wayfair Maine LLC United States Wayfair Transportation LLC United States Wayfair Securities Corporation United States Fariway Insurance Inc. United States Wayfair Illinois LLC United States Wayfair Trade LLC United States Wayfa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter) Delaware 36-4791999 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 4 Copley Place Boston, MA 02116 (Address, includin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2023 WAYFAIR INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Wayfair Announces Fourth Quarter and Full Year 2022 Results Q4 Net Revenue of $3.1 billion 22.1 million Active Customers

Exhibit 99.1 Wayfair Announces Fourth Quarter and Full Year 2022 Results Q4 Net Revenue of $3.1 billion 22.1 million Active Customers BOSTON, MA — February 23, 2023 — Wayfair Inc. ("Wayfair", "we", or "our") (NYSE: W), one of the world’s largest online destinations for the home, today reported financial results for its fourth quarter and full year ended December 31, 2022. Fourth Quarter 2022 Finan

W / Wayfair Inc / SPRUCE HOUSE INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

EX-1 2 ex1.htm Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, Par Value $0.001 , of Wayfair Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate.

W / Wayfair Inc / Prescott General Partners LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236350d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 94419L 10 1 (CUSIP Number) December 30, 2022 (Date of Event which Requires filing of this Statement) Check the ap

W / Wayfair Inc / Shah Niraj - SC 13G/A Passive Investment

SC 13G/A 1 shah13gafeb2023.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2022 (Date of Event which Requires filing of this Statement) Check the appropriate box to desi

W / Wayfair Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Wayfair Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

W / Wayfair Inc / Conine Steven - SC 13G/A Passive Investment

SC 13G/A 1 conine13gafeb2023.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2022 (Date of Event which Requires filing of this Statement) Check the appropriate box to de

W / Wayfair Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02230-wayfairinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Wayfair Inc. Title of Class of Securities: Common Stock CUSIP Number: 94419L101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2023 WAYFAIR INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Co

Wayfair Announces Update to Cost Efficiency Plan and Business Performance Restructuring and recent business trends provide accelerated path to profitability goals

Exhibit 99.1 Wayfair Announces Update to Cost Efficiency Plan and Business Performance Restructuring and recent business trends provide accelerated path to profitability goals BOSTON, Mass. – January 20, 2023 – Wayfair Inc. (NYSE:W), one of the world’s largest destinations for the home, today announced additional details related to right-sizing its cost structure as well as continued strong busine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 20, 2023 WAYFAIR INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 20, 2023 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

W / Wayfair Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wayfair Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 29, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Wayfair Announces Strong Five-Day Peak Holiday Shopping Period Customers Came to Wayfair to Save on Vast Selection of Items for the Home

Exhibit 99.1 Wayfair Announces Strong Five-Day Peak Holiday Shopping Period Customers Came to Wayfair to Save on Vast Selection of Items for the Home BOSTON, Mass. ? November 29, 2022 ? Wayfair Inc. (NYSE:W), one of the world?s largest destinations for the home, today announced strong results for the five-day peak holiday shopping period between Thanksgiving and Cyber Monday, including a low singl

Wayfair Announces Third Quarter 2022 Results Q3 Net Revenue of $2.8 billion 22.6 million Active Customers

Exhibit 99.1 Wayfair Announces Third Quarter 2022 Results Q3 Net Revenue of $2.8 billion 22.6 million Active Customers BOSTON, MA ? November 3, 2022 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its third quarter ended September 30, 2022. Third Quarter 2022 Financial Highlights ?Total net revenue of $2.8 billion decrease

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3666

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 13, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wayfair Inc. (Exact name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Type Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter) Delaware 36-4791999 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 4 Copley Place Boston, MA 02116 (Address, includin

Letter Agreement, dated September 9, 2022, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction.

Exhibit 10.8 EXECUTION VERSION GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 Opening Transaction To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Goldman Sachs & Co. LLC Re: Additional Call Option Transaction Date: September 9, 2022 Dear Ladies and Gentlemen: The purpose of

Letter Agreement, dated September 8, 2022, between Barclays Bank PLC and Wayfair Inc. regarding the Base Capped Call Transaction.

Exhibit 10.4 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 526 7000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email:

, by and among Wayfair Inc. and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several Initial Purchasers.

Exhibit 10.1 Wayfair Inc. $600,000,000 3.25% Convertible Senior Notes due 2027 Purchase Agreement September 8, 2022 Citigroup Global Markets Inc. Goldman Sachs & Co. LLC, As representatives of the several Purchasers named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies

Letter Agreement, dated September 8, 2022, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction.

Exhibit 10.2 EXECUTION VERSION Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 4th Floor New York, NY 10013 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: September 8, 2022 Dear Ladies and Gentlemen: The purpose of this letter agreement (this ?Conf

Letter Agreement, dated September 8, 2022, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction.

Exhibit 10.6 EXECUTION VERSION Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Telephone No.: (416) 552-4177 Facsimile No.: (416) 552-7904 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Bank of Montreal Re: Base Call Option Transaction Date: September 8, 2022 Dear Ladies and Gentlemen: The pu

Letter Agreement, dated September 9, 2022, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction.

Exhibit 10.9 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 526 7000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email:

Letter Agreement, dated September 9, 2022, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction.

Exhibit 10.11 EXECUTION VERSION Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Telephone No.: (416) 552-4177 Facsimile No.: (416) 552-7904 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Bank of Montreal Re: Additional Call Option Transaction Date: September 9, 2022 Dear Ladies and Gentlemen:

Letter Agreement, dated September 8, 2022, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction.

Exhibit 10.3 EXECUTION VERSION GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 Opening Transaction To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Goldman Sachs & Co. LLC Re: Base Call Option Transaction Date: September 8, 2022 Dear Ladies and Gentlemen: The purpose of this

Letter Agreement, dated September 8, 2022, between BNP Paribas and Wayfair Inc. regarding the Base Capped Call Transaction.

Exhibit 10.5 EXECUTION VERSION BNP Paribas 787 7th Avenue, 3rd Floor New York, New York 10019 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: BNP Paribas Re: Base Call Option Transaction Date: September 8, 2022 Dear Ladies and Gentlemen: The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Letter Agreement, dated September 9, 2022, between BNP Paribas and Wayfair Inc. regarding the Additional Capped Call Transaction.

Exhibit 10.10 EXECUTION VERSION BNP Paribas 787 7th Avenue, 3rd Floor New York, New York 10019 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: BNP Paribas Re: Additional Call Option Transaction Date: September 9, 2022 Dear Ladies and Gentlemen: The purpose of this letter agreement (this ?Confirmation?) is to confirm the

Letter Agreement, dated September 9, 2022, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction.

Exhibit 10.7 EXECUTION VERSION Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 4th Floor New York, NY 10013 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Citibank, N.A. Re: Additional Call Option Transaction Date: September 9, 2022 Dear Ladies and Gentlemen: The purpose of this letter agreement (this

Indenture, dated as of September 13, 2022, by and between Wayfair Inc. and U.S. Bank National Association, as trustee

Exhibit 4.1 EXECUTION VERSION WAYFAIR INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 13, 2022 3.25% Convertible Senior Notes due 2027 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 9, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Wayfair Inc. Prices Offering of $600 million Convertible Senior Notes

Exhibit 99.1 Wayfair Inc. Prices Offering of $600 million Convertible Senior Notes BOSTON?Wayfair Inc. (NYSE: W) (the ?Company,? ?we? or ?Wayfair?) announced today the pricing of $600 million aggregate principal amount of 3.25% convertible senior notes due 2027 (the ?notes?) in a private offering (the ?offering?) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1

Wayfair Inc. Announces Proposed Offering of $600 million Convertible Senior Notes

Exhibit 99.1 Wayfair Inc. Announces Proposed Offering of $600 million Convertible Senior Notes BOSTON?Wayfair Inc. (NYSE: W) (the ?Company,? ?we? or ?Wayfair?) announced today that it intends to offer, subject to market conditions and other factors, $600 million aggregate principal amount of convertible senior notes due 2027 (the ?notes?) in a private offering (the ?offering?) to qualified institu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Wayfair Announces Second Quarter 2022 Results Q2 Net Revenue of $3.3 billion 23.6 million Active Customers

Exhibit 99.1 Wayfair Announces Second Quarter 2022 Results Q2 Net Revenue of $3.3 billion 23.6 million Active Customers BOSTON, MA ? August 4, 2022 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its second quarter ended June 30, 2022. Second Quarter 2022 Financial Highlights ?Total net revenue of $3.3 billion decreased $5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Way

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wa

Wayfair Announces CFO Transition Plan Michael Fleisher to retire; Kate Gulliver to be named CFO and CAO

Exhibit 99.2 Wayfair Announces CFO Transition Plan Michael Fleisher to retire; Kate Gulliver to be named CFO and CAO Boston, Mass. ? May 5, 2022 ? Wayfair (NYSE:W), one of the world?s largest destinations for the home, today announced the upcoming retirement of Michael Fleisher, Chief Financial Officer, and the planned appointment of Kate Gulliver to the role of Chief Financial Officer and Chief A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

Wayfair Announces First Quarter 2022 Results Q1 Net Revenue of $3.0 billion 25.4 million Active Customers

Exhibit 99.1 Wayfair Announces First Quarter 2022 Results Q1 Net Revenue of $3.0 billion 25.4 million Active Customers BOSTON, MA ? May 5, 2022 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its first quarter ended March 31, 2022. First Quarter 2022 Financial Highlights ?Total net revenue of $3.0 billion decreased $485 mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter) Delaware 36-4791999 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 4 Copley Place Boston, MA 02116 (Address, includin

Amendment No. 1 to the Credit Agreement, dated October 11, 2021, among Wayfair Inc., Wayfair LLC and Citibank, N.A. as the Administrative Agent

Exhibit 10.12 AMENDMENT NO. 1 This AMENDMENT NO. 1 (this ?Amendment No. 1?) dated as of October 11, 2021, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the ?Borrower?), WAYFAIR INC., a corporation organized under the laws of the State of Delaware (?Holdings?), and CITIBANK, N.A., as Administrative Agent (in such capacity, the ?Administrati

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Wayfair Inc. (Exact name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Type Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $0

Wayfair Announces Fourth Quarter and Full Year 2021 Results Q4 Net Revenue of $3.3 billion 27.3 million Active Customers

Exhibit 99.1 Wayfair Announces Fourth Quarter and Full Year 2021 Results Q4 Net Revenue of $3.3 billion 27.3 million Active Customers BOSTON, MA ? February 24, 2022 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its fourth quarter and full year ended December 31, 2021. Fourth Quarter 2021 Financial Highlights ?Total net r

Subsidiaries of the Company

Exhibit 21.1 Subsidiary Location Wayfair LLC U.S. CastleGate Logistics Inc. U.S. CastleGate Trade Services LLC U.S. SK Retail, Inc. U.S. Wayfair Maine LLC U.S. Wayfair Transportation LLC U.S. Wayfair Securities Corporation U.S. Fariway Insurance Inc. U.S. Wayfair Stores Limited Republic of Ireland Wayfair (UK) Limited United Kingdom Wayfair Deutschland Ltd. & Co. KG Germany CastleGate Logistics Ca

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 24, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wayfair

W / Wayfair Inc / Prescott General Partners LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm226534-2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Wayfair Inc. (Name of Issuer) Common Stock, par value $0.000001 (Title of Class of Securities) 94419L 10 1 (CUSIP Number) December 31, 2021 (Date of Event which Requires filing of this Statement) Check the appropr

W / Wayfair Inc / Conine Steven - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2021 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

W / Wayfair Inc / Shah Niraj - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2021 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, Par Value $0.

W / Wayfair Inc / SPRUCE HOUSE INVESTMENT MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

W / Wayfair Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Wayfair Inc. Title of Class of Securities: Common Stock CUSIP Number: 94419L101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2022 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Wayfair Names Fiona Tan Chief Technology Officer Tan to Succeed Jim Miller on March 1; Miller to Retire June 30

Wayfair Names Fiona Tan Chief Technology Officer Tan to Succeed Jim Miller on March 1; Miller to Retire June 30 BOSTON, Mass.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

Wayfair Announces Third Quarter 2021 Results Q3 Net Revenue of $3.1 billion 29.2 million Active Customers, up 1.5% Year over Year

Exhibit 99.1 Wayfair Announces Third Quarter 2021 Results Q3 Net Revenue of $3.1 billion 29.2 million Active Customers, up 1.5% Year over Year BOSTON, MA ? November 4, 2021 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its third quarter ended September 30, 2021. Third Quarter 2021 Financial Highlights ?Total net revenue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3666

Wayfair Appoints Jeremy King to Board of Directors Senior Vice President and Head of Engineering at Pinterest Brings Record of Scaling Technology Platforms to Home Leader

Exhibit 99.1 Wayfair Appoints Jeremy King to Board of Directors Senior Vice President and Head of Engineering at Pinterest Brings Record of Scaling Technology Platforms to Home Leader BOSTON, Mass. ? August 10, 2021 ? Wayfair (NYSE:W), one of the world?s largest destinations for the home, today announced the appointment of Jeremy King to its board of directors. King brings extensive experience lea

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Way

Wayfair Announces Second Quarter 2021 Results Q2 Net Revenue of $3.9 billion 31.1 million Active Customers, up 20% Year over Year

Exhibit 99.1 Wayfair Announces Second Quarter 2021 Results Q2 Net Revenue of $3.9 billion 31.1 million Active Customers, up 20% Year over Year BOSTON, MA ? August 5, 2021 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its second quarter ended June 30, 2021. Second Quarter 2021 Financial Highlights ?Total net revenue of $3

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Michael J. Minahan

Michael J. Minahan +1 617 570 1021 [email protected] Goodwin Procter llp 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 July 15, 2021 VIA EDGAR Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Wayfair Inc. Form 10-K for Fiscal Year Ended December 31, 2020 Filed February

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

Wayfair Announces First Quarter 2021 Results Q1 Net Revenue Growth of 49% Year over Year to $3.5 billion 33.2 million Active Customers, up 57% Year over Year

Exhibit 99.1 Wayfair Announces First Quarter 2021 Results Q1 Net Revenue Growth of 49% Year over Year to $3.5 billion 33.2 million Active Customers, up 57% Year over Year BOSTON, MA ? May 6, 2021 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its first quarter ended March 31, 2021. First Quarter 2021 Financial Highlights

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

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.

Exhibit 10.1 CREDIT AGREEMENT dated as of March 24, 2021 among WAYFAIR INC., as Holdings, WAYFAIR LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as the Administrative Agent, the Collateral Agent, the Swingline Lender, a Letter of Credit Issuer and a Lender, CITIBANK, N.A., as Lead Arranger and Bookrunner, GOLDMAN SACHS BANK USA, as Syndication Agent, an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Wayfair Announces Retirement of Ed Macri, Makes Marketing Organizational Changes

Exhibit 99.1 Wayfair Announces Retirement of Ed Macri, Makes Marketing Organizational Changes Boston, Mass. - March 11, 2021 - Wayfair (NYSE: W), one of the world’s largest online destinations for the home, today announced that Ed Macri, Chief Product & Marketing Officer, will retire from the company in 2021. Macri joined Wayfair in 2007. In a variety of roles of increasing responsibility, he help

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Subsidiaries of the Company

EX-21.1 3 a2020-12x31exx211.htm EX-21.1 Exhibit 21.1 Subsidiary Location Wayfair LLC U.S. CastleGate Logistics Inc. U.S. CastleGate Trade Services LLC U.S. SK Retail, Inc. U.S. Wayfair Maine LLC U.S. Wayfair Transportation LLC U.S. Wayfair Securities Corporation U.S. Wayfair Stores Limited Republic of Ireland Wayfair (UK) Limited United Kingdom Wayfair Deutschland Ltd. & Co. KG Germany Wayfair Deu

Wayfair Announces Fourth Quarter and Full Year 2020 Results Q4 Net Revenue Growth of 45% Year over Year to $3.7 billion 31.2 million Active Customers, up 54% Year over Year

Exhibit 99.1 Wayfair Announces Fourth Quarter and Full Year 2020 Results Q4 Net Revenue Growth of 45% Year over Year to $3.7 billion 31.2 million Active Customers, up 54% Year over Year BOSTON, MA ? February 25, 2021 ? Wayfair Inc. (NYSE: W), one of the world?s largest online destinations for the home, today reported financial results for its fourth quarter and full year ended December 31, 2020. F

- S-8

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Wayfair Inc. (Exact name of registrant as specified in its charter) Delaware 36-4791999 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 4 Copley Place Boston, MA 02116 (Address, includin

Description of Wayfair Securities

Exhibit 4.12 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The summary of the general terms and provisions of the registered securities of Wayfair Inc. (?Wayfair,? ?we,? or ?our?) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Restated Certificate o

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Wayfair

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 9441

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 94419L 10 1 (CUSIP Number) December 31, 2020 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Wayfair Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, Par Value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2020 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2021 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) December 31, 2020 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Wayfair Inc. Title of Class of Securities: Common Stock CUSIP Number: 94419L101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) Great H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) Great Hill Partners, L.P. Attn: John S. Dwyer 200 Clarendon Street, 29th Floor, Boston, MA 02116 (617) 790-9400 (Name, Address and Telephone Number

W / Wayfair, Inc. / GREAT HILL INVESTORS LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wayfair Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 94419L101 (CUSIP Number) Great Hill Partners, L.P. Attn: John S. Dwyer 200 Clarendon Street, 29th Floor, Boston, MA 02116 (617) 790-9400 (Name, Address and Telephone Number

Wayfair Inc. Stock Distribution Plan for Great Hill Partners Funds

Exhibit 4 Wayfair Inc. Stock Distribution Plan for Great Hill Partners Funds This Stock Distribution Plan (this “Plan”) is entered into this 30th day of November, 2020 (“Adoption Date”) between Great Hill Investors, LLC (“GHI”), Great Hill Equity Partners VII, L.P. (“GHEP VII”), Great Hill Equity Partners VII-Pref, L.P. (“GHEP VII-Pref”), Great Hill Equity Partners VII PV, L.P. (“GHEP VII PV”), Gr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Com

Wayfair Names Michael E. Sneed to its Board of Directors Johnson & Johnson EVP Brings Extensive Experience in Corporate Affairs, Communications and Operations to Leading Home Retailer

Exhibit 99.1 Wayfair Names Michael E. Sneed to its Board of Directors Johnson & Johnson EVP Brings Extensive Experience in Corporate Affairs, Communications and Operations to Leading Home Retailer BOSTON, Mass. – November 13, 2020 – Wayfair Inc. (NYSE:W), one of the world’s largest online destinations for the home, today announced that Michael E. Sneed, Executive Vice President of Global Corporate

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3666

Amendment No. 1 to the Amended and Restated Credit Agreement, dated August 21, 2020, among Wayfair LLC, Wayfair Inc., each other Loan Party from time to time party thereto, each Lender from time to time party thereto and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer

Exhibit 10.14 AMENDMENT NO. 1 This AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of August 21, 2020, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”); WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative

Wayfair Announces Third Quarter 2020 Results Q3 Net Revenue Growth of 67% Year over Year to $3.8 billion 28.8 million Active Customers, up 51% Year over Year

Exhibit 99.1 Wayfair Announces Third Quarter 2020 Results Q3 Net Revenue Growth of 67% Year over Year to $3.8 billion 28.8 million Active Customers, up 51% Year over Year BOSTON, MA — November 3, 2020 — Wayfair Inc. (NYSE: W), one of the world’s largest online destinations for the home, today reported financial results for its third quarter ended September 30, 2020. Third Quarter 2020 Financial Hi

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Comm

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.

Exhibit 10.15 2020 INCREMENTAL COMMITMENT JOINDER AGREEMENT AND CONSENT TO WAIVER 2020 INCREMENTAL COMMITMENT JOINDER AGREEMENT AND CONSENT TO WAIVER, dated as of October 30, 2020 (as amended, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”), made by and among Silicon Valley Bank, as an Incremental Lender (the “2020 Incremental Lender”); the other Lend

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

Letter Agreement, dated August 11, 2020, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction

EX-10.5 Exhibit 10.5 EXECUTION VERSION GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 Opening Transaction To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Goldman Sachs & Co. LLC Re: Base Call Option Transaction Date: August 11, 2020 Dear Ladies and Gentlemen: The purpose of

Letter Agreement, dated August 12, 2020, between Barclays Bank PLC and Wayfair Inc. regarding the Additional Capped Call Transaction

EX-10.8 Exhibit 10.8 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.:

Letter Agreement, dated August 11, 2020, between Citibank, N.A. and Wayfair Inc. regarding the Base Capped Call Transaction

EX-10.3 Exhibit 10.3 EXECUTION VERSION Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 3rd Floor New York, NY 10013 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Citibank, N.A. Re: Base Call Option Transaction Date: August 11, 2020 Dear Ladies and Gentlemen: The purpose of this letter agreement (this

Letter Agreement, dated August 12, 2020, between Bank of Montreal and Wayfair Inc. regarding the Additional Capped Call Transaction

EX-10.13 Exhibit 10.13 EXECUTION VERSION Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Telephone No.: (416) 552-4177 Facsimile No.: (416) 552-7904 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Bank of Montreal Re: Additional Call Option Transaction Date: August 12, 2020 Dear Ladies and Gen

Letter Agreement, dated August 12, 2020, between Nomura Global Financial Products Inc. and Wayfair Inc. regarding the Additional Capped Call Transaction

EX-10.12 Exhibit 10.12 EXECUTION VERSION Nomura Global Financial Products Inc. 309 West 49th Street New York, NY 10019 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Nomura Global Financial Products Inc. Re: Additional Call Option Transaction Date: August 12, 2020 Dear Ladies and Gentlemen: The purpose of this letter a

Letter Agreement, dated August 11, 2020, between Bank of Montreal and Wayfair Inc. regarding the Base Capped Call Transaction

EX-10.7 Exhibit 10.7 EXECUTION VERSION Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Telephone No.: (416) 552-4177 Facsimile No.: (416) 552-7904 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Bank of Montreal Re: Base Call Option Transaction Date: August 11, 2020 Dear Ladies and Gentlemen:

Letter Agreement, dated August 11, 2020, between Nomura Global Financial Products Inc. and Wayfair Inc. regarding the Base Capped Call Transaction

EX-10.6 Exhibit 10.6 EXECUTION VERSION Nomura Global Financial Products Inc. 309 West 49th Street New York, NY 10019 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Nomura Global Financial Products Inc. Re: Base Call Option Transaction Date: August 11, 2020 Dear Ladies and Gentlemen: The purpose of this letter agreement

Letter Agreement, dated August 12, 2020, between Citibank, N.A. and Wayfair Inc. regarding the Additional Capped Call Transaction

EX-10.9 Exhibit 10.9 EXECUTION VERSION Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 3rd Floor New York, NY 10013 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Citibank, N.A. Re: Additional Call Option Transaction Date: August 12, 2020 Dear Ladies and Gentlemen: The purpose of this letter agreement

Purchase Agreement, dated August 11, 2020, by and among Wayfair Inc. and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several Initial Purchasers.

EX-10.1 Exhibit 10.1 EXECUTION VERSION Wayfair Inc. $1,320,000,000 0.625% Convertible Senior Notes due 2025 Purchase Agreement August 11, 2020 Citigroup Global Markets Inc. Goldman Sachs & Co. LLC, As representatives of the several Purchasers named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Goldman Sachs & Co. LLC 200 West Street New Y

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

Letter Agreement, dated August 11, 2020, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Base Capped Call Transaction

EX-10.4 Exhibit 10.4 EXECUTION VERSION Morgan Stanley & Co. LLC 1585 Broadway, 4th Floor New York, NY 10036 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Morgan Stanley & Co. LLC Re: Base Call Option Transaction Date: August 11, 2020 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”)

Letter Agreement, dated August 11, 2020, between Barclays PLC and Wayfair Inc. regarding the Base Capped Call Transaction

EX-10.2 Exhibit 10.2 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.:

Letter Agreement, dated August 12, 2020, between Goldman Sachs & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction

EX-10.11 Exhibit 10.11 EXECUTION VERSION GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 Opening Transaction To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Goldman Sachs & Co. LLC Re: Additional Call Option Transaction Date: August 12, 2020 Dear Ladies and Gentlemen: The pu

Indenture, dated as of August 14, 2020, by and between Wayfair Inc. and U.S. Bank National Association, as trustee

EX-4.1 Exhibit 4.1 EXECUTION VERSION WAYFAIR INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2020 0.625% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amoun

Letter Agreement, dated August 12, 2020, between Morgan Stanley & Co. LLC and Wayfair Inc. regarding the Additional Capped Call Transaction

EX-10.10 Exhibit 10.10 EXECUTION VERSION Morgan Stanley & Co. LLC 1585 Broadway, 4th Floor New York, NY 10036 To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: Email: From: Morgan Stanley & Co. LLC Re: Additional Call Option Transaction Date: August 12, 2020 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confir

Wayfair Inc. Prices Offering of $1.32 Billion Convertible Senior Notes

EX-99.1 2 d64413dex991.htm EX-99.1 Exhibit 99.1 Wayfair Inc. Prices Offering of $1.32 Billion Convertible Senior Notes BOSTON—Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) announced today the pricing of $1.32 billion aggregate principal amount of 0.625% convertible senior notes due 2025 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to R

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

Wayfair Inc. Announces Proposed Offering of $1.2 Billion Convertible Senior Notes

EX-99.1 Exhibit 99.1 Wayfair Inc. Announces Proposed Offering of $1.2 Billion Convertible Senior Notes BOSTON—Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) announced today that it intends to offer, subject to market conditions and other factors, $1.2 billion aggregate principal amount of convertible senior notes due 2025 (the “notes”) in a private offering (the “offering”) to qualified

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commi

- S-3ASR

As filed with the Securities and Exchange Commission on August 5, 2020 Registration No, 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36666 Way

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commis

Wayfair Announces Second Quarter 2020 Results Q2 Net Revenue Growth of 84% Year over Year to $4.3 billion 26.0 million Active Customers, up 46% Year over Year

Exhibit 99.1 Wayfair Announces Second Quarter 2020 Results Q2 Net Revenue Growth of 84% Year over Year to $4.3 billion 26.0 million Active Customers, up 46% Year over Year BOSTON, MA — August 5, 2020 — Wayfair Inc. (NYSE: W), one of the world’s largest online destinations for the home, today reported financial results for its second quarter ended June 30, 2020. Second Quarter 2020 Financial Highli

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2020 WAYFAIR INC. (Exact name of registrant as specified in its charter) Delaware 001-36666 36-4791999 (State or other jurisdiction of incorporation or organization) (Commissio

Eleventh Amendment to Copley Lease, dated as of March 11, 2020, by and between Copley Place Associates, LLC and Wayfair LLC.

Exhibit 10.1 ELEVENTH AMENDMENT TO LEASE THIS ELEVENTH AMENDMENT TO LEASE (“Eleventh Amendment”) is made and entered into as of the 11th day of March, 2020 by and between COPLEY PLACE ASSOCIATES, LLC, a Delaware limited liability company (the “Landlord”), and WAYFAIR LLC, a Delaware limited liability company (the “Tenant”). Reference is made to the following: A.That certain lease (“Original Lease”