What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-04 compared with 2025-05-01 · 158 added, 110 removed, 404 unchanged (40% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,

June 30, December 31,

(in millions, except share and per share data)

22 unchanged sentences

Convertible preferred stock, $ 0.001 par value per share:

10,000,000 shares authorized and none issued at March 31, 2025 and December 31, 2024

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 102,290,399 and 100,762,581 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 24,658,295 shares issued and outstanding at March 31, 2025 and December 31, 2024

10,000,000 shares authorized and none issued at June 30, 2025 and December 31, 2024

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 103,728,787 and 100,762,581 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 24,658,295 shares issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in millions, except per share data)

9 unchanged sentences

Total operating expenses 967 976 1,926 2,030

Loss from operations ( 122 ) ( 235 )

Income (Loss) from operations 17 ( 35 ) ( 105 ) ( 270 )

Interest expense, net ( 29 ) ( 4 ) ( 52 ) ( 10 )

1 unchanged sentence

Gain on debt extinguishment 6 — 31 —

Loss before income taxes ( 110 ) ( 245 )

Income (Loss) before income taxes 17 ( 40 ) ( 93 ) ( 285 )

Provision for income taxes 2 2 5 5

Net loss $ ( 113 ) $ ( 248 )

Loss per share:

Net income (loss) $ 15 $ ( 42 ) $ ( 98 ) $ ( 290 )

Earnings (Loss) per share:

Basic $ 0.11 $ ( 0.34 ) $ ( 0.77 ) $ ( 2.39 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

Net loss $ ( 113 ) $ ( 248 )

Net income (loss) $ 15 $ ( 42 ) $ ( 98 ) $ ( 290 )

Other comprehensive loss:

12 unchanged sentences

(in millions)

Balance at December 31, 2023

Balance at March 31, 2024

120 $ — $ 1,446 $ ( 4,266 ) $ ( 5 ) $ ( 2,825 )

Net loss — — — ( 42 ) — ( 42 )

Other comprehensive income — — — — 1 1

Issuance of common stock upon vesting of RSUs 2 — — — — —

Equity-based compensation — — 103 — — 103

Unwind of capped calls — — 3 — — 3

Balance at June 30, 2024

122 $ — $ 1,552 $ ( 4,308 ) $ ( 4 ) $ ( 2,760 )

Balance at March 31, 2025

127 $ — $ 1,821 $ ( 4,623 ) $ ( 7 ) $ ( 2,809 )

Net income — — — 15 — 15

Other comprehensive loss — — — — ( 25 ) ( 25 )

Issuance of common stock upon vesting of RSUs 1 — — — — —

Shares withheld for employee taxes — — ( 9 ) — — ( 9 )

Equity-based compensation — — 109 — — 109

Balance at June 30, 2025

128 $ — $ 1,921 $ ( 4,608 ) $ ( 32 ) $ ( 2,719 )

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Six Months Ended

Class A and Class B Common Stock

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders'

(in millions)

Balance at December 31, 2023

1 unchanged sentence

Net loss — — — ( 290 ) — ( 290 )

Other comprehensive income — — — — 1 1

Issuance of common stock upon vesting of RSUs 4 — — — — —

Equity-based compensation — — 233 — — 233

Unwind of capped calls — — 3 — — 3

Balance at June 30, 2024

122 $ — $ 1,552 $ ( 4,308 ) $ ( 4 ) $ ( 2,760 )

Balance at December 31, 2024

125 $ — $ 1,751 $ ( 4,510 ) $ 4 $ ( 2,755 )

Net loss — — — ( 98 ) — ( 98 )

Other comprehensive loss — — — — ( 36 ) ( 36 )

Issuance of common stock upon vesting of RSUs 3 — — — — —

Shares withheld for employee taxes — — ( 9 ) — — ( 9 )

Equity-based compensation — — 179 — — 179

Balance at March 31, 2025

Balance at June 30, 2025

128 $ — $ 1,921 $ ( 4,608 ) $ ( 32 ) $ ( 2,719 )

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Net loss $ ( 98 ) $ ( 290 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 159 203

9 unchanged sentences

Accounts payable and other liabilities ( 136 ) 11

Net cash used in operating activities ( 96 ) ( 139 )

Net cash provided by operating activities 177 106

Cash flows for investing activities:

7 unchanged sentences

Payments to extinguish debt ( 742 ) —

Net cash provided by financing activities 140 —

Payments of taxes related to net share settlement of equity awards

Other financing activities, net — 3

Net cash (used in) provided by financing activities ( 60 ) 3

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 28 ) —

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

19 unchanged sentences

The Company has identified significant accounting policies that are critical to understanding its business and results of operations.

Wayfair believes that there have been no significant changes during the three months ended March 31, 2025 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Wayfair believes that there have been no significant changes during the three and six months ended June 30, 2025 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

16 unchanged sentences

Accounts Receivable, Net

As of March 31, 2025, accounts receivable was $ 140 million, net of allowance for credit losses of $ 21 million.

As of June 30, 2025, accounts receivable was $ 110 million, net of allowance for credit losses of $ 21 million.

As of December 31, 2024, accounts receivable was $ 155 million, net of allowance for credit losses of $ 18 million.

The changes in the allowance for credit losses were not material for the three months ended March 31, 2025.

Management believes credit risk is mitigated for the three months ended March 31, 2025, as approximately 98.6 % of the net revenue recognized was collected in advance of recognition.

The changes in the allowance for credit losses were not material for the three and six months ended June 30, 2025.

Management believes credit risk is mitigated for the three and six months ended June 30, 2025, as approximately 98.9 % and 98.8 %, respectively, of the net revenue recognized was collected in advance of recognition.

Contract Liabilities

Contract liabilities included in other current liabilities were $ 232 million at March 31, 2025 and $ 224 million at December 31, 2024, respectively.

During the three months ended March 31, 2025, Wayfair recognized $ 148 million of net revenue that was included within other current liabilities, as of December 31, 2024.

Contract liabilities included in other current liabilities were $ 229 million at June 30, 2025 and $ 224 million at December 31, 2024.

During the six months ended June 30, 2025, Wayfair recognized $ 158 million of net revenue that was included within other current liabilities as of December 31, 2024.

During the six months ended June 30, 2024, Wayfair recognized $ 134 million of net revenue that was included within other current liabilities as of December 31, 2023.

Net revenue from contracts with customers is disaggregated by geographic region because this manner of disaggregation best depicts how the nature, amount, timing and uncertainty of net revenue and cash flows are affected by economic factors.

1 unchanged sentence

Impairment and Other Related Net Charges

During the three months ended March 31, 2025, Wayfair recorded net charges of $ 23 million, inclusive of $ 20 million associated with its decision to exit the German market (the “Germany Restructuring”) and weakened macroeconomic conditions in connection with its German operations and $ 3 million associated with changes in sublease market conditions for a technology center in the U.S.

During the six months ended June 30, 2025, Wayfair recorded net charges of $ 23 million, inclusive of $ 20 million associated with its decision to exit the German market (the “Germany Restructuring”) and weakened macroeconomic conditions in connection with its German operations and $ 3 million associated with changes in sublease market conditions for a technology center in the U.S.

The $ 20 million of charges associated with the Germany Restructuring is inclusive of $ 9 million related to operating lease right-of-use (“ROU”) assets, $ 19 million related to property, plant and equipment, partially offset by a recovery of $ 8 million related to the termination of its office lease in Germany.

Restructuring Charges

During the three months ended March 31, 2025, Wayfair incurred $ 56 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs.

This is inclusive of $ 40 million related to the Germany Restructuring and $ 16 million related to the March 2025 workforce reduction, which impacted members of the technology team.

As of March 31, 2025, Wayfair expects the total cost to be incurred under both actions to be $ 79 million, of which $ 56 million has been recorded to date.

During the three and six months ended June 30, 2025, Wayfair incurred $ 9 million and $ 65 million, respectively, of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs.

During the three and six months ended June 30, 2025, this includes $ 6 million and $ 46 million, respectively, related to the Germany Restructuring and $ 3 million and $ 19 million, respectively, related to the March 2025 workforce reduction, which impacted members of the technology team.

As of June 30, 2025, Wayfair expects the total cost to be incurred under both actions to be $ 79 million, of which $ 65 million has been recorded to date.

Wayfair expects to incur the remainder of the charges through the year ended December 31, 2025.

As of March 31, 2025, $ 29 million and $ 6 million, is accrued within other current liabilities, for employee severance benefits for the Germany Restructuring and the March 2025 workforce reduction, respectively.

As of June 30, 2025, $ 24 million and $ 3 million, is accrued within other current liabilities, for employee severance benefits for the Germany Restructuring and the March 2025 workforce reduction, respectively.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we expect that the legislation will likely not have a material impact on our financial statements.

As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements

As of March 31, 2025 and December 31, 2024, Wayfair’s marketable securities, which primarily consisted of corporate bonds and other government obligations that are priced at fair value, were classified as available-for-sale investments.

During the three months ended March 31, 2025 and 2024, Wayfair did not have any realized gains or losses.

As of June 30, 2025 and December 31, 2024, Wayfair’s marketable securities, which primarily consisted of corporate bonds and other government obligations that are priced at fair value, were classified as available-for-sale investments.

During the three and six months ended June 30, 2025 and 2024, Wayfair did not have any realized gains or losses.

Interest income includes interest earned from cash and cash equivalents and marketable securities.

During the three months ended March 31, 2025 and 2024, Wayfair recorde d $ 10 million and $ 12 million of interest income, respectively.

During the three months ended March 31, 2025 and 2024, Wayfair did not recognize any credit losses related to its available-for-sale debt securities.

As of March 31, 2025 and December 31, 2024, Wayfair did not have an allowance for credit losses recorded related to its available-for-sale debt securities.

The following table presents details of Wayfair’s investment securities as of March 31, 2025 and December 31, 2024:

March 31, 2025

During the three and six months ended June 30, 2025, Wayfair recorde d $ 13 million and $ 23 million of interest income, respectively.

During the three and six months ended June 30, 2024, Wayfair recorded $ 14 million and $ 26 million of interest income, respectively.

The following table presents details of Wayfair’s investment securities as of June 30, 2025 and December 31, 2024:

June 30, 2025

Losses Estimated

18 unchanged sentences

Wayfair does not have assets that are classified as Level 3.

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:

March 31, 2025

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:

June 30, 2025

Level 1 Level 2 Level 3 Total

22 unchanged sentences

The following table presents the outstanding principal amount and carrying value of debt and other financing:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount

10 unchanged sentences

Long-term debt $ 2,884 $ 2,882

(1) Short-term debt consists of $ 236 million for the 2025 Notes (as defined below) as of March 31, 2025 and December 31, 2024.

(1) Short-term debt consists of $ 157 million for the 2025 Notes (as defined below) as of June 30, 2025 and $ 236 million for the 2025 Notes as of December 31, 2024.

Short-term debt is presented within other current liabilities in the condensed consolidated balance sheets.

1 unchanged sentence

Revolving Credit Facility

On March 13, 2025, Wayfair and certain of its subsidiaries (together, the “Guarantors”) and Wayfair LLC, a subsidiary of Wayfair, as borrower (the “Borrower”), entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) among Wayfair, the Borrower, the lenders and letter of credit issuers parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent and a letter of credit issuer.

The Amended and Restated Credit Agreement amends and restates and replaces that certain credit agreement, dated as of March 24, 2021 (as amended, amended and restated, supplemented and/or otherwise modified from time to time prior to entry into the Amended and Restated Credit Agreement), by and among the Borrower, Wayfair, each other credit party from time to time party thereto, each lender from time to time party thereto, Citibank N.A.

as the administrative agent for the lenders and letter of credit issuer, and each other letter of credit issuer from time to time party thereto.

The Amended and Restated Credit Agreement provides for a $ 500 million senior secured revolving credit facility (the “Revolver”) with a maturity of March 13, 2030, subject to a springing earlier maturity in certain circumstances.

Debt issuance costs for the Revolver are included in other non-current assets and are amortized to interest expense over the Revolver’s term.

As of March 31, 2025, there were no revolving loans outstanding under the Revolver.

Under the Amended and Restated Credit Agreement, the Borrower may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver.

Wayfair had $ 71 million outstanding letters of credit as of March 31, 2025, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.

Any amounts outstanding under the Revolver are due at maturity.

The proceeds of the Revolver may be used to finance working capital, to refinance existing indebtedness and to provide funds for permitted acquisitions, repurchases of equity interests and other general corporate purposes.

The Borrower’s obligations under the Revolver are guaranteed by the Guarantors.

The obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including, with certain exceptions, all of the capital stock of Wayfair’s domestic subsidiaries and 65 % of the voting capital stock and 100 % of the non-voting capital stock of Wayfair’s first-tier foreign subsidiaries.

The Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) with respect to loans denominated in U.S.

dollars, either (x) the Adjusted Term SOFR (as defined in the Amended and Restated Credit Agreement) rate or (y) the base rate (which is the highest of (x) the prime rate, (y) one-half of 1.00 % in excess of the federal funds effective rate and (z) 1.00 % in excess of the one-month Adjusted Term SOFR rate), (ii) with respect to loans denominated in an alternative currency (other than Pounds Sterling), the Adjusted Eurocurrency Rate (as defined in the Amended and Restated Credit Agreement) or (iii) with respect to loans denominated in Pounds Sterling, the RFR (as defined in the Amended and Restated Credit Agreement) rate, plus, in each case, an applicable margin.

As of March 31, 2025, the applicable margin for Adjusted Term SOFR and Adjusted Eurocurrency Rate loans is 1.25 % per annum, the applicable margin for base rate loans is 0.25 % per annum and the applicable margin for RFR loans is 1.2826 % per annum.

The applicable margin is subject to specified changes depending on Wayfair’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured revolving credit facilities, including covenants that, among other things, limit or restrict our ability, subject to negotiated exceptions, to incur additional indebtedness and additional liens on our assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, or change the nature of our businesses.

The Revolver also contains customary events of default, subject to thresholds and grace periods, including, among others, payment default, covenant default, cross default to other material indebtedness and judgment default.

In addition, the Amended and Restated Credit Agreement requires Wayfair to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the Amended and Restated Credit Agreement) of 4.00 to 1.00, subject to a 0.50 step up following certain permitted acquisitions.

Wayfair does not expect any of these restrictions to affect or limit the ability to conduct business in the ordinary course.

As of March 31, 2025, Wayfair was in compliance with all covenants.

Wayfair has a five-year senior secured revolving credit facility (the “Revolver”), which matures on March 13, 2030, and provides for revolving loans in an aggregate amount of $ 500 million.

As of June 30, 2025, there were no revolving loans outstanding under the Revolver.

Under the Revolver, Wayfair may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver.

Wayfair had $ 74 million outstanding letters of credit as of June 30, 2025, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.

Senior Secured Notes

On March 13, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $ 700.0 million aggregate principal amount of 2030 Secured Notes.

The 2030 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including Wayfair) and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

The indenture

provides, among other things, that the 2030 Secured Notes will be senior secured obligations of the Issuer.

Interest on the 2030 Secured Notes is payable semi-annually, in arrears, on March 15 and September 15 of each year, commencing on September 15, 2025, at a rate of 7.750 % per annum.

The annual effective interest rate of the 2030 Secured Notes is 7.90 %.

Transaction costs to issue the 2030 Secured Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding 2030 Secured Notes.

The 2030 Secured Notes will mature on September 15, 2030, unless earlier redeemed, in accordance with their terms or repurchased.

The following table summarizes certain terms related to the Company’s current outstanding Senior Secured Notes:

21 unchanged sentences

• during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Wayfair’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

• during the five -business day period after any ten consecutive trading day period (the “measurement period") in which the trading price (as defined in the applicable indenture) per $ 1,000 principal amount of the notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of Wayfair’s Class A common stock and the conversion rate on each such trading day;

measurement period was less than 98 % of the product of the last reported sale price of Wayfair’s Class A common stock and the conversion rate on each such trading day;

• if Wayfair calls the notes for redemption, at any time prior to 5:00 p.m.

2 unchanged sentences

On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Convertible Notes may convert their Convertible Notes at any time.

The conditional conversion features of the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended March 31, 2025, therefore, the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended June 30, 2025 pursuant to the applicable last reported sales price conditions.

The conditional conversion features of the 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended June 30, 2025, therefore, the 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended September 30, 2025 pursuant to the applicable last reported sales price conditions.

On July 1, 2025, the 2025 Notes became freely convertible and the holders of the 2025 Notes may convert all or a portion of their 2025 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon the occurrence of a fundamental change (as defined in the applicable indenture), holders of the applicable series of the Convertible Notes may require Wayfair to repurchase all or a portion of such Notes for cash at a price equal to 100 % of the principal amount of such Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date.

4 unchanged sentences

Partial Extinguishment of Convertible Notes

On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $ 578 million aggregate principal amount of the 2026 Notes.

On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $ 578 million in aggregate principal amount of the 2026 Notes.

In accounting for the repurchases, Wayfair recorded a $ 25 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 551 million and the net carrying value of the 2026 Notes of $ 576 million.

On May 9, 2025, Wayfair used the remaining proceeds from the 2030 Secured Notes offering, together with cash on hand, to repurchase $ 80 million in aggregate principal amount of the 2025 Notes and $ 118 million in aggregate principal amount of the 2026 Notes.

In accounting for these repurchases, Wayfair recorded a $ 6 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 191 million and the combined net carrying value of the 2025 Notes and the 2026 Notes of $ 197 million.

Conversions of Convertible Notes

During the three months ended March 31, 2025, there were no conversions of the Convertible Notes.

During the three and six months ended June 30, 2025, there were no conversions of the Convertible Notes.

Interest Expense

During the three months ended March 31, 2025, Wayfair recognized contractual interest expense and debt discount amortization of $ 32 million and $ 3 million, respectively.

During the three months ended March 31, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $ 15 million and $ 3 million, respectively.

During the three months ended June 30, 2025, Wayfair recognized contractual interest expense and debt discount amortization of $ 41 million and $ 2 million, respectively, and during the six months ended June 30, 2025, contractual interest expense and debt discount amortization of $ 73 million and $ 5 million, respectively.

During the three months ended June 30, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $ 16 million and $ 2 million, respectively, and during the six months ended June 30, 2024, contractual interest expense and debt discount amortization of $ 31 million and $ 5 million, respectively.

Fair Value of the Notes

As of March 31, 2025, the estimated fair value of the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes and 2030 Secured Notes was $ 231 million, $ 147 million, $ 678 million, $ 737 million, $ 768 million and $ 677 million, respectively.

As of June 30, 2025, the estimated fair value of the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes and 2030 Secured Notes was $ 155 million, $ 37 million, $ 788 million, $ 931 million, $ 802 million and $ 707 million, respectively.

The estimated fair values of the Notes was determined through consideration of quoted market prices.

The fair values of the Notes are classified as Level 2 as defined in Note 3, Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements .

As of March 31, 2025, the if-converted value of the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes did not exceed the principal value.

As of June 30, 2025, the if-converted value of the 2028 Notes exceeded the principal value by $ 80 million.

As of June 30, 2025, the if-converted value of the 2025 Notes, 2026 Notes, and 2027 Notes did not exceed the principal value.

The 2025 Capped Calls, 2026 Capped Calls, 2027 Capped Calls and 2028 Capped Calls (collectively, the “Capped Calls”) are expected generally to reduce the potential dilution and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes if the market price per share of Wayfair’s Class A common stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Convertible Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the “Initial Cap Price”).

17 unchanged sentences

Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability.

As a result, it is at least reasonably possible that any such estimate could change and the effect of the potential change could be material.

The Company does not record a gain contingency until the period in which the contingency is resolved and the gain is realizable or realized.

7 unchanged sentences

Wayfair believes there are substantial factual and legal grounds to appeal and partially recuperate these amounts and is exploring other options to mitigate exposure.

During the three months ended March 31, 2025, Wayfair incurred approximately $ 5 million to cost of goods sold within the condensed consolidated statements of operations and made payments of approximately $ 5 million of duties based on assessments received during the current period, related to the years ended December 31, 2023 and 2022 and part of the year ended December 31, 2021.

As of March 31, 2025, approximately $ 4 million was recorded within other current liabilities in the condensed consolidated balance sheets.

During the three and six months ended June 30, 2025, in connection with the CBSA Review, Wayfair incurred approximately $ 9 million and $ 14 million, respectively, to cost of goods sold within the condensed consolidated statements of operations and made payments of approximately $ 3 million and $ 8 million of duties based on assessments received during the three and six months ended June 30, 2025, respectively, related to the year ended December 31, 2023.

As of June 30, 2025, approximately $ 11 million was recorded within other current liabilities in the condensed consolidated balance sheets.

The CBSA is also examining Wayfair’s valuation of duties under the Customs Act for goods imported into Canada for the years ended December 31, 2025, 2024, 2023, 2022, 2021 and 2020.

The examination for part of the year ended December 31, 2024 and the years ended December 31, 2023 and 2022 resulted in a benefit of $ 38 million recorded during the three months ended March 31, 2025 to cost of goods sold within the condensed consolidated statement of operations.

During the three months ended June 30, 2025, Wayfair recorded a benefit of $ 7 million to cost of goods sold within the condensed consolidated statements of operations related to the examinations for the three months ended December 31, 2024 and March 31, 2025.

The examinations for part of the year ended December 31, 2024 and the years ended December 31, 2023 and 2022 resulted in a benefit of $ 38 million recorded during the three months ended March 31, 2025 to cost of good sold within the condensed consolidated statement of operations.

This was related to an overpayment of duties during those years, and the refunds from this audit will primarily be used to offset future normal course custom duties payments and payments due under the CBSA Review.

Because loss contingencies are inherently unpredictable, this assessment is subjective and requires judgments about future events.

As a result, it is at least reasonably possible that this estimate may change in the near term and the effect of the potential change could be material.

Stockholders’ Deficit

Since Wayfair's initial public offering through March 31, 2025, 57,380,119 shares of Class B common stock were converted to Class A common stock.

Since Wayfair's initial public offering through June 30, 2025, 57,380,119 shares of Class B common stock were converted to Class A common stock.

Stock Repurchase Programs

During the three months ended March 31, 2025 and 2024, Wayfair did not repurchase any shares of Class A Common stock under the authorized repurchase programs.

During the three and six months ended June 30, 2025 and 2024, Wayfair did not repurchase any shares of Class A Common stock under the authorized repurchase programs.

Equity-Based Compensation

2 unchanged sentences

The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and stock payments.

As of March 31, 2025, 8,856,478 shares of Class A common stock remained available for future grant under the 2023 Plan.

The following table presents activity relating to RSUs for the three months ended March 31, 2025:

Beginning in April 2025, Wayfair primarily withholds shares of Class A common stock upon vesting of restricted stock units to cover necessary tax withholding obligations as permitted by the 2023 Plan.

The value of the withheld shares was classified as a reduction to common stock and additional paid-in capital.

Shares subject to awards that are forfeited, expire or are otherwise terminated without shares being issued, or shares withheld to satisfy tax withholding obligations, will be returned to the pool of shares available for grant and issuance under the 2023 Plan.

As of June 30, 2025, 7,176,749 shares of Class A common stock remained available for future grant under the 2023 Plan.

The following table presents activity relating to RSUs for the six months ended June 30, 2025:

Shares Weighted-Average

Unvested at December 31, 2024

2,455,486 $ 72.11

RSUs granted 3,597,641 $ 41.65

RSUs vested (1)

( 3,255,534 ) $ 50.54

RSUs forfeited/canceled ( 216,820 ) $ 76.21

Unvested at March 31, 2025

Unvested at June 30, 2025

2,580,773 $ 56.51

As of March 31, 2025, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 57 million with a weighted-average remaining vesting term of 0.2 years.

The following table summarizes activity for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(1) The amount of RSUs vested includes shares withheld by Wayfair to cover taxes.

As of June 30, 2025, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 42 million with a weighted-average remaining vesting term of 0.1 years.

The following table summarizes activity for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

Weighted average grant date fair value of RSUs $ 41.65 $ 59.23

1 unchanged sentence

Intrinsic value of RSUs vested (in millions) $ 125 $ 232

As of March 31, 2025, the aggregate intrinsic value of unvested RSUs was $ 75 million.

Equity-based compensation was classified as follows in the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

As of June 30, 2025, the aggregate intrinsic value of unvested RSUs was $ 132 million.

Equity-based compensation was classified as follows in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

3 unchanged sentences

Total equity-based compensation expense $ 100 $ 95 $ 164 $ 214

Equity-based compensation costs capitalized as software costs wer e $ 6 million and $ 11 million for the three months ended March 31, 2025 and 2024, respectively.

Loss per Share

Equity-based compensation costs capitalized as software costs wer e $ 9 million and $ 15 million for the three and six months ended June 30, 2025, respectively, and $ 8 million and $ 19 million for the three and six months ended June 30, 2024, respectively.

Earnings (Loss) per Share

Wayfair follows the two-class method when computing earnings or loss per share for its two issued classes of common stock - Class A and Class B.

7 unchanged sentences

As a result, basic and diluted earnings or loss per share per Class A and Class B shares are equivalent.

The following table presents the calculation of basic and diluted loss per share:

Three Months Ended March 31,

The following table presents the calculation of basic and diluted earnings (loss) per share:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in millions, except per share data)

Numerator for basic and diluted loss per share - net loss

Numerator for basic and diluted earnings (loss) per share - net income (loss)

$ 15 $ ( 42 ) $ ( 98 ) $ ( 290 )

Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding

Loss per share

Denominator for basic earnings (loss) per share - weighted-average number of shares of common stock outstanding

128 122 127 121

Effect of dilutive securities:

Restricted stock units 1 — — —

Denominator for diluted earnings (loss) per share - weighted-average number of shares of common stock outstanding after the effect of dilutive securities

129 122 127 121

Earnings (Loss) per share

Basic $ 0.11 $ ( 0.34 ) $ ( 0.77 ) $ ( 2.39 )

Diluted $ 0.11 $ ( 0.34 ) $ ( 0.77 ) $ ( 2.39 )

The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted loss per share were as follows:

Three Months Ended March 31,

The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted earnings (loss) per share were as follows:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

1 unchanged sentence

Shares related to convertible debt instruments 27 36 27 36

Total 30 39 30 39

Wayfair may settle conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election.

22 unchanged sentences

The following tables present net revenue, significant segment expenses and Adjusted EBITDA attributable to Wayfair’s reportable segments for the periods presented:

Three Months Ended March 31,

Three Months Ended June 30,

(in millions)

9 unchanged sentences

reconciling items (3)

Net income (loss) $ 15 $ ( 42 )

Six Months Ended June 30,

(in millions)

International Total U.S.

International Total

Net revenue $ 5,303 $ 700 $ 6,003 $ 5,121 $ 725 $ 5,846

Cost of goods sold (1)

3,657 498 4,155 3,501 554 4,055

Advertising 632 84 716 606 83 689

Other segment items (2)

695 126 821 694 170 864

Adjusted EBITDA $ 319 $ ( 8 ) $ 311 $ 320 $ ( 82 ) $ 238

reconciling items (3)

Net loss $ ( 98 ) $ ( 290 )

3 unchanged sentences

Excluded from Wayfair's evaluation of segment performance and from other segment items are depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, net, non-recurring items and other items not indicative of ongoing operating performance.

(3) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss:

Three Months Ended March 31,

(3) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net income (loss):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

7 unchanged sentences

Gain on debt extinguishment (c)

( 6 ) — ( 31 ) —

Total reconciling items $ 190 $ 205 $ 409 $ 528

During the three months ended March 31, 2025, Wayfair recorded net charges of $ 23 million, inclusive of $ 20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with its German operations and $ 3 million associated with changes in sublease market conditions for a technology center in the U.S.

During the six months ended June 30, 2025, Wayfair recorded net charges of $ 23 million, inclusive of $ 20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with its German operations and $ 3 million associated with changes in sublease market conditions for a technology center in the U.S.

Refer to Note 2, Supplemental Financial Statement Disclosures , for additional information.

During the three months ended March 31, 2025, Wayfair incurred $ 56 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs.

This is inclusive of $ 46 million related to the Germany Restructuring and $ 19 million related to the March 2025 workforce reduction.

During the three months ended March 31, 2024, Wayfair incurred $ 79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction.

During the three months ended March 31, 2025, Wayfair recorded a $ 25 million gain on debt extinguishment upon repurchase of $ 578 million in aggregate principal amount of the 2026 Notes.

During the six months ended June 30, 2024, Wayfair incurred $ 79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction.

Refer to Note 2, Supplemental Financial Statement Disclosures , for additional information.

During the three and six months ended June 30, 2025, Wayfair recorded a $ 6 million and $ 31 million gain on debt extinguishment upon repurchase of $ 80 million in aggregate principal amount of the 2025 Notes and $ 696 million in aggregate principal amount of the 2026 Notes.

The following table presents long-lived assets attributable to Wayfair's reportable segments reconciled to the consolidated amounts:

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements