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Item 1. Financial Statements

2026-04-30 compared with 2025-10-28 · 144 added, 207 removed, 391 unchanged (47% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, December 31,

March 31, 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 September 30, 2025 and December 31, 2024

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 106,255,970 and 100,762,581 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 23,458,295 and 24,658,295 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

10,000,000 shares authorized and none issued at March 31, 2026 and December 31, 2025

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 109,636,669 and 108,365,428 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 21,978,209 and 21,978,295 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Additional paid-in capital 2,114 2,073

Accumulated deficit ( 4,928 ) ( 4,823 )

Accumulated other comprehensive (loss) income ( 32 ) 4

Accumulated other comprehensive loss ( 28 ) ( 32 )

Total stockholders' deficit ( 2,842 ) ( 2,782 )

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions, except per share data)

7 unchanged sentences

Impairment and other related net charges — 23

Restructuring charges 3 — 68 79

Restructuring and other charges, net

Total operating expenses 891 959

Income (Loss) from operations 38 ( 74 ) ( 67 ) ( 344 )

Loss from operations ( 11 ) ( 122 )

Interest expense, net ( 39 ) ( 23 )

Other (expense) income, net ( 11 ) 10

Loss on debt extinguishment, net ( 99 ) — ( 68 ) —

(Loss) gain on debt extinguishment, net ( 43 ) 25

Loss before income taxes ( 104 ) ( 110 )

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

Net loss $ ( 105 ) $ ( 113 )

Other comprehensive loss:

Other comprehensive income (loss):

Foreign currency translation adjustments 4 ( 11 )

11 unchanged sentences

(in millions)

Balance at June 30, 2024

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

Net loss — — — ( 74 ) — ( 74 )

Other comprehensive loss — — — — ( 4 ) ( 4 )

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

Equity-based compensation — — 105 — — 105

Balance at September 30, 2024

124 $ — $ 1,657 $ ( 4,382 ) $ ( 8 ) $ ( 2,733 )

Balance at June 30, 2025

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

Net loss — — — ( 99 ) — ( 99 )

Other comprehensive loss — — — — — —

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

Shares withheld for employee taxes — — ( 45 ) — — ( 45 )

Equity-based compensation — — 95 — — 95

Balance at September 30, 2025

130 $ — $ 1,971 $ ( 4,707 ) $ ( 32 ) $ ( 2,768 )

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Nine Months Ended

Class A and Class B Common Stock

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders'

(in millions)

Balance at December 31, 2024

4 unchanged sentences

Equity-based compensation — — 70 — — 70

Unwind of capped calls — — 3 — — 3

Balance at September 30, 2024

Balance at March 31, 2025

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

2 unchanged sentences

Net loss — — — ( 105 ) — ( 105 )

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

Other comprehensive income — — — — 4 4

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

1 unchanged sentence

Equity-based compensation — — 71 — — 71

Balance at September 30, 2025

Settlement of convertible senior notes 1 — ( 1 ) — — ( 1 )

Balance at March 31, 2026

132 $ — $ 2,114 $ ( 4,928 ) $ ( 28 ) $ ( 2,842 )

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

1 unchanged sentence

Net loss $ ( 105 ) $ ( 113 )

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

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

Depreciation and amortization 67 81

2 unchanged sentences

Impairment and other related net charges — 23

Loss on debt extinguishment, net 68 —

Loss (gain) on debt extinguishment 43 ( 25 )

Other non-cash adjustments ( 9 ) 12

4 unchanged sentences

Accounts payable and other liabilities ( 63 ) ( 143 )

Net cash provided by operating activities 332 155

Cash flows from investing activities

Net cash used in operating activities ( 52 ) ( 96 )

Cash flows for investing activities:

Purchase of short- and long-term investments ( 5 ) ( 18 )

3 unchanged sentences

Net cash used in investing activities ( 46 ) ( 17 )

Cash flows from financing activities

Cash flows (for) from financing activities:

Proceeds from issuance of debt, net of issuance costs — 691

Payments to extinguish debt ( 99 ) ( 551 )

Settlement of long-term debt ( 250 ) —

Payments of taxes related to net share settlement of equity awards ( 29 ) —

Other financing activities, net — 3

Net cash (used in) provided by financing activities ( 378 ) 140

Effect of exchange rate changes on cash and cash equivalents 4 ( 9 )

Net decrease in cash, cash equivalents and restricted cash ( 149 ) ( 26 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 472 ) 18

Cash, cash equivalents and restricted cash

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

4 unchanged sentences

Cash and cash equivalents $ 1,004 $ 1,338

Restricted cash included within prepaid expenses and other current assets — 4

Total cash, cash equivalents and restricted cash $ 1,004 $ 1,338

12 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 and nine months ended September 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.

Wayfair believes that there have been no significant changes during the three months ended March 31, 2026 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, 2025.

Adoption of New Accounting Principles

Wayfair adopted ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments , on January 1, 2026 prospectively.

The amendment clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendment did not have a material impact on the Company’s results of operations, financial condition, or cash flows.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, to update reportable income tax disclosure requirements, primarily through enhanced disclosures on the rate reconciliation table and other disclosures, including total income taxes paid by jurisdiction.

The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied prospectively, with retrospective adoption permitted.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires disclosure of specific expense categories in the notes to the financial statements.

The amendment is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The amendment is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments , which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendment is effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The amendment can be applied either on a prospective or retrospective basis.

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software, and clarifies the threshold entities apply to begin capitalizing costs.

The amendment is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

1 unchanged sentence

Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU amends Topic 270, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

Additionally, the amendment requires entities to disclose events since the end of the last annual reporting period that had a material impact on the entity.

The amendment is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the disclosure requirements of this standard and the impact on its consolidated financial statements.

Supplemental Financial Statement Disclosures

Accounts Receivable, Net

As of September 30, 2025, accounts receivable was $ 129 million, net of allowance for credit losses of $ 25 million.

As of March 31, 2026, accounts receivable was $ 158 million, net of allowance for credit losses of $ 24 million.

As of December 31, 2025, accounts receivable was $ 132 million, net of allowance for credit losses of $ 27 million.

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

Management believes credit risk is mitigated for the three and nine months ended September 30, 2025, as approximately 98.6 % and 98.7 %, respectively, 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 months ended March 31, 2026.

Management believes credit risk is mitigated for the three months ended March 31, 2026, as approximately 97.9 % of the net revenue recognized was collected in advance of recognition.

Contract Liabilities

Contract liabilities included in other current liabilities were $ 236 million at September 30, 2025 and $ 224 million at December 31, 2024.

During the nine months ended September 30, 2025, Wayfair recognized $ 163 million of net revenue that was included within other current liabilities as of December 31, 2024.

During the nine months ended September 30, 2024, Wayfair recognized $ 139 million of net revenue that was included within other current liabilities as of December 31, 2023.

Contract liabilities included in other current liabilities were $ 255 million at March 31, 2026 and $ 277 million at December 31, 2025.

During the three months ended March 31, 2026, Wayfair recognized $ 158 million of net revenue that was included within other current liabilities as of December 31, 2025.

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.

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.

Refer to Note 9, Segment and Geographic Information, for additional information.

Impairment and Other Related Net Charges

During the nine months ended September 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 and nine months ended September 30, 2025, Wayfair incurred $ 3 million and $ 68 million, respectively, of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs.

During the three and nine months ended September 30, 2025, this includes $ 2 million and $ 48 million, respectively, related to the Germany Restructuring and $ 1 million and $ 20 million, respectively, related to the March 2025 workforce reduction, which impacted members of the technology team.

As of September 30, 2025, Wayfair expects the total cost to be incurred under both actions to be $ 73 million, of which $ 68 million has been recorded to date.

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

As of September 30, 2025, $ 19 million and $ 1 million, is accrued within other current liabilities, for employee severance benefits for the Germany Restructuring and the March 2025 workforce reduction, respectively.

Restructuring and Other Charges, Net

During the three months ended March 31, 2026, Wayfair recorded a $ 24 million charge related to a loss on termination of an operating lease for a logistics facility.

This termination resulted in a reduction of our operating lease obligations of $ 138 million.

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 our decision announced on January 10, 2025 to exit the German market (the “Germany Restructuring”) and $ 16 million related to the March 2025 workforce reduction, which impacted members of the technology team.

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.

Wayfair continues to evaluate the full effects on the full year income tax provision and cash tax position, but the legislation is not expected to have a material impact on the financial statements.

The impacts are not material to operating results for the nine months ended September 30, 2025.

Equity-based Compensation

In September 2025, under the 2023 Plan, the Company granted 5,000,000 performance stock units ("PSUs") to the Company’s Chief Executive Officer (the “CEO Award”).

The CEO Award consists of six tranches of PSUs over specified performance periods that each vest based upon the satisfaction of both:

(i) the CEO’s continued employment as CEO through the applicable vesting date, and (ii) the achievement of certain stock price hurdles.

If the stock price hurdle for a particular tranche of PSUs is not met during the applicable performance period for such tranche, or if the CEO’s service is terminated before achieving such stock price hurdle, no portion of that tranche will vest.

The Company recognizes stock-based compensation expense for awards with market conditions over the derived service period of the awards.

The estimated fair value and derived service period for the awards with market conditions are calculated using a Monte Carlo simulation.

Assumptions used in valuing awards with market conditions include expected volatility.

Wayfair has evaluated the full effects on the full year income tax provision and cash tax position, but the legislation is not expected to have a material impact on the financial statements.

The impacts are not material to operating results for the three months ended March 31, 2026.

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

As of September 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 nine months ended September 30, 2025 and 2024, Wayfair did not have any realized gains or losses.

As of March 31, 2026 and December 31, 2025, 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, 2026 and 2025, 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 and nine months ended September 30, 2025, Wayfair recorde d $ 11 million and $ 34 million of interest income, respectively.

During the three and nine months ended September 30, 2024, Wayfair recorded $ 13 million and $ 39 million of interest income, respectively.

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

September 30, 2025

During the three months ended March 31, 2026 and 2025, Wayfair recorde d $ 11 million and $ 10 million of interest income, respectively.

The following table presents details of Wayfair’s investment securities as of March 31, 2026 and December 31, 2025:

March 31, 2026

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 September 30, 2025 and December 31, 2024:

September 30, 2025

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, 2026 and December 31, 2025:

March 31, 2026

Level 1 Level 2 Level 3 Total

4 unchanged sentences

Total cash and cash equivalents (1)

1,004 — — 1,004

Short-term investments:

1 unchanged sentence

Total $ 1,004 $ 58 $ — $ 1,062

(1) Cash and cash equivalents are included in the tables above;

however, they are not measured at fair value on a recurring basis, and their carrying amounts approximate fair value.

December 31, 2025

7 unchanged sentences

Investment securities — 66 — 66

Prepaid expenses and other current assets:

Certificate of deposit (1)

Total $ 1,476 $ 66 $ — $ 1,542

(1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.

Debt and Other Financing

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

4 unchanged sentences

2028 Notes 533 ( 5 ) 528 589 ( 6 ) 583

2028 Notes 589 ( 6 ) 583 690 ( 9 ) 681

2029 Secured Notes 800 ( 10 ) 790 800 ( 11 ) 789

2030 Secured Notes 700 ( 7 ) 693 700 ( 8 ) 692

2032 Secured Notes 700 ( 8 ) 692 700 ( 8 ) 692

Total Debt $ 2,970 $ 3,272

1 unchanged sentence

Long-term debt $ 2,931 $ 3,233

(1) Short-term debt consists of $ 157 million for the 2025 Notes and $ 39 million for the 2026 Notes (as defined below) as of September 30, 2025 and $ 236 million for the 2025 Notes as of December 31, 2024.

(1) Short-term debt consists of $ 39 million for the 2026 Notes (as defined below) as of both March 31, 2026 and December 31, 2025.

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

Wayfair’s indebtedness includes unsecured 0.625 % Convertible Senior Notes due 2025 (the “2025 Notes”), unsecured 1.00 % Convertible Senior Notes due 2026 (the “2026 Notes”), unsecured 3.25 % Convertible Senior Notes due 2027 (the “2027 Notes”), unsecured 3.50 % Convertible Senior Notes due 2028 (the “2028 Notes”, and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Convertible Notes”), 7.250 % Senior Secured Notes due 2029 (the “2029 Secured Notes”) and 7.750 % Senior Secured Notes due 2030 (the “2030 Secured Notes”, together with the 2029 Secured Notes, the “Senior Secured Notes” and together with the Convertible Notes, the “Notes”).

As of March 31, 2026, Wayfair had $ 3.0 billion principal amount of indebtedness outstanding.

Wayfair’s indebtedness includes:

• unsecured 1.00 % Convertible Senior Notes due 2026 (the “2026 Notes”);

• unsecured 3.25 % Convertible Senior Notes due 2027 (the “2027 Notes”);

• unsecured 3.50 % Convertible Senior Notes due 2028 (the “2028 Notes”, and together with the 2026 Notes and 2027 Notes, the “Convertible Notes”);

• 7.250 % Senior Secured Notes due 2029 (the “2029 Secured Notes”);

• 7.750 % Senior Secured Notes due 2030 (the “2030 Secured Notes”);

• 6.750 % Senior Secured Notes due 2032 (the “2032 Secured Notes”and, together with the 2029 Secured Notes and the 2030 Secured Notes, the “Senior Secured Notes”, and the Senior Secured Notes, together with the Convertible Notes, the “Notes”).

Revolving Credit Facility

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 September 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 September 30, 2025, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.

Wayfair had $ 90 million in outstanding letters of credit as of March 31, 2026, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.

As of March 31, 2026, there were no revolving loans outstanding under the Revolver.

Senior Secured Notes

3 unchanged sentences

2030 Secured Notes September 15, 2030 7.750 % 7.9 % March 15 and September 15

2032 Secured Notes November 15, 2032 6.750 % 6.8 % May 15 and November 15

Convertible Notes

1 unchanged sentence

Convertible Notes Maturity Date Annual Coupon Rate Annual Effective Interest Rate Payment Dates for Semi-Annual Interest Payments in Arrears

2025 Notes October 1, 2025 0.625 % 0.9 % April 1 and October 1

2026 Notes August 15, 2026 1.000 % 1.2 % February 15 and August 15

2 unchanged sentences

Conversion and Redemption Terms of the Notes

Wayfair's Convertible Notes will mature at their maturity date unless earlier repurchased, redeemed or converted.

Wayfair's Convertible Notes will mature at their maturity date unless earlier purchased, redeemed or converted.

The Convertible Notes’ initial conversion terms are summarized below:

Convertible Notes Maturity Date Free Convertibility Date Initial Conversion Rate per $1,000 Principal Initial Conversion Price Redemption Date

2025 Notes October 1, 2025 July 1, 2025 2.3972 $ 417.15 October 4, 2022

2026 Notes August 15, 2026 May 15, 2026 6.7349 $ 148.48 August 20, 2023

10 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 2028 Notes were triggered during the calendar quarter ended September 30, 2025, therefore the 2028 Notes are convertible during the calendar quarter ended December 31, 2025.

The conditional conversion features of the 2026 Notes and 2027 Notes were not triggered during the calendar quarter ended September 30, 2025, therefore, the 2026 Notes and 2027 Notes are not convertible during the calendar quarter ended December 31, 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 could have converted 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.

On October 1, 2025, the 2025 Notes matured and Wayfair paid in cash the remaining outstanding principal of $ 157 million to the holders of the 2025 Notes.

The conditional conversion features of the 2028 Notes were triggered during the calendar quarter ended March 31, 2026, therefore the 2028 Notes are convertible during the calendar quarter ended June 30, 2026.

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

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.

3 unchanged sentences

The redemption price will be either 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, or the if-converted value if the holder elects to convert their Convertible Notes upon receiving notice of redemption.

The Company has not called for redemption or redeemed any of the Convertible Notes as of September 30, 2025.

On February 6, 2026, Wayfair issued a notice to holders of the Company’s 2027 Notes calling for redemption of $ 250 million principal amount of the outstanding 2027 Notes on March 23, 2026 (the “Redemption Date”).

Holders of the Notes elected to convert $ 250 million in aggregate principal amount prior to the Redemption Date.

Wayfair settled these conversions with aggregate cash payments totaling $ 250 million, representing principal and cash in lieu of fractional shares, and the issuance of 0.9 million shares of common stock.

Partial Extinguishment of Convertible 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.

On August 20, 2025, Wayfair repurchased $ 101 million in aggregate principal amount of the 2028 Notes.

Between February 25, 2026 and March 4, 2026, Wayfair repurchased $ 56 million in aggregate principal amount of the 2028 Notes.

In accounting for the repurchases, Wayfair recorded a $ 43 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 99 million and the net carrying value of the 2028 Notes of $ 56 million.

Subsequent to March 31, 2026, Wayfair repurchased approximately $ 43 million aggregate principal amount of its 2028 Notes for an aggregate purchase price of approximately $ 74 million.

Conversions of Convertible Notes

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

There were no conversions during the three months ended March 31, 2026 other than the conversion of the 2027 Notes prior to the Redemption Date.

Interest Expense

During the three months ended September 30, 2025, Wayfair recognized contractual interest expense and debt discount amortization of $ 41 million and $ 4 million, respectively, and during the nine months ended September 30, 2025, contractual interest expense and debt discount amortization of $ 114 million and $ 9 million, respectively.

During the three months ended September 30, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $ 17 million and $ 2 million, respectively, and during the nine months ended September 30, 2024, contractual interest expense and debt discount amortization of $ 48 million and $ 7 million, respectively.

During the three months ended March 31, 2026, Wayfair recognized contractual interest expense and debt discount amortization of $ 48 million and $ 1 million, respectively.

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

Fair Value of the Notes

As of September 30, 2025, the estimated fair value of each of the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes and 2030 Secured Notes was $ 156 million, $ 38 million, $ 1,046 million, $ 1,222 million, $ 827 million and $ 736 million, respectively.

As of March 31, 2026, the estimated fair value of each of the 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes, 2030 Secured Notes, and 2032 Secured Notes was $ 38 million, $ 314 million, $ 933 million, $ 819 million, $ 730 million, and $ 706 million, respectively.

The estimated fair values of the Notes were 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 September 30, 2025, the if-converted value of the 2027 Notes and of the 2028 Notes exceeded the principal value by $ 281 million and $ 560 million, respectively.

As of September 30, 2025, the if-converted value of the 2025 Notes and 2026 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”).

As of March 31, 2026, the if-converted value of the 2027 Notes and of the 2028 Notes exceeded the principal value by $ 43 million and $ 342 million, respectively.

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

The 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 Call (the “Initial Cap Price”).

The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Convertible Notes are converted, repurchased or redeemed prior to such date.

Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price (or, with respect to the 2025 Capped Calls, the volume-weighted average price) of Wayfair’s Class A common stock on the date the corresponding Convertible Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements.

Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price of Wayfair’s Class A common stock on the date the corresponding Convertible Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements.

Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.

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Capped Calls Maturity Date Initial Cap Price Cap Price Premium

2025 Capped Calls October 1, 2025 $ 787.08 150 %

2026 Capped Calls August 15, 2026 $ 280.15 150 %

2027 Capped Calls September 15, 2027 $ 97.62 100 %

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The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to Wayfair's stock and meet the requirements to be classified in equity.

The premiums paid for the Capped Calls were

included as a net reduction to additional paid-in capital within stockholders’ deficit when they were entered.

The Capped Calls for the 2025 Notes expired on October 1, 2025.

The premiums paid for the Capped Calls were included as a net reduction to additional paid-in capital within stockholders’ deficit when they were entered.

Commitments and Contingencies

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Litigation and legal claims are inherently unpredictable and claims cannot be predicted with certainty.

An unfavorable resolution of one or more legal matters could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations.

In addition, Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear.

An unfavorable resolution of any such matter could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations.

Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear.

However, as of the date of this report, Wayfair does not believe that the outcome of any current legal matters will have a material adverse effect on Wayfair’s results of operations or financial condition.

Canada Border Services Agency

The Canada Border Services Agency (“CBSA”) is examining Wayfair’s payment of duties under the Special Import Measures Act (the “CBSA Review”) for goods imported into Canada for the years ended December 31, 2023 and 2022 and part of the year ended December 31, 2021.

Periodically, Wayfair receives assessments from the CBSA and Wayfair is required to pay all assessed amounts in order to exercise its appeal rights.

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 nine months ended September 30, 2025, in connection with the CBSA Review, Wayfair incurred approximately $ 14 million to cost of goods sold within the condensed consolidated statements of operations and made payments of approximately $ 11 million and $ 19 million of duties based on assessments received during the three and nine months ended September 30, 2025, respectively, related to the year ended December 31, 2023.

No costs were incurred during the three months ended September 30, 2025.

As of September 30, 2025, there were no costs 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.

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 goods 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.

Stockholders’ Deficit

Since Wayfair's initial public offering through September 30, 2025, 58,580,119 shares of Class B common stock were converted to Class A common stock.

Since Wayfair's initial public offering through March 31, 2026, 60,060,205 shares of Class B common stock were converted to Class A common stock.

Stock Repurchase Programs

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

During the three months ended March 31, 2026 and 2025, Wayfair did not repurchase any shares of Class A Common stock under the authorized repurchase programs.

Equity-Based Compensation

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The Incentive Plans were adopted by the board of directors (the “Board”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent.

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.

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.

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

The value of the withheld shares is 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 September 30, 2025, 7,095,187 shares of Class A common stock remained available for future grant under the 2023 Plan.

Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants.

As of March 31, 2026, 6,665,657 shares of Class A common stock remained available for future grant under the 2023 Plan.

Restricted Stock Units

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

The following table presents activity relating to RSUs for the three months ended March 31, 2026:

Shares Weighted-Average

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RSUs forfeited/canceled ( 10,150 ) $ 62.21

Unvested at September 30, 2025

Unvested at March 31, 2026

730,849 $ 76.68

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

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

The following table summarizes activity for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

As of March 31, 2026, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 10 million with a weighted-average remaining vesting term of 0.1 years.

The following table summarizes activity for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Weighted average grant date fair value of RSUs $ 76.79 $ 31.72

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Intrinsic value of RSUs vested (in millions) $ 72 $ 70

As of September 30, 2025, the aggregate intrinsic value of unvested RSUs was $ 119 million.

As of March 31, 2026, the aggregate intrinsic value of unvested RSUs was $ 55 million.

Performance Stock Units with Market-Based Conditions

In September 2025, under the 2023 Plan, the Company granted 5,000,000 performance stock units ("PSUs") to the Company’s Chief Executive Officer (the “CEO Award”).

In September 2025, under the 2023 Plan, the Company granted 5,000,000 PSUs to the Company’s Chief Executive Officer (the “CEO Award”).

The CEO Award consists of six tranches of PSUs over specified performance periods that each vest based upon the satisfaction of both:

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The expected volatility used to estimate the fair value of the CEO Award was 60 %.

The following table summarizes activity for the nine months ended September 30, 2025:

The following table summarizes activity for the three months ended March 31, 2026:

Shares Weighted-Average

Unvested at December 31, 2025

5,000,000 $ 56.11

PSUs granted — —

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PSUs forfeited/cancelled — —

Unvested at September 30, 2025

Unvested at March 31, 2026

5,000,000 $ 56.11

As of September 30, 2025, there was $ 278.3 million of unrecognized stock-based compensation expense related to PSUs.

As of March 31, 2026, there was $ 241 million of unrecognized equity-based compensation expense related to PSUs.

The Company expects to recognize this amount over a remaining weighted-average period of 3.9 years.

As of September 30, 2025, the aggregate intrinsic value of unvested PSUs was $ 447 million.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

During the three months ended March 31, 2026, the Company incurred $ 19 million of equity-based compensation expense related to the PSUs.

As of March 31, 2026, the aggregate intrinsic value of unvested PSUs was $ 376 million.

Equity-based compensation was classified as follows in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in millions)

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Total equity-based compensation expense $ 67 $ 64

Equity-based compensation costs capitalized as software costs wer e $ 7 million and $ 22 million for the three and nine months ended September 30, 2025, respectively, and $ 10 million and $ 29 million for the three and nine months ended September 30, 2024, respectively.

Equity-based compensation costs capitalized as software costs wer e $ 4 million and $ 6 million for the three months ended March 31, 2026 and 2025, respectively.

Loss per Share

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions, except per share data)

Numerator for basic and diluted loss per share - net loss

Denominator for basic loss per share - weighted-average number of shares of common stock outstanding 130 123 128 122

Denominator for diluted loss per share - weighted-average number of shares of common stock outstanding after the effect of dilutive securities 130 123 128 122

$ ( 105 ) $ ( 113 )

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

Loss per share

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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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

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Shares related to convertible debt instruments 16 28

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.

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These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA.

Adjusted EBITDA is defined as net income or loss before 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.

Adjusted EBITDA is defined as net income or loss before 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 that Wayfair believes are not indicative of core operating performance.

These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance.

T he CODM uses Adjusted EBITDA to assess segment performance while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

T he CODM uses Adjusted EBITDA to assess segment performance by comparing actual results versus forecasted, as well as historical financial information, while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data, of Wayfair’s Annual Report on Form 10-K for the year ended December 31, 2025.

Wayfair allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative expenses based on the usage and relative contribution provided to the segments.

It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related net charges and restructuring charges, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit for income taxes, net.

It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related net charges and restructuring and other charges, net, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit for income taxes, net.

There are no net revenue transactions between Wayfair's reportable segments.

segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S.

segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S, together with product sales from Wayfair’s U.S.

physical retail stores.

International

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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 September 30,

(in millions)

International Total U.S.

International Total

Net revenue $ 2,728 $ 389 $ 3,117 $ 2,512 $ 372 $ 2,884

Cost of goods sold (1)

1,883 285 2,168 1,723 274 1,997

Advertising 289 41 330 308 46 354

Other segment items (2)

347 64 411 340 74 414

Adjusted EBITDA $ 209 $ ( 1 ) $ 208 $ 141 $ ( 22 ) $ 119

reconciling items (3)

Net loss $ ( 99 ) $ ( 74 )

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

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Other segment items include customer service and merchant fees and selling, operations, technology, general and administrative, and exclude any costs that are excluded from Wayfair's evaluation of segment performance.

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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

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Impairment and other related net charges (a)

Restructuring charges (b)

Loss on debt extinguishment, net (c)

Restructuring and other charges, net (b)

Loss (gain) on debt extinguishment, net (c)

Total reconciling items $ 256 $ 219

During the nine months ended September 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, 2026, Wayfair recorded no impairment or other related charges.

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

During the three months ended March 31, 2026, Wayfair incurred $ 24 million of charges related to a loss on termination of an operating lease for a logistics facility.

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.

During the nine months ended September 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 nine months ended September 30, 2025, Wayfair recorded a $ 99 million and $ 68 million loss on debt extinguishment upon repurchase of $ 101 million in aggregate principal amount of the 2028 Notes, $ 80 million in aggregate principal amount of the 2025 Notes and $ 696 million in aggregate principal amount of the 2026 Notes.

During the three months ended March 31, 2026, Wayfair recorded a $ 43 million loss on debt extinguishment upon repurchase of $ 56 million in aggregate principal amount of the 2028 notes.

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.

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

September 30,

2026 December 31,

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The following table presents total assets attributable to Wayfair's reportable segments reconciled to consolidated amounts:

September 30,

2026 December 31,

9 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