What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-28 · 227 added, 261 removed, 246 unchanged (66% of the section changed)

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All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward looking statements, including statements regarding our investment plans and anticipated returns on those investments;

our future customer growth;

our plans for growth, including customer growth;

our future results of operations and financial position ;

including the exit of our German business;

available liquidity and access to financing sources;

our business strategy, plans and objectives of management for future operations, including our international growth and omni-channel strategy;

anticipated cost-cutting and liability and dilution management exercises and the expected results of such exercises;

our business strategy;

plans and objectives of management for future operations, including regarding our physical retail stores and omni-channel strategy;

investment in our logistics network;

consumer activity and behaviors;

developments in our technology and systems and anticipated results of those developments;

and the impact of macroeconomic events, including tariffs, interest rates, inflation and changes in tariffs and global trade relations, and our response to such events.

developments in our technology and systems, including our use of artificial intelligence and machine learning technologies and the anticipated results of those developments;

and the impact of macroeconomic events, including interest rates, tariffs and inflation, and our response to such events.

In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these terms or other similar expressions.

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We cannot guarantee that any forward-looking statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions.

Investors should realize that if underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from Wayfair’s forward-looking statements, including our expectations and projections.

Investors should realize that if underlying assumptions prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from Wayfair’s forward-looking statements, including our expectations and projections.

Investors are therefore cautioned not to place undue reliance on any forward-looking statements.

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disruptions in the global supply chain and other conditions affecting the retail environment for products we sell;

geopolitical disturbances and conflicts, or threats of such actions and related uncertainty, which could exacerbate other risks such as shipment disruptions or fuel shortages;

and other matters that influence consumer spending and preferences, as well as our ability to plan for and respond to the impact of these conditions;

• our ability to manage the impacts of our restructurings and workforce reductions, including the exit of our German business;

• risks relating to our liability and dilution management exercises;

• our ability to manage the impacts of our restructurings and workforce reductions;

• our ability to acquire and retain customers in a cost-effective manner;

• our ability to increase our net revenue per active customer;

• our ability to build and maintain strong brands;

• our ability to curate, market, grow and maintain strong brands;

• our ability to manage our growth initiatives;

• our ability to expand our business and compete successfully;

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We qualify all of our forward-looking statements by these cautionary statements.

All dollar and percentage comparisons made herein refer to the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, unless otherwise noted.

Wayfair is the destination for all things home.

Through our e-commerce business model, we offer visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over 30 million products from over 20 thousand suppliers.

Through our omni-channel strategy, we offer visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over 40 million products from approximately 20 thousand suppliers.

We believe an increasing portion of the dollars spent on home goods will be spent online and that there is an opportunity to acquire more market share.

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We aim to turn these customers into recurring shoppers by creating a seamless shopping experience across their entire journey — offering best-in-class product discovery, purchasing, fulfillment and customer service.

During the three months ended September 30, 2025, net revenue increased by 8.1% compared to the same period in 2024.

As of September 30, 2025, we had 21 million active customers and during the three months ended September 30, 2025, 80.1% of orders came from repeat buyers.

We complement our e-commerce experience with a growing physical retail presence, designed to strengthen our brands, deepen customer engagement, and enhance the end-to-end shopping experience

During the three months ended March 31, 2026, net revenue increased by 7.4% compared to the same period in 2025.

As of March 31, 2026, we had 21 million active customers and during the three months ended March 31, 2026, 79.8% of orders came from repeat buyers.

The increased sales represents our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers.

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Global Considerations

As disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, our business is subject to risks related to trade policy, including new or increased tariffs by the United States (“U.S.”) and/or other foreign governments.

Starting in the first quarter of 2025, the U.S.

government announced additional tariffs on goods imported into the U.S.

from numerous countries, including the home goods category, and starting in the fourth quarter of 2025, the U.S.

government began imposing additional tariffs applicable to certain home goods, which as of the date of this report are scheduled to increase in January 2026.

Starting in early 2025, the U.S.

government announced changes to U.S.

trade policy affecting imported goods.

Multiple nations have announced tariffs and other actions in response.

While some trade deals have been reached and trade negotiations are ongoing, overall the global trade environment remains fluid and highly uncertain.

Despite this uncertainty, we believe the structural characteristics of our retail platform position us to capture incremental market share within a category that is largely unbranded and highly substitutable.

Despite this uncertainty, we believe the structural characteristics of our retail platform position us to capture incremental market share within a category, home goods, that is largely unbranded and highly substitutable.

We have and will continue to partner with our suppliers to help them strategize and deliver value for our customers.

Further, we continue to closely monitor additional macroeconomic conditions, including, but not limited to, general economic instability, changes in tax laws or regulations or other governmental actions or policies, sustained higher interest rates and inflationary pressures, on our business, results of operations and financial results.

For example, on July 4, 2025, the One Big Beautiful Bill Act was signed into law, which contains a broad range of tax reform provisions affecting businesses.

We continue 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.

Nevertheless, these types of developments have and may continue to negatively impact global economic activity and consumer behavior, which have and may continue to adversely affect our business and our

results of operations.

We continue to closely monitor additional macroeconomic conditions, including, but not limited to, general economic instability, changes in tax laws or regulations or other governmental actions or policies, sustained higher interest rates and inflationary pressures on our business, results of operations and financial results.

These types of developments have and may continue to negatively impact global economic activity and consumer behavior, which have and may continue to adversely affect our business and our results of operations.

As our customers react to these global economic conditions, we may take precautionary measures to limit or delay expenditures and preserve capital and liquidity.

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We measure our business using the key financial statement, operating metrics and non-GAAP financial measures that are reflected in the below table.

See “Non-GAAP Financial Measures” below for more information regarding our use of Adjusted EBITDA, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share and a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure that is prepared in accordance with accounting principles generally accepted in the United States of America or “GAAP.”

Our Free Cash Flow and Adjusted Diluted Earnings or Loss per Share are measured on a consolidated basis, while our Adjusted EBITDA is measured on a consolidated and reportable segment basis.

See “Non-GAAP Financial Measures” below for more information regarding our use of Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share and a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure that is prepared in accordance with accounting principles generally accepted in the United States of America or “GAAP.”

Our Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share are measured on a consolidated basis, while our Adjusted EBITDA and Adjusted EBITDA Margin is measured on a consolidated and reportable segment basis.

All other key financial statement and operating metrics are derived and reported from our consolidated net revenue.

We use the following metrics to assess the performance of our overall business:

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

2025 2024 2025 2024

Three Months Ended March 31,

(in millions, except LTM net revenue per active customer, average order value and per share data)

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Gross profit $ 880 $ 837

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

Loss from operations $ (11) $ (122)

Net loss $ (105) $ (113)

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Diluted $ (0.80) $ (0.89)

Net cash provided by operating activities $ 155 $ 49 $ 332 $ 155

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

Key Operating Metrics:

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LTM net revenue per active customer (2)

$ 578 $ 545 $ 578 $ 545

Orders delivered (3)

Average order value (4)

$ 317 $ 310 $ 315 $ 303

Non-GAAP Financial Measures:

Adjusted Gross Profit $ 881 $ 839

Contribution Profit $ 440 $ 391

Adjusted EBITDA $ 151 $ 106

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(3) Orders delivered represent the total orders delivered in any period, inclusive of orders that may eventually be returned.

As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and as such we estimate delivery dates based on historical data.

We recognize net revenue when an order is delivered, and therefore orders delivered, together with average order value, is an indicator of the net revenue we expect to recognize in a given period.

As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available;

in those cases, we estimate delivery dates using historical data.

We recognize net revenue when an order is delivered, and therefore orders delivered, together with average order value, is an indicator of the net revenue we expect to recognize for the period.

We view orders delivered as a key indicator of our growth.

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Results of Consolidated Operations

Comparison of the three months ended September 30, 2025 and 2024

During the three months ended September 30, 2025, net revenue increased by $233 million, or 8.1%, compared to the same period in 2024, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers.

The increase in net revenue is primarily due to higher order volume in addition to higher average order value resulting from brand and consumer mix shifts, compared to the same period in 2024.

During the three months ended September 30, 2025, our U.S.

Comparison of the three months ended March 31, 2026 and 2025

During the three months ended March 31, 2026, net revenue increased by $201 million, or 7.4%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers.

The increase in net revenue is due to higher average order value in addition to higher order volume resulting from brand and consumer mix shifts, compared to the same period in 2025.

During the three months ended March 31, 2026, our U.S.

net revenue increased by 7.5%.

During the three months ended September 30, 2025, our International net revenue increased by 4.6% compared to the same period in 2024, driven by growth across our remaining international markets, partially offset by the exit of our German business.

During the three months ended September 30, 2025, International Net Revenue Constant Currency Growth was 3.5% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).

Three Months Ended September 30,

During the three months ended March 31, 2026, our International net revenue increased by 6.0% compared to the same period in 2025.

During the three months ended March 31, 2026, International Net Revenue Constant Currency Growth was 1.7% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).

Three Months Ended March 31,

2026 2025 % Change

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Cost of goods sold is sensitive to many factors, including quarter-to-quarter variability in product mix, pricing strategies, changes in wholesale, shipping and fulfillment costs, including associated applicable customs duties and fees earned for supplier services rendered.

During the three months ended September 30, 2025, cost of goods sold increased by $172 million, or 8.6%, compared to the same period in 2024.

The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2024.

As a percentage of net revenue, cost of goods sold increased to 70.0% for the three months ended September 30, 2025 compared to 69.7% in the same period in 2024, due to investments in the customer experience, partially offset by the growth of our supplier services.

Three Months Ended September 30,

During the three months ended March 31, 2026, cost of goods sold increased by $158 million, or 8.3%, compared to the same period in 2025.

The increase in cost of goods sold is driven by higher net revenue, in addition to the absence of a one-time benefit of $38 million related to a resolution on the valuation of duties, partially offset by $5 million of expense related to duties assessments recognized during the three months ended March 31, 2025.

As a percentage of net revenue, cost of goods sold increased to 70.0% for the three months ended March 31, 2026 compared to 69.3% in the same period in 2025, due to investments in the customer experience and a one-time benefit recognized during the three months ended March 31, 2025 related to a resolution on the valuation of duties, partially offset by the growth of our supplier services.

Three Months Ended March 31,

2026 2025 % Change

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selling, operations, technology, general and administrative expenses;

impairment and other related net charges and restructuring charges.

impairment and other related net charges and restructuring and other charges, net.

We disclose separately the equity-based compensation and related taxes that are included in customer service and merchant fees and selling, operations, technology and general and administrative expenses.

Three Months Ended September 30,

Three Months Ended March 31,

2026 2025 % Change

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Impairment and other related net charges — 23 (100.0) %

Restructuring charges 3 — 100.0 %

Restructuring and other charges, net 24 56 (57.1) %

Total operating expenses $ 891 $ 959 (7.1) %

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Impairment and other related net charges — % 0.8 %

Restructuring charges 0.1 % — %

Restructuring and other charges, net

30.4 % 35.1 %

(1) Includes equity-based compensation and related taxes as follows:

Three Months Ended September 30,

Three Months Ended March 31,

(in millions)

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Selling, operations, technology, general and administrative $ 68 $ 63

During the three months ended September 30, 2025, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $7 million, or 7.3%, compared to the same period in 2024, as a result of a decrease in restricted stock units awarded during the three months ended September 30, 2025.

During the three months ended March 31, 2026, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative increased by $4 million, or 6.1%, compared to the same period in 2025, due to expense recognized during the three months ended March 31, 2026 related to the PSUs, partially offset by variability in our stock price around the grant date of restricted stock units.

The following table summarizes operating expenses as a percentage of net revenue, excluding equity-based compensation and related taxes:

Three Months Ended September 30,

Three Months Ended March 31,

Customer service and merchant fees 3.8 % 3.8 %

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Customer Service and Merchant Fees

During the three months ended September 30, 2025, excluding the impact of equity-based compensation, our expenses for customer service and merchant fees increased by $6 million, or 5.6%, compared to the same period in 2024.

The increase in customer service and merchant fees is primarily due to higher net revenue, partially offset by lower compensation costs.

As a percentage of net revenue, total customer service and merchant fees decreased to 3.8% for the three months ended September 30, 2025 compared to 3.9% in the same period in 2024 primarily due to increased net revenue during the period.

During the three months ended September 30, 2025, our advertising expenses decreased by $24 million, or 6.8%, compared to the same period in 2024.

During the three months ended March 31, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $8 million, or 7.7%, compared to the same period in 2025.

The increase in customer service and merchant fees is primarily due to increased net revenue.

As a percentage of net revenue, total customer service and merchant fees remained relatively constant at 3.9% for the three months ended March 31, 2026 compared to the same period in 2025.

During the three months ended March 31, 2026, our advertising expenses decreased by $15 million, or 4.4%, compared to the same period in 2025.

The decrease reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.

As a percentage of net revenue, advertising expenses decreased to 10.6% for the three months ended September 30, 2025 compared to 12.3% in the same period in 2024 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.

Selling, operations, technology, general and administrative

During the three months ended September 30, 2025, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $28 million, or 7.2%, compared to the same period in 2024.

The decrease is primarily due to decreased compensation costs, driven by workforce reductions.

As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 14.3% for the three months ended September 30, 2025, compared to 16.6% in the same period in 2024, primarily due to decreased compensation costs.

Impairment and other related net charges

During the three months ended September 30, 2025, impairment and other related charges remained relatively flat compared to the same period in 2024.

Restructuring charges

During the three months ended September 30, 2025, restructuring charges increased by $3 million, or 100.0%, compared to the same period in 2024.

As a percentage of net revenue, restructuring charges increased to 0.1% from 0.0% in the same period in 2024.

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

This is inclusive of $2 million related to the Germany Restructuring and $1 million related to the March 2025 workforce reduction.

Interest expense, net

During the three months ended September 30, 2025, interest expense, net increased by $26 million compared to the same period in 2024, primarily driven by the issuance of the 2029 Secured Notes in October 2024 and of the 2030 Secured Notes in March 2025.

Three Months Ended September 30,

2025 2024 % Change

(in millions)

Interest expense, net $ (31) $ (5) NM

NM - Not Meaningful

Other income (expense), net

During the three months ended September 30, 2025, other (expense) income, net increased by $13 million compared to the same period in 2024, primarily driven by foreign currency rate fluctuations between the U.S.

Dollar and the Canadian Dollar.

Included in other (expense) income, net are changes in foreign currency transaction gains and losses and long-term investment income or losses.

Three Months Ended September 30,

2025 2024 % Change

(in millions)

Other income (expense), net $ (5) $ 8 NM

NM - Not Meaningful

Loss on debt extinguishment

During the three months ended September 30, 2025, loss on debt extinguishment increased by $99 million, or 100.0%, compared to the same period in 2024.

During the three months ended September 30, 2025, we recorded a $99 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $200 million and the net carrying value of the 2028 Notes of $101 million.

Refer to Note 4, Debt and Other Financing , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q for additional information.

Three Months Ended September 30,

2025 2024 % Change

(in millions)

Loss on debt extinguishment

$ (99) $ — 100.0 %

Provision for income taxes, net

During the three months ended September 30, 2025, our provision for income taxes, net decreased by $1 million, or 33.3% compared to the same period in 2024.

Three Months Ended September 30,

2025 2024 % Change

(in millions)

Provision for income taxes $ 2 $ 3 (33.3) %

Results of Consolidated Operations

Comparison of the nine months ended September 30, 2025 and 2024

During the nine months ended September 30, 2025, net revenue increased by $390 million, or 4.5%, compared to the same period in 2024, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers.

The increase in net revenue is due to higher average order value resulting from brand and consumer mix shifts compared to the same period in 2024.

During the nine months ended September 30, 2025, our U.S.

net revenue increased by 5.2% and International net revenue decreased by 0.7% compared to the same period in 2024, primarily due to the exit of our German business.

During the nine months ended September 30, 2025, International Net Revenue Constant Currency Growth was (0.2)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).

Nine Months Ended September 30,

2025 2024 % Change

(in millions)

net revenue $ 8,031 $ 7,633 5.2 %

International net revenue 1,089 1,097 (0.7) %

Net revenue $ 9,120 $ 8,730 4.5 %

For more information on our segments, see Note 9, Segment and Geographic Information , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q.

Cost of goods sold

During the nine months ended September 30, 2025, cost of goods sold increased by $268 million, or 4.4%, compared to the same period in 2024.

The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2024.

As a percentage of net revenue, cost of goods sold remained relatively constant at 69.8% for the nine months ended September 30, 2025, compared the same period in 2024.

Nine Months Ended September 30,

2025 2024 % Change

(in millions)

Cost of goods sold $ 6,365 $ 6,097 4.4 %

As a percentage of net revenue 69.8 % 69.8 %

Operating expenses

Operating expenses are comprised of customer service and merchant fees, advertising, selling, operations, technology, general and administrative expenses, impairment and other related net charges and restructuring charges.

Nine Months Ended September 30,

2025 2024 % Change

(in millions)

Customer service and merchant fees (1)

$ 346 $ 350 (1.1) %

Advertising 1,046 1,043 0.3 %

Selling, operations, technology, general and administrative (1)

1,339 1,503 (10.9) %

Impairment and other related net charges 23 2 NM

Restructuring charges 68 79 (13.9) %

Total operating expenses $ 2,822 $ 2,977 (5.2) %

As a percentage of net revenue:

Customer service and merchant fees (1)

Advertising 11.5 % 11.9 %

Selling, operations, technology, general and administrative (1)

14.7 % 17.2 %

Impairment and other related net charges 0.3 % — %

Restructuring charges 0.7 % 0.9 %

31.0 % 34.0 %

NM - Not Meaningful

(1) Includes equity-based compensation and related taxes as follows:

Nine Months Ended September 30,

(in millions)

Customer service and merchant fees $ 11 $ 15

Selling, operations, technology, general and administrative $ 243 $ 300

During the nine months ended September 30, 2025, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $61 million, or 19.4%, compared to the same period in 2024, driven by workforce reductions.

The following table summarizes operating expenses as a percentage of net revenue, excluding equity-based compensation and related taxes:

Nine Months Ended September 30,

Customer service and merchant fees 3.7 % 3.8 %

Selling, operations, technology, general and administrative 12.0 % 13.8 %

Customer Service and Merchant Fees

During the nine months ended September 30, 2025, excluding the impact of equity-based compensation, our expenses for customer service and merchant fees remained constant compared to the same period in 2024.

As a percentage of net revenue, total customer service and merchant fees decreased to 3.8% for the nine months ended September 30, 2025, compared to 4.0% in the same period in 2024 due to increased net revenue during the period.

During the nine months ended September 30, 2025, our advertising expenses increased by $3 million, or 0.3% , c ompared to the same period in 2024.

The increase reflects our response to changing market conditions and renewed investment opportunities, as we sought to maintain our return targets across various channels.

As a percentage of net revenue, advertising expense s decreased to 11.5% for the nine months ended September 30, 2025 compared to 11.9% in the same period in 2024 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.

As a percentage of net revenue, advertising expenses decreased to 11.2% for the three months ended March 31, 2026 compared to 12.6% in the same period in 2025 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.

Selling, operations, technology, general and administrative

During the nine months ended September 30, 2025, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $107 million, or 8.9% co mpared to the same period in 2024.

The decrease is primarily due to decreased compensation costs, driven by workforce reductions.

As a percentage of net revenue, total selling, operations, technology, general and administrative expens es decreased to 14.7% f or the nine months ended September 30, 2025, compared to 17.2% in the same period in 2024, primarily due to decreased compensation costs.

During the three months ended March 31, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $10 million, or 2.7%, compared to the same period in 2025.

The decrease is primarily due to decreased compensation costs, driven by workforce reduction.

As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 14.5% for the three months ended March 31, 2026, compared to 15.7% in the same period in 2025, primarily due to the increase in net revenue.

Impairment and other related net charges

During the nine months ended September 30, 2025, impairment and other related charge s increased by $21 million compared to the same period in 2024.

As a percentage of net revenue, impairment and other related net charge s increased to 0.3% from 0.0% in the same period in 2024.

During the nine months ended September 30, 2025, we recorded net charges of $23 million, inclusive of $20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with our 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 , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q for additional information.

During the nine months ended September 30, 2024, we recorded charges of $2 million related to changes in sublease market conditions for an identified U.S.

office location.

Restructuring charges

During the nine months ended September 30, 2025, restructuring charges decreased by $11 million, or 13.9%, compared to the same period in 2024.

As a percentage of net revenue, restructuring charges decreased to 0.7% from 0.9% in the same period in 2024.

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

During the three months ended March 31, 2026, impairment and other related charges decreased by $23 million, or 100.0%, compared to the same period in 2025.

The decrease is due to impairment charges recognized in the prior year related to the Germany Restructuring and weakened macroeconomic conditions in connection with the German operations.

No impairment charges were recorded during the three months ended March 31, 2026.

Restructuring and other charges, net

During the three months ended March 31, 2026, restructuring and other charges, net decreased by $32 million, or 57.1%, compared to the same period in 2025.

As a percentage of net revenue, restructuring and other charges, net decreased to 0.8% from 2.1% in the same period in 2025.

During the three months ended March 31, 2026, we 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, we 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.

Interest expense, net

During the nine months ended September 30, 2025, interest expense, net increased to $83 million , co mpared to $15 million in the same period in 2024, primarily driven by the issuances of the 2029 Secured Notes in October 2024 and of the 2030 Secured Notes in March 2025.

Nine Months Ended September 30,

During the three months ended March 31, 2026, interest expense, net increased by $16 million compared to the same period in 2025, primarily driven by the issuances of the 2032 Secured Notes in November 2025 and of the 2030 Secured Notes in March 2025.

Three Months Ended March 31,

2026 2025 % Change

1 unchanged sentence

Interest expense, net $ (39) $ (23) 69.6 %

Other income (expense), net

During the nine months ended September 30, 2025, other (expense) income, net increased by $25 million compared to the same period in 2024 , primarily driven by foreign currency rate fluctuations between the U.S.

Dollar and the Canadian Dollar.

Other (expense) income, net

During the three months ended March 31, 2026, we incurred $11 million of other (expense) income, net primarily driven by foreign currency translation losses.

During the three months ended March 31, 2025, we recognized $10 million of other (expense) income, net primarily attributable to fluctuations between the U.S.

Dollar and the Euro.

Included in other (expense) income, net are changes in foreign currency transaction gains and losses and long-term investment income or losses.

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 % Change

(in millions)

Other income (expense), net $ 28 $ 3 NM

NM - Not Meaningful

Other (expense) income, net $ (11) $ 10 (210.0) %

Loss on debt extinguishment

During the nine months ended September 30, 2025, loss on debt extinguishment increased by $68 million, or 100.0%, compared to the same period in 2024.

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

During the three months ended March 31, 2026, loss on debt extinguishment increased by $68 million compared to the same period in 2025.

During the three months ended March 31, 2026, we 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.

Refer to Note 4, Debt and Other Financing , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q for additional information.

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 % Change

(in millions)

Loss on debt extinguishment $ (68) $ — 100.0 %

(Loss) gain on debt extinguishment

$ (43) $ 25 NM

NM - Not Meaningful

Provision for income taxes, net

During the nine months ended September 30, 2025, our provision for income taxes, net decreased by $1 million, or 12.5% compared to the same period in 2024.

Nine Months Ended September 30,

During the three months ended March 31, 2026, our provision for income taxes, net decreased by $2 million, or 66.7% compared to the same period in 2025.

Three Months Ended March 31,

2026 2025 % Change

(in millions)

Provision for income taxes, net $ 7 $ 8 (12.5) %

Provision for income taxes $ 1 $ 3 (66.7) %

Liquidity and Capital Resources

Sources of Liquidity

As of September 30, 2025, our principal source of liquidity was cash and cash equivalents and short-term investments totaling $1.2 billion.

As of March 31, 2026, our principal source of liquidity was cash and cash equivalents and short-term investments totaling $1.1 billion.

Additionally, we have a $500 million senior secured revolving credit facility that matures on March 13, 2030 (the “Revolver”).

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

We had outstanding letters of credit, primarily as security for certain lease agreements, fo r $74 million a s of September 30, 2025, which reduced the availability of credit under the Revolver.

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

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

Excluding liquidity available through our Revolver, the following table shows sources of liquidity for the periods presented:

September 30, December 31,

March 31, December 31,

(in millions)

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Total liquidity $ 1,062 $ 1,542

We believe that our existing cash and cash equivalents and investments, cash generated from operations and the borrowing availability under our Revolver will be sufficient to meet our anticipated cash needs for at least the foreseeable future including planned capital expenditures, contractual obligations and other such requirements.

We believe that our existing cash and cash equivalents and investments, cash generated from operations and the borrowing availability under our Revolver will be sufficient to meet our anticipated cash needs for at least the next twelve months from the date of the filing of this report including planned capital expenditures, contractual obligations and other requirements.

However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect.

We may elect to raise additional funds at any time through equity, equity-linked or debt financing arrangements.

Further, we have and may from time to time seek to retire, restructure, repurchase or redeem, or otherwise mitigate the equity dilution associated with our outstanding convertible debt through cash purchases, stock buybacks of some or all of the shares underlying convertible notes and/or exchanges for equity or debt in open-market purchases, privately negotiated transactions or otherwise.

Such repurchases, exchanges or liability management exercises, if any, will be upon such terms and at such prices and sizes as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Such repurchases, exchanges or liability and dilution management exercises, if any, will be upon such terms and at such prices and sizes as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material.

Our future capital requirements and the adequacy of available funds will depend on many factors, including those described herein and in our other filings with the SEC, including those set forth in Part I, Item 1A, Risk Factors in our Annual Report on 10-K for the year ended December 31, 2024.

In addition, macroeconomic events have caused disruption in the capital markets, including increased inflation and interest rates, which could make obtaining financing more difficult and/or expensive.

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Credit Agreement and Debt Arrangements

As of September 30, 2025, we had $3.0 billion principal amount of indebtedness outstanding.

Our 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”).

Under the terms of our Revolver, we may use proceeds to finance working capital, to refinance existing indebtedness and to provide funds for permitted acquisitions, repurchases of equity interests and other general corporate purposes.

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

Our 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”).

Under the terms of our Revolver, we may use proceeds to finance working capital and for other general corporate purposes.

Any amounts outstanding under the Revolver are due at maturity.

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

On May 9, 2025, we 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.

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

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

See Note 4, Debt and Other Financing , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q for additional information on debt and other financing transactions.

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.

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

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

See Note 4, Debt and Other Financing , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q for additional information on debt and other financing transactions.

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.

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

Whether any of the Convertible Notes will be convertible in future quarters will depend on the satisfaction of the applicable last reported sales price condition or another conversion condition in the future.

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The Revolver also requires us to maintain certain levels of performance in order to maintain our access to the Revolver.

For instance, we are required to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the credit agreement governing the Revolver) of 4.0 to 1.0, subject to a 0.5 step-up following certain permitted acquisitions.

For instance, we are required to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the credit agreement governing the Revolver) of no more than 4.0 to 1.0, subject to a 0.5 step-up following certain permitted acquisitions.

For information regarding our credit agreement and debt agreements, see Note 4, Debt and Other Financing , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q and Note 6, Debt and Other Financing , included in Part II, Item 8, Financial Statements and Supplementary Data , in our Annual Report on Form 10-K for the year ended December 31, 2025.

As of September 30, 2025, we were in compliance with all the terms and conditions of our debt agreements.

As of March 31, 2026 we were in compliance with all the terms and conditions of our debt agreements.

Stock Repurchase Program

On August 21, 2020, the board of directors (the “Board”) authorized the repurchase of up to $700 million of our Class A common stock in the open market, through privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan (the “2020 Repurchase Program”).

On August 10, 2021, the Board authorized a new $1.0 billion share repurchase program on the same terms (the “2021 Repurchase Program” together with the 2020 Repurchase Program, the “Repurchase Programs”).

There is no stated expiration date for the Share Repurchase Programs.

On August 10, 2021, the Board authorized a new $1.0 billion share repurchase program on the same terms (the “2021 Repurchase Program” and, together with the 2020 Repurchase Program, the “Repurchase Programs”).

We will begin repurchasing shares under the 2021 Repurchase Program upon the completion of the 2020 Repurchase Program.

The Repurchase Programs do not obligate us to purchase any shares of our Class A common stock and have no expiration but may be suspended or terminated by the Board at any time.

The Repurchase Programs do not obligate us to purchase any shares of our Class A common stock and have no expiration date, but may be suspended or terminated by the Board at any time.

The actual timing, number and value of shares repurchased under the Repurchase Programs in the future will be determined by us in our discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs and whether there is a better alternative use of capital.

As of September 30, 2025, we have repurchased 2,354,491 shares of Class A common stock for approximately $612 million under the Repurchase Programs.

As of March 31, 2026, we have repurchased 2,354,491 shares of Class A common stock for approximately $612 million under the Repurchase Programs.

Trends and Historical Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

Net loss $ (105) $ (113)

Net cash provided by operating activities $ 332 $ 155

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

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

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Operating cash flows can be volatile and are sensitive to many factors, including changes in working capital and our net loss.

Cash flows provided by operating activities increased by $177 million during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in net loss adjusted for non-cash items of $162 million, partially offset by an increase of $15 million for cash changes in operating assets and liabilities.

Cash flows used in operating activities decreased by $44 million during the three months ended March 31, 2026, compared to the same period in 2025, due to a decrease of $25 million for cash changes in operating assets and liabilities and an increase in net loss adjusted for non-cash items of $19 million.

The decrease in cash flows used in operating activities was primarily driven by higher net revenue, and lower impairment and other restructuring costs from the prior year workforce reductions.

Investing Activities

Cash flows used in investing activities decreased by $28 million during the nine months ended September 30, 2025, compared to the same period in 2024, due to an increase in purchases of short- and long-term investments of $39 million, increases in sales and maturities of short- and long-term investments of $41 million, decreases in purchases of property and equipment and site and software development costs of $26 million.

Purchases of property and equipment and site and software development costs (collectively, “Capital Expenditures”) were 1.6% of net revenue for the nine months ended September 30, 2025 and related primarily to equipment purchases and improvements for leased warehouses within our expanding logistics network and ongoing investments, including our physical retail store expansion, proprietary technology and operational platform.

Cash flows used in investing activities increased by $29 million during the three months ended March 31, 2026, compared to the same period in 2025, due to decreases in sales and maturities of short- and long-term investments of $31 million and increases in purchases of property and equipment and site and software development costs of $11 million, partially offset by a decrease in purchases of short- and long-term investments of $13 million.

Purchases of property and equipment and site and software development costs (collectively, “Capital Expenditures”) were 1.8% of net revenue for the three months ended March 31, 2026 and related primarily to equipment purchases and improvements for leased warehouses within our expanding logistics network and ongoing investments, including our physical retail store expansion, proprietary technology and operational platform.

Financing Activities

Cash flows used in financing activities increased by $306 million during the nine months ended September 30, 2025, compared to the same period in 2024.

The increase in cash used is primarily due to payments to extinguish debt of $940 million, partially offset by proceeds from the issuance of debt of $691 million.

Cash flows used in financing activities increased by $518 million during the three months ended March 31, 2026, compared to the same period in 2025.

The increase in cash used is primarily due to decreases in proceeds from the issuance of debt of $691 million, increase in settlement of long-term debt of $250 million and payments of taxes related to net share settlement of equity awards of $29 million.

These increases are partially offset by decreases in payments to extinguish debt of $452 million.

Off-Balance Sheet Arrangements

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Contractual Obligations

During the nine months ended September 30, 2025, we issued $700 million in aggregate principal amount of the 2030 Secured Notes and repurchased $80 million in aggregate principal amount of the 2025 Notes, $696 million in aggregate principal amount of the 2026 Notes, and $101 million in aggregate principal amount of the 2028 Notes.

During the three months ended March 31, 2026, we repurchased $56 million in aggregate principal amount of the 2028 Notes and called for the redemption of $250 million in aggregate principal of the 2027 Notes.

See Note 4, Debt and Other Financing , included in Part I, Item 1, Financial Statements , in this Quarterly Report on Form 10-Q for additional information.

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To provide investors with additional information regarding our financial results, we have disclosed in this Quarterly Report on Form 10-Q the following non-GAAP financial measures:

Adjusted EBITDA, Free Cash Flow, Net Revenue Constant Currency Growth and Adjusted Diluted Earnings or Loss per Share.

Adjusted EBITDA

We calculate Adjusted EBITDA 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 our ongoing operating performance.

Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Diluted Earnings or Loss per Share and Net Revenue Constant Currency Growth.

Adjusted Gross Profit and Adjusted Gross Margin

We define Adjusted Gross Profit as gross profit plus equity-based compensation and related taxes included in cost of goods sold.

Gross profit is defined as net revenue minus cost of goods sold.

Gross margin is defined as gross profit as a percentage of net revenue for the same period.

Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of net revenue for the same period.

We disclose Adjusted Gross Profit and Adjusted Gross Margin because we believe these measures are important indicators of our business performance.

They provide visibility into our underlying gross profitability by excluding the impact of non-cash equity-based compensation expense and related taxes, which can vary meaningfully from period to period.

Accordingly, we believe that Adjusted Gross Profit and Adjusted Gross Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board.

Adjusted Gross Profit and Adjusted Gross Margin, however, have limitations as analytical tools because they omit certain costs included in cost of goods sold and therefore do not reflect all expenses that impact gross profit under GAAP.

Further, other companies, including companies in our industry, may calculate these non-GAAP measures differently.

Accordingly, you should not consider Adjusted Gross Profit or Adjusted Gross Margin in isolation or as substitutes for analysis of our results as reported under GAAP.

Because of these limitations, these metrics should be considered alongside other financial performance measures, including gross profit, cost of goods sold, and our other GAAP results.

The following table provides a reconciliation of gross profit to Adjusted Gross Profit:

Three Months Ended March 31,

(in millions, except percentages)

Reconciliation of Adjusted Gross Profit:

Gross profit $ 880 $ 837

Gross margin 30.0 % 30.7 %

Equity-based compensation and related taxes included in cost of goods sold

Adjusted Gross Profit $ 881 $ 839

Adjusted Gross Margin 30.1 % 30.7 %

Contribution Profit and Contribution Margin

We define Contribution Profit as Adjusted Gross Profit less customer service and merchant fees and less advertising expense, plus equity-based compensation and related taxes included in customer service and merchant fees.

Contribution Margin is defined as Contribution Profit as a percentage of net revenue for the same period.

We use Contribution Profit and Contribution Margin to evaluate our operating performance and trends.

We believe these measures are useful indicators of the economic impact of orders fulfilled through our omni-channel platform because they take into account the direct expenses associated with generating and servicing customer demand.

These measures provide additional visibility into unit-level performance by isolating key cost drivers, including customer service and merchant fees, and advertising.

Accordingly, we believe Contribution Profit and Contribution Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board.

However, Contribution Profit and Contribution Margin have important limitations as analytical tools.

They omit various expenses that impact our results under GAAP, and they are not intended to represent measures of overall company profitability or to imply that our business is profitable at the company level.

Other companies, including those in our industry, may calculate Contribution Profit and similarly titled measures differently.

Accordingly, you should not consider Contribution Profit or Contribution Margin in isolation or as substitutes for analysis of our results as reported under GAAP.

Because of these limitations, these metrics should be evaluated alongside other financial performance measures, including gross profit and our other GAAP results.

The following table provides a reconciliation of Adjusted Gross Profit to Contribution Profit:

Three Months Ended March 31,

(in millions, except percentages)

Reconciliation of Contribution Profit:

Net revenue $ 2,931 $ 2,730

Cost of goods sold 2,051 1,893

Gross profit 880 837

Gross margin 30.0 % 30.7 %

Equity-based compensation and related taxes included in cost of goods sold

Adjusted Gross Profit 881 839

Adjusted Gross Margin 30.1 % 30.7 %

Customer service and merchant fees 114 107

Advertising 329 344

Equity-based compensation and related taxes included in customer service and merchant fees

Contribution Profit $ 440 $ 391

Contribution Margin 15.0 % 14.3 %

Adjusted EBITDA and Adjusted EBITDA Margin

We calculate Adjusted EBITDA 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 we believe are not indicative of our core operating performance.

We have provided a reconciliation below of Adjusted EBITDA to net income or loss, the most directly comparable GAAP financial measure.

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Net Revenue.

We disclose Adjusted EBITDA because it is a key measure used by our management and the Board to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

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• Adjusted EBITDA does not reflect interest expenses associated with our borrowings;

• Adjusted EBITDA does not include other items not indicative of our ongoing operating performance;

• Adjusted EBITDA excludes other items that we believe are not indicative of our core operating performance;

• We may in the future modify how we calculate Adjusted EBITDA;

• Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income or loss and our other GAAP results.

The following table reflects the reconciliation of net income or loss to Adjusted EBITDA for each of the periods indicated:

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

2025 2024 2025 2024

(in millions)

The following table reflects the reconciliation of net loss to Adjusted EBITDA for each of the periods indicated:

Three Months Ended March 31,

(in millions, except percentages)

Reconciliation of Adjusted EBITDA:

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Impairment and other related net charges (1)

Restructuring charges (2)

Loss on debt extinguishment (3)

Restructuring and other charges, net (2)

Loss (gain) on debt extinguishment (3)

Adjusted EBITDA $ 151 $ 106

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

Net revenue $ 2,931 $ 2,730

Net loss margin (3.6) % (4.1) %

Adjusted EBITDA Margin 5.2 % 3.9 %

During the three months ended March 31, 2026, we recorded no impairment or other related charges.

During the three months ended March 31, 2025, we recorded net charges of $23 million, inclusive of $20 million associated with the Germany 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, we 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, we 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, we 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 and nine months ended September 30, 2025, we recorded a $99 million and $68 million, respectively, 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, we 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.

Free Cash Flow

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Accordingly, you should not consider Free Cash Flow in isolation or as a substitute for analysis of our results as reported under GAAP.

Because of these limitations, you should consider Free Cash Flow alongside other financial performance measures, including net cash provided by or used in operating activities, Capital Expenditures, and our other GAAP results.

Because of these limitations, you should consider Free Cash Flow

alongside other financial performance measures, including net cash provided by or used in operating activities, capital expenditures, and our other GAAP results.

The following table presents a reconciliation of net cash provided by or used in operating activities to Free Cash Flow for each of the periods indicated:

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

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

Net cash provided by operating activities $ 155 $ 49 $ 332 $ 155

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

Purchase of property and equipment (25) (5)

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Free Cash Flow $ (106) $ (139)

Net Revenue Constant Currency Growth

We calculate Net Revenue Constant Currency Growth by translating the current period local currency net revenue by the currency exchange rates used to translate our financial statements in the comparable prior-year period.

We disclose Net Revenue Constant Currency Growth because it is an important indicator of our operating results.

Accordingly, we believe that Net Revenue Constant Currency Growth provides useful information to investors and others in understanding and evaluating trends in our operating results in the same manner as our management.

Net Revenue Constant Currency Growth has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

For example, Net Revenue Constant Currency Growth rates, by their nature, exclude the impact of foreign exchange, which may have a material impact on net revenue.

Adjusted Diluted Earnings or Loss per Share

We calculate Adjusted Diluted Earnings or Loss per Share as net income or loss plus equity-based compensation and related taxes, provision or benefit for income taxes, net, non-recurring items, other items not indicative of our ongoing operating performance, and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method divided by the weighted-average number of shares of common stock used in the computation of diluted earnings or loss per share.

Accordingly, we believe that these adjustments to our adjusted diluted net income or loss before calculating per share amounts for all periods presented provide a more meaningful comparison between our operating results from period to period.

We calculate Adjusted Diluted Earnings or Loss per Share as net income or loss plus equity-based compensation and related taxes;

provision or benefit for income taxes, net;

non-recurring items;

other items that we believe are not indicative of our core operating performance;

and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method;

divided by the weighted-average number of shares of common stock used in the computation of diluted earnings or loss per share.

Accordingly, we believe that these adjustments to our diluted earnings or loss per share provide a more meaningful comparison between our operating results from period to period.

Adjusted Diluted Earnings or Loss per Share has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

For example, Adjusted Diluted Earnings or Loss per Share, by their nature, excludes equity-based compensation and related taxes, provision or benefit for income taxes, net, non-recurring items, other items not indicative of our ongoing operating performance, and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method.

Because of these limitations, you should consider Adjusted Diluted Earnings or Loss per Share alongside other financial performance measures.

For example, Adjusted Diluted Earnings or Loss per Share, by their nature, excludes equity-based compensation and related taxes;

provision or benefit for income taxes, net;

non-recurring items;

other items that we believe are not indicative of our core operating performance;

and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method.

Because of these limitations, you should consider Adjusted Diluted Earnings or Loss per Share alongside other financial performance measures, including diluted earnings or loss per share and our other GAAP results.

A reconciliation of the numerator and denominator for diluted earnings or loss per share, the most directly comparable GAAP financial measure, to the numerator and denominator for Adjusted Diluted Earnings or Loss per Share in order to calculate Adjusted Diluted Earnings or Loss per Share, is as follows:

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

Adjustments to net income (loss)

Interest expense associated with convertible debt instruments 13 — 40 —

$ (105) $ (113)

Adjustments to net loss

Equity-based compensation and related taxes 71 68

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Impairment and other related net charges — 23

Restructuring charges 3 — 68 79

Loss on debt extinguishment, net 99 — 68 —

Restructuring and other charges, net

Loss (gain) on debt extinguishment 43 (25)

Numerator for Adjusted Diluted Earnings per Share - Adjusted net income

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

Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding 131 127

Adjustments to effect of dilutive securities:

Restricted stock units — — — 1

Performance stock units 2 —

Convertible debt instruments 4 —

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Adjusted Diluted Earnings per Share $ 0.26 $ 0.10

Net Revenue Constant Currency Growth

We disclose Net Revenue Constant Currency Growth because it is an important indicator of our operating results.

Net Revenue Constant Currency Growth has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

For example, Net Revenue Constant Currency Growth rates, by their nature, exclude the impact of foreign exchange, which may have a material impact on net revenue.

Critical Accounting Policies and Estimates

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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 2. Management’s Discussion and Analysis