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Item 1. Financial Statements

2026-08-04 compared with 2026-04-30 · 174 added, 98 removed, 437 unchanged (38% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,

June 30, December 31,

(in millions, except share and per share data)

22 unchanged sentences

Convertible preferred stock, $ 0.001 par value per share:

10,000,000 shares authorized and none issued at March 31, 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.

10,000,000 shares authorized and none issued at June 30, 2026 and December 31, 2025.

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 115,500,539 and 108,365,428 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 20,977,914 and 21,978,295 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital 2,166 2,073

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

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

2026 2025 2026 2025

(in millions, except per share data)

9 unchanged sentences

Total operating expenses 950 967 1,841 1,926

Loss from operations ( 11 ) ( 122 )

Income (loss) from operations 104 17 93 ( 105 )

Interest expense, net ( 39 ) ( 29 ) ( 78 ) ( 52 )

Other (expense) income, net ( 4 ) 23 ( 15 ) 33

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

Loss before income taxes ( 104 ) ( 110 )

(Loss) gain on debt extinguishment ( 59 ) 6 ( 102 ) 31

Income (loss) before income taxes 2 17 ( 102 ) ( 93 )

Provision for income taxes, net 3 2 4 5

Net loss $ ( 105 ) $ ( 113 )

Loss per share

Net (loss) income $ ( 1 ) $ 15 $ ( 106 ) $ ( 98 )

(Loss) earnings per share

Basic $ ( 0.01 ) $ 0.11 $ ( 0.81 ) $ ( 0.77 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended March 31,

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

2026 2025 2026 2025

(in millions)

Net loss $ ( 105 ) $ ( 113 )

Net (loss) income $ ( 1 ) $ 15 $ ( 106 ) $ ( 98 )

Other comprehensive income (loss):

Foreign currency translation adjustments 3 ( 25 ) 7 ( 36 )

Comprehensive loss $ ( 101 ) $ ( 124 )

Comprehensive income (loss) $ 2 $ ( 10 ) $ ( 99 ) $ ( 134 )

See notes to unaudited condensed consolidated financial statements.

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(in millions)

Balance at March 31, 2025 127 $ — $ 1,821 $ ( 4,623 ) $ ( 7 ) $ ( 2,809 )

Net income — — — 15 — 15

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

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

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

Equity-based compensation — — 109 — — 109

Balance at June 30, 2025

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

Balance at March 31, 2026 132 $ — $ 2,114 $ ( 4,928 ) $ ( 28 ) $ ( 2,842 )

Net loss — — — ( 1 ) — ( 1 )

Other comprehensive income — — — — 3 3

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

Shares withheld for employee taxes ( 1 ) — ( 19 ) — — ( 19 )

Equity-based compensation — — 74 — — 74

Settlement of convertible senior notes 4 — ( 3 ) — — ( 3 )

Balance at June 30, 2026

136 $ — $ 2,166 $ ( 4,929 ) $ ( 25 ) $ ( 2,788 )

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Six Months Ended

Class A and Class B Common Stock

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders'

(in millions)

Balance at December 31, 2024

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

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

Equity-based compensation — — 179 — — 179

Balance at March 31, 2025

Balance at June 30, 2025

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

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Settlement of convertible senior notes 5 — ( 4 ) — — ( 4 )

Balance at March 31, 2026

Balance at June 30, 2026

136 $ — $ 2,166 $ ( 4,929 ) $ ( 25 ) $ ( 2,788 )

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Net loss $ ( 106 ) $ ( 98 )

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

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

Depreciation and amortization 131 159

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Accounts payable and other liabilities 139 ( 136 )

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

Net cash provided by operating activities 308 177

Cash flows for investing activities:

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Net cash used in investing activities ( 125 ) ( 83 )

Cash flows (for) from financing activities:

Cash flows for financing activities:

Proceeds from issuance of debt, net of issuance costs 395 691

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Payments of taxes related to net share settlement of equity awards ( 48 ) ( 9 )

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

Net cash used in financing activities ( 599 ) ( 60 )

Effect of exchange rate changes on cash and cash equivalents 5 ( 28 )

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

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

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

Wayfair believes that there have been no significant changes during the three and six months ended June 30, 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

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Accounts Receivable, Net

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

As of June 30, 2026, accounts receivable was $ 184 million, net of allowance for credit losses of $ 29 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 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.

The changes in the allowance for credit losses were not material for the three and six months ended June 30, 2026.

Management believes credit risk is mitigated for the three and six months ended June 30, 2026, as approximately 97.6 % and 97.7 % of the net revenue recognized was collected in advance of recognition.

Contract Liabilities

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.

Contract liabilities included in other current liabilities were $ 262 million at June 30, 2026 and $ 277 million at December 31, 2025.

During the six months ended June 30, 2026, Wayfair recognized $ 186 million of net revenue that was included within other current liabilities as of December 31, 2025.

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

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 three and six months ended June 30, 2026, Wayfair recorded a net charge of $ 2 million associated with its decision to exit a customer service center in the U.S.

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

During the six months ended June 30, 2026, Wayfair terminated the operating lease for a logistics facility resulting in a reduction of its operating lease obligations of $ 138 million.

During the three and six months ended June 30, 2026, Wayfair entered into contractual obligations of $ 91 million for future minimum lease payments under non-cancellable operating leases that have not yet commenced.

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.

During the six months ended June 30, 2026, Wayfair recorded $ 24 million of charges related to a loss on termination of an operating lease for a logistics facility.

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

This is inclusive of $ 6 million and $ 46 million, respectively, related to the Germany Restructuring and $ 3 million and $ 19 million, respectively, related to the March 2025 workforce reduction, which impacted members of the technology team.

Wayfair does not expect to incur any further material charges related to this workforce reduction.

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 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.

The impacts are not material to operating results for the three and six months ended June 30, 2026.

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

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.

As of June 30, 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 and six months ended June 30, 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 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

During the three and six months ended June 30, 2026, Wayfair recorde d $ 10 million and $ 21 million of interest income, respectively.

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

The following table presents details of Wayfair’s investment securities as of June 30, 2026 and December 31, 2025:

June 30, 2026

Losses Estimated

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This hierarchy requires Wayfair to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Wayfair classifies cash equivalents and certificate of deposits within Level 1 because these are valued using quoted market prices.

Wayfair classifies cash equivalents and certificates of deposit within Level 1 because these are valued using quoted market prices.

The fair value of Level 1 financial assets is based on quoted market prices of the identical underlying security.

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

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

March 31, 2026

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

June 30, 2026

Level 1 Level 2 Level 3 Total

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

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

2034 Secured Notes 400 ( 5 ) 395 — — —

Total Debt $ 2,836 $ 3,272

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Long-term debt $ 2,797 $ 3,233

(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.

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

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

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

As of June 30, 2026, Wayfair had $ 2.9 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”);

• unsecured 3.25 % Convertible Senior Notes due 2027 (the “2027 Notes” and, together with the 2026 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”).

• 6.750 % Senior Secured Notes due 2032 (the “2032 Secured Notes”);

• 7.125 % Senior Secured Notes due 2034 (the “2034 Secured Notes” and, together with the 2029 Secured Notes, 2030 Secured Notes, and 2032 Secured Notes, the “Senior Secured Notes”, and the Senior Secured Notes, together with the Convertible Notes, the “Notes”).

Revolving Credit Facility

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

Wayfair had $ 82 million in outstanding letters of credit as of June 30, 2026, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.

As of June 30, 2026, there were no revolving loans outstanding under the Revolver.

Senior Secured Notes

On May 18, 2026, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc., issued $ 400 million aggregate principal amount of 2034 Secured Notes.

The 2034 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including Wayfair) and U.S.

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

The Indenture provides, among other things, that the 2034 Secured Notes will be senior secured obligations of the Issuer.

Interest on the 2034 Secured Notes is payable semi-annually, in arrears, on May 15 and November 15 of each year, commencing on November 15, 2026, at a rate of 7.125 % per annum, until their maturity date of May 31, 2034.

The annual effective interest rate of the 2034 Secured Notes is 7.2 %.

Transaction costs to issue the 2034 Secured Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding 2034 Secured Notes.

The 2034 Secured Notes will mature on May 31, 2034, unless earlier redeemed, in accordance with their terms or repurchased.

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

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

2034 Secured Notes May 31, 2034 7.125 % 7.2 % May 15 and November 15

Convertible Notes

3 unchanged sentences

2027 Notes September 15, 2027 3.250 % 3.6 % March 15 and September 15

2028 Notes November 15, 2028 3.500 % 3.8 % May 15 and November 15

Conversion and Redemption Terms of the Notes

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2027 Notes September 15, 2027 June 15, 2027 15.7597 $ 63.45 September 20, 2025

2028 Notes November 15, 2028 August 15, 2028 21.8341 $ 45.80 May 20, 2026

The conversion rate is subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of Wayfair’s Class A common stock, but will not be adjusted for accrued and unpaid interest.

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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 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.

The conditional conversion features of the 2026 Notes and 2027 Notes were not triggered during the calendar quarter ended June 30, 2026, therefore, the 2026 Notes and 2027 Notes are not convertible during the calendar quarter ending September 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.

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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.

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

Between February 25, 2026 and March 4, 2026, Wayfair repurchased $ 56 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 unsecured 3.50 % Convertible Senior Notes due 2028 (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.

Between April 1, 2026 and May 1, 2026, Wayfair repurchased $ 89 million in aggregate principal amount of the 2028 Notes.

In accounting for the repurchases, Wayfair recorded a $ 59 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $ 148 million and the net carrying value of the 2028 Notes of $ 89 million.

Redemptions of Convertible Notes

Holders of the 2027 Notes elected to convert $ 250 million in aggregate principal amount prior to the 2027 Notes Redemption Date.

On May 14, 2026, Wayfair issued a notice to holders of the Company’s 2028 Notes calling for redemption of the remaining $ 444 million principal amount of the outstanding 2028 Notes on June 29, 2026 (the “2028 Notes Redemption Date”).

Holders of the 2028 Notes elected to convert the entire remaining o utstanding principal of $ 444 million prior to the 2028 Notes Redemption Date.

Wayfair settled these conversions with aggregate cash payments totaling $ 444 million, representing principal and cash in lieu of fractional shares, and the issuance of 4.5 million shares of common stock.

As a result, no 2028 Notes remained outstanding following these conversions.

Conversions of 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.

There were no conversions during the three and six months ended June 30, 2026 other than the conversion of the 2027 Notes and 2028 Notes prior to the 2027 Notes Redemption Date and 2028 Notes Redemption Date, respectively.

Interest Expense

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.

During the three months ended June 30, 2026, Wayfair recognized contractual interest expense and debt discount amortization of $ 47 million and $ 3 million, respectively, and during the six months ended June 30, 2026, Wayfair recognized contractual interest expense and debt discount amortization of $ 95 million and $ 4 million, respectively.

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

Fair Value of the Notes

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.

As of June 30, 2026, the estimated fair value of each of the 2026 Notes, 2027 Notes, 2029 Secured Notes, 2030 Secured Notes, 2032 Secured Notes, and 2034 Secured Notes was $ 38 million, $ 349 million, $ 826 million, $ 736 million, $ 719 million, and $ 412 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 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.

As of June 30, 2026, the if-converted value of the 2027 Notes exceeded the principal value by $ 104 million.

As of June 30, 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”).

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Stockholders’ Deficit

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.

Since Wayfair's initial public offering through June 30, 2026, 61,060,500 shares of Class B common stock were converted to Class A common stock.

Stock 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.

During the three and six months ended June 30, 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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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.

In May 2026, Wayfair’s stockholders approved Amendment No.

1 (the “Amendment”) to the 2023 Plan, to increase the number of shares of Class A common stock authorized for issuance under the 2023 Plan by 20,000,000 shares.

As of June 30, 2026, 23,837,187 shares of Class A common stock remained available for future grant under the 2023 Plan (inclusive of the 5,000,000 shares underlying the CEO PSU Award).

Restricted Stock Units

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

The following table presents activity relating to RSUs for the six months ended June 30, 2026:

Shares Weighted-Average

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RSUs forfeited/canceled ( 74,525 ) $ 64.46

Unvested at March 31, 2026

Unvested at June 30, 2026

3,162,613 $ 65.81

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

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,

As of June 30, 2026, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 156 million with a weighted-average remaining vesting term of 0.4 years.

The following table summarizes activity for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Weighted average grant date fair value of RSUs $ 67.32 $ 41.65

1 unchanged sentence

Intrinsic value of RSUs vested (in millions) $ 121 $ 125

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

As of June 30, 2026, the aggregate intrinsic value of unvested RSUs was $ 292 million.

Performance Stock Units with Market-Based Conditions

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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 three months ended March 31, 2026:

The following table summarizes activity for the six months ended June 30, 2026:

Shares Weighted-Average

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PSUs forfeited/cancelled — —

Unvested at March 31, 2026

Unvested at June 30, 2026

5,000,000 $ 56.11

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

As of June 30, 2026, there was $ 222 million of unrecognized equity-based compensation expense related to PSUs.

The Company expects to recognize this amount over a remaining weighted-average period of 3.7 years.

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,

During the six months ended June 30, 2026, the Company incurred $ 37 million of equity-based compensation expense related to the PSUs.

As of June 30, 2026, the aggregate intrinsic value of unvested PSUs was $ 462 million.

Equity-based compensation was classified as follows in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

(in millions)

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Total equity-based compensation expense $ 69 $ 100 $ 136 $ 164

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

Equity-based compensation costs capitalized as software costs wer e $ 5 million and $ 9 million for the three and six months ended June 30, 2026, respectively, and $ 9 million and $ 15 million for the three and six months ended June 30, 2025, respectively.

(Loss) Earnings per Share

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

7 unchanged sentences

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

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

Three Months Ended March 31,

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

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

2026 2025 2026 2025

(in millions, except per share data)

Numerator for basic and diluted loss per share - net loss

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

$ ( 1 ) $ 15 $ ( 106 ) $ ( 98 )

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

Loss per share

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

132 128 131 127

Effect of dilutive securities:

Restricted stock units — 1 — —

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

132 129 131 127

(Loss) earnings per share

Basic $ ( 0.01 ) $ 0.11 $ ( 0.81 ) $ ( 0.77 )

Diluted $ ( 0.01 ) $ 0.11 $ ( 0.81 ) $ ( 0.77 )

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

Three Months Ended March 31,

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

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

2026 2025 2026 2025

(in millions)

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Shares related to convertible debt instruments 4 27 4 27

Total 12 30 12 30

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

Three Months Ended March 31,

Three Months Ended June 30,

(in millions)

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reconciling items (3)

Net (loss) income $ ( 1 ) $ 15

Six Months Ended June 30,

(in millions)

International Total U.S.

International Total

Net revenue $ 5,737 $ 713 $ 6,450 $ 5,303 $ 700 $ 6,003

Cost of goods sold (1)

3,958 537 4,495 3,657 498 4,155

Advertising 642 79 721 632 84 716

Other segment items (2)

715 126 841 695 126 821

Adjusted EBITDA $ 422 $ ( 29 ) $ 393 $ 319 $ ( 8 ) $ 311

reconciling items (3)

Net loss $ ( 106 ) $ ( 98 )

3 unchanged sentences

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

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

Three Months Ended March 31,

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

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

2026 2025 2026 2025

(in millions)

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

59 ( 6 ) 102 ( 31 )

Total reconciling items $ 243 $ 190 $ 499 $ 409

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.

During the three and six months ended June 30, 2026, Wayfair recorded $ 2 million impairment associated with its decision to exit a customer service center in the U.S.

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

During the six months ended June 30, 2026, Wayfair incurred $ 24 million of charges related to a loss on termination of an operating lease for a logistics facility.

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

During the three months ended March 31, 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.

Wayfair does not expect to incur any further material charges related to this workforce reduction.

During the three and six months ended June 30, 2026, Wayfair recorded a $ 59 million and $ 102 million, respectively, loss on debt extinguishment upon repurchase of $ 145 million in aggregate principal amount of the 2028 Notes.

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

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

20 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements