Wayfair (NYSE: W) to issue $400M 7.125% senior secured notes due 2034

Rhea-AI Filing Summary

Wayfair Inc. announced that its subsidiary Wayfair LLC has priced a private offering of $400 million in aggregate principal amount of 7.125% senior secured notes due 2034. The notes are expected to mature on May 31, 2034 and the offering is expected to close on May 18, 2026, subject to customary conditions.

Wayfair intends to use the net proceeds primarily to repay a portion of its existing indebtedness and for other general corporate purposes. The notes will be fully and unconditionally guaranteed on a senior secured basis by Wayfair and certain domestic subsidiaries, with first-priority liens on the same collateral that secures its senior secured revolving credit facility and existing senior secured notes.

The securities are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and are not registered under the Securities Act or any state securities laws.

Insights

Corporate credit analyst

Wayfair adds $400M of new secured debt largely to refinance existing obligations.

Wayfair LLC is issuing $400 million of 7.125% senior secured notes due 2034, with guarantees from Wayfair Inc. and certain domestic subsidiaries. The notes share first‑priority collateral with the company’s revolving credit facility and existing senior secured notes.

Management states an intention to use net proceeds to repay a portion of existing indebtedness and for general corporate purposes, so the transaction primarily reshapes the debt stack rather than clearly expanding it. The ultimate impact depends on how much debt is repaid and on what terms.

The coupon of 7.125% reflects current market pricing for Wayfair’s secured risk profile. Investors may focus on subsequent disclosures about which facilities or notes are repaid using these proceeds and any resulting changes in interest expense and secured leverage in future periods.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Notes principal amount: $400 million Coupon rate: 7.125% Maturity date: May 31, 2034 +1 more

4 metrics

Notes principal amount $400 million Aggregate principal amount of senior secured notes

Coupon rate 7.125% Interest rate on senior secured notes

Maturity date May 31, 2034 Stated maturity of the notes

Expected closing date May 18, 2026 Anticipated closing of notes offering

Key Terms

senior secured notes, Rule 144A, Regulation S, senior secured revolving credit facility, +1 more

5 terms

senior secured notes financial

"private offering of $400 million in aggregate principal amount of 7.125% senior secured notes due 2034"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Rule 144A regulatory

"offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"and to non-U.S. persons in accordance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

senior secured revolving credit facility financial

"assets that secure the Issuer’s senior secured revolving credit facility and existing senior secured notes"

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of federal and state securities laws."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

false 0001616707 0001616707 2026-05-13 2026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 13, 2026

WAYFAIR INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36666		36-4791999
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)
4 Copley Place		Boston, MA		02116
(Address of principal executive offices)				(Zip Code)

(617) 532-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		W		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On May 13, 2026, Wayfair Inc. (“Wayfair”) issued a press release announcing the pricing by its subsidiary, Wayfair LLC (the “Issuer”), of its private offering of $400 million aggregate principal amount of 7.125% senior secured notes due 2034 (the “Notes”). The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. There can be no assurance that the issuance and sale of any debt securities of the Issuer will be consummated. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued on May 13, 2026
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						WAYFAIR INC.
Date: May 13, 2026						/s/ Andrew Oliver
						Andrew Oliver
						Deputy General Counsel and Assistant Secretary

Exhibit 99.1

Wayfair Prices Offering of $400 Million Senior Secured Notes

BOSTON, May 13, 2026 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced the pricing by its subsidiary, Wayfair LLC (the “Issuer”), of its private offering of $400 million in aggregate principal amount of 7.125% senior secured notes due 2034 (the “Notes”). The Notes will mature on May 31, 2034, unless earlier repurchased or redeemed in accordance with their terms. The Notes offering is expected to close on May 18, 2026, subject to customary closing conditions.

We intend to use the net proceeds from the Notes offering to repay a portion of our existing indebtedness and for other general corporate purposes. No assurance can be given as to how much, if any, of our existing indebtedness will be repaid with the net proceeds from this offering, the terms on which it will be repaid (if repaid or repurchased before maturity) or the timing of any such repayment.

The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Wayfair and certain Wayfair domestic subsidiaries that guarantee the Issuer’s senior secured revolving credit facility and existing senior secured notes. The Notes and related guarantees will be secured on a first-priority basis by liens on the same assets that secure the Issuer’s senior secured revolving credit facility and existing senior secured notes.

The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.

This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offer of the Notes and related guarantees is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.

About Wayfair

Wayfair is the destination for all things home, and we make it easy to create a home that is just right for you. Whether you’re looking for that perfect piece or redesigning your entire space, Wayfair offers quality finds for every style and budget, and a seamless experience from inspiration to installation.

The Wayfair family of brands includes:

• Wayfair: Every style. Every home.

• AllModern: Modern made simple.

• Birch Lane: Classic style for joyful living.

• Joss & Main: The ultimate style edit for home.

• Perigold: The destination for luxury home.

• Wayfair Professional: A one-stop Pro shop.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal and state securities laws. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding the terms of the Notes; the anticipated use of the net proceeds from the offering of the Notes; and the expected closing of the Notes offering. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these terms or other similar expressions.

Forward-looking statements are based on current expectations of future events. 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 that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. We believe that these risks and uncertainties include, but are not limited to, adverse macroeconomic conditions, including economic instability, changes in laws and regulations and other governmental actions or policies, including those related to taxes and new or increased tariffs, and the uncertainty surrounding potential changes in such laws and regulations or other potential governmental actions or policies; export controls, sustained higher interest rates and inflation, slower growth or the potential for recession, 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; 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 curate, market, grow and maintain strong brands; and our ability to expand our business and compete successfully, including risks relating to achieving the anticipated benefits of investments in our technology and systems, including generative artificial intelligence. A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results include the cautionary statements herein and in our most recent Annual Report on Form 10-K and in our other filings and reports with the Securities and Exchange Commission. We qualify all of our forward-looking statements by these cautionary statements.

These forward-looking statements speak only as of the date of this press release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

Media Relations Contact:

Tara Lambropoulos

PR@Wayfair.com

Investor Relations Contact:

Ryan Barney

IR@wayfair.com

FAQ

What type of debt is Wayfair (W) issuing in this transaction?

Wayfair’s subsidiary Wayfair LLC is issuing $400 million of 7.125% senior secured notes due 2034. These notes are secured by first-priority liens on the same collateral that backs its senior secured revolving credit facility and existing senior secured notes.

What is the interest rate and maturity on Wayfair’s new notes?

The new Wayfair notes carry a 7.125% interest rate and will mature on May 31, 2034. They are structured as senior secured obligations, ranking alongside the company’s senior secured revolving credit facility and existing senior secured notes.

How much is Wayfair (W) raising in this private notes offering?

Wayfair’s subsidiary has priced a private offering of $400 million in aggregate principal amount of senior secured notes. The company plans to use the net proceeds mainly to repay a portion of existing indebtedness and for other general corporate purposes.

When is Wayfair’s $400 million notes offering expected to close?

The $400 million senior secured notes offering is expected to close on May 18, 2026, subject to customary closing conditions. The notes will then mature on May 31, 2034, unless earlier repurchased or redeemed under their terms.

How does Wayfair intend to use the proceeds from the new notes?

Wayfair intends to use the net proceeds from the notes offering to repay a portion of its existing indebtedness and for other general corporate purposes. The company notes there is no assurance regarding the amount, terms, or timing of any such debt repayment.

Who can purchase Wayfair’s new senior secured notes?

The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be sold publicly in the United States without registration or an applicable exemption.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB