Wayfair (NYSE: W) to sell $400M notes and repurchase 2028 converts

Rhea-AI Filing Summary

Wayfair Inc. announced that its subsidiary Wayfair LLC plans a private offering of $400 million in senior secured notes due 2034. The company expects to use net proceeds to repay a portion of existing debt and for general corporate purposes.

Separately, Wayfair recently repurchased about $46 million in principal of its 3.50% convertible senior notes due 2028 for approximately $73 million, plus accrued interest, leaving about $444 million of these notes outstanding. Management describes these actions as part of an ongoing liability and dilution management strategy, aimed at addressing upcoming maturities and potential equity dilution from convertible debt.

Insights

Capital structure analyst

Wayfair is refinancing with new secured notes while selectively retiring convertible debt.

Wayfair plans to issue $400 million of senior secured notes due 2034 in a private offering. The notes will be guaranteed on a senior secured basis by the parent and certain domestic subsidiaries and secured by the same collateral as existing secured debt.

The company also repurchased about $46 million principal of its 3.50% convertible senior notes due 2028 for roughly $73 million, leaving $444 million outstanding. Management frames this as part of a liability management and dilution mitigation strategy, though the scale relative to overall debt is not quantified here.

Future liability management actions, including additional repurchases or exchanges of convertible debt, may be material and could affect trading liquidity of the notes and the price of Wayfair’s common stock, but specific timing and amounts will depend on market conditions and internal factors.

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

Planned notes offering: $400 million senior secured notes Repurchased 2028 converts principal: $46 million Repurchase cash consideration: $73 million +2 more

5 metrics

Planned notes offering $400 million senior secured notes Aggregate principal amount due 2034 in private offering

Repurchased 2028 converts principal $46 million Aggregate principal amount of 3.50% convertible notes due 2028 repurchased

Repurchase cash consideration $73 million Approximate cash paid to repurchase $46 million principal of 2028 notes, plus interest

Remaining 2028 converts $444 million Aggregate principal amount of 3.50% convertible senior notes due 2028 still outstanding

Coupon of 2028 converts 3.50% Interest rate on convertible senior notes due 2028

Key Terms

senior secured notes, convertible senior notes, Rule 144A, Regulation S, +1 more

5 terms

senior secured notes financial

"intends to offer, subject to market and other conditions, $400 million in aggregate principal amount of 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.

convertible senior notes financial

"repurchased approximately $46 million in aggregate principal amount of its outstanding 3.50% convertible senior notes due 2028"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

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.

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 2026-05-01 2026-05-01

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 1, 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 that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior secured notes due 2034 (the “Notes”) in a private offering.

Additionally, on May 1, 2026, Wayfair repurchased approximately $46 million in aggregate principal amount of its outstanding 3.50% convertible senior notes due 2028 (the “2028 Notes”) for approximately $73 million, plus accrued but unpaid interest, in open market transactions (the “Repurchases”). The Repurchases settled by May 4, 2026.

Following the Repurchases, approximately $444 million in aggregate principal amount of the 2028 Notes remains outstanding. This transaction continues Wayfair’s ongoing liability management strategy, and furthers Wayfair’s dual goals of reducing upcoming maturities and managing potential dilution.

Wayfair may, from time to time, seek to retire, restructure, repurchase or redeem, or otherwise mitigate the equity dilution associated with its 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, open market transactions or otherwise. Such repurchases, exchanges or other liability management exercises, if any, will be upon such terms and at such prices and sizes as Wayfair may determine, and will depend on prevailing market conditions, Wayfair’s liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Further, any such repurchases, exchanges or other liability management exercises may result in Wayfair acquiring and retiring a substantial amount of its convertible debt, which could impact the trading liquidity of the outstanding convertible notes, and any such repurchases, exchanges or other liability management exercises may also affect the market price of Wayfair’s common stock.

The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and will 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 will be 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 Announces Proposed Offering of $400 Million Senior Secured Notes

BOSTON, May 13, 2026 – Wayfair Inc. (NYSE: W) (the “Company,” “we” or “Wayfair”) today announced that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $400 million in aggregate principal amount of senior secured notes due 2034 (the “Notes”) in a private offering.

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 will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and will 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 whether we will offer and issue the Notes; the terms of the Notes; and the anticipated use of the net proceeds from the offering of the Notes. 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 debt offering did Wayfair (W) announce in this 8-K filing?

Wayfair announced that subsidiary Wayfair LLC intends to offer $400 million of senior secured notes due 2034 in a private placement. The notes will be guaranteed on a senior secured basis by Wayfair and certain domestic subsidiaries and secured by existing collateral.

How does Wayfair plan to use the $400 million notes proceeds?

Wayfair intends to use net proceeds from the $400 million senior secured notes to repay a portion of existing indebtedness and for other general corporate purposes. The filing states there is no assurance regarding how much debt will be repaid or the timing and terms of any repayment.

What recent convertible note repurchase did Wayfair disclose for symbol W?

Wayfair disclosed it repurchased approximately $46 million in principal of its 3.50% convertible senior notes due 2028 for about $73 million, plus accrued interest, via open-market transactions. After these repurchases, about $444 million of the 2028 convertible notes remain outstanding.

How does Wayfair describe its liability and dilution management strategy?

Wayfair describes these actions as part of an ongoing liability management strategy, aimed at reducing upcoming maturities and managing potential equity dilution from convertible debt. It may continue to retire, repurchase, redeem or exchange convertible obligations through various cash or equity transactions.

Who can purchase Wayfair’s new senior secured notes mentioned in the filing?

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

Will the new Wayfair notes be registered under the Securities Act of 1933?

No. The filing states the notes and related guarantees will not be registered under the Securities Act of 1933 or other jurisdictions’ securities laws. They may not be offered or sold in the United States absent registration or a valid registration exemption.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.4 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