Wayfair (NYSE: W) sells $400M notes and moves to redeem 2028 converts

Rhea-AI Filing Summary

Wayfair Inc. is refinancing part of its debt by having subsidiary Wayfair LLC issue $400 million of 7.125% senior secured notes due 2034. Wayfair plans to use the proceeds mainly to repay existing borrowings and for general corporate purposes.

The new notes pay interest semi-annually and include covenants, optional redemption features, and change-of-control protections for investors. Wayfair also called for redemption of its 3.50% convertible senior notes due 2028, offering holders an enhanced conversion rate if they convert before the June 29, 2026 redemption date, which may reduce future debt but could dilute shareholders through additional Class A common stock.

Insights

Capital structure and credit analyst

Wayfair refinances with $400M secured notes and moves to retire 2028 converts, shifting its mix of debt and potential equity dilution.

Wayfair is adding $400 million of 7.125% senior secured notes due 2034, with semi-annual interest and typical high-yield covenants. The company states it intends to use net proceeds to repay existing indebtedness and for other general corporate purposes, a standard liability management move.

Separately, Wayfair is redeeming its 3.50% Convertible Senior Notes due 2028 on June 29, 2026. Holders called for redemption can convert at an increased rate of 23.3162 shares per $1,000, above the prior 21.8341, and any conversion obligation above principal will be settled in Class A common stock with cash for fractions.

The net effect depends on how many holders convert versus accept cash redemption. More conversions reduce debt but increase share count, consistent with Wayfair’s own reference to potential dilutive impacts. Less conversion preserves equity but keeps more cash outflow and debt, balancing dilution risk against leverage reduction.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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

New notes principal: $400 million Coupon rate: 7.125% per annum Notes maturity: May 31, 2034 +5 more

8 metrics

New notes principal $400 million Aggregate principal amount of 7.125% senior secured notes due 2034

Coupon rate 7.125% per annum Interest rate on new senior secured notes due 2034

Notes maturity May 31, 2034 Maturity date of new senior secured notes

Change-of-control put price 101% of principal Repurchase price plus accrued interest if change of control occurs

Equity clawback redemption price 107.125% of principal Price for up to 40% of notes redeemed with equity offering proceeds before May 31, 2029

Annual 10% redemption price 103% of principal Price for up to 10% of notes redeemable per twelve-month period before May 31, 2029

Original 2028 conversion rate 21.8341 shares per $1,000 Prior conversion rate for 3.50% Convertible Senior Notes due 2028

Enhanced 2028 conversion rate 23.3162 shares per $1,000 Increased conversion rate for 2028 notes converted during redemption period

Key Terms

senior secured notes, Rule 144A, Regulation S, make-whole premium, +2 more

6 terms

senior secured notes financial

"issued $400 million 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"

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.

make-whole premium financial

"redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount ... plus a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

change of control financial

"If a change of control occurs, the Issuer may be required to offer the holders of the Notes an opportunity to sell"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

convertible senior notes financial

"3.50% Convertible Senior Notes due 2028 (the “2028 Notes”)"

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.

Understanding 8-K Material Events →

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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 14, 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 1.01. Entry into a Material Definitive Agreement.

Issuance of 7.125% Senior Secured Notes due 2034

On May 18, 2026, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc. (“Wayfair”), issued $400 million aggregate principal amount of 7.125% senior secured notes due 2034 (the “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. No assurance can be given as to how much, if any, of its existing indebtedness will be repaid with the net proceeds from the Notes offering, the terms on which it will be repaid (if repaid or repurchased before maturity) or the timing of any such repayment.

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 were 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.

Indenture

The Notes were issued under an Indenture, dated May 18, 2026 (the “Indenture”), among 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 Notes will be senior secured obligations of the Issuer. Interest on the 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 Indenture contains covenants that restrict Wayfair’s ability and the ability of its restricted subsidiaries to, among other things:

• incur additional indebtedness;

• declare or pay dividends, redeem stock or make other distributions or restricted payments;

• make certain investments;

• create certain liens;

• enter into certain transactions with affiliates;

• agree to certain restrictions on the ability of Wayfair’s restricted subsidiaries to make certain payments;

• sell or transfer certain assets; and

• consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its restricted subsidiaries’ assets.

These covenants are subject to a number of important limitations, qualifications and exceptions. In addition, certain of these covenants, including the limitation on indebtedness, will cease to apply to the Notes for so long as the Notes have investment grade ratings from any two of the prescribed rating agencies.

If a change of control occurs, the Issuer may be required to offer the holders of the Notes an opportunity to sell all or part of their Notes at a purchase price of 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. In addition, if Wayfair sells assets under certain circumstances, the Issuer may be required to make an offer to purchase a portion of the Notes.

At any time prior to May 31, 2029, the Issuer may on one or more occasions redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium, as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after May 31, 2029, the Issuer may on one or more occasions redeem the Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to May 31, 2029, the Issuer may on one or more occasions redeem up to 40% of the

aggregate principal amount of the Notes with an amount equal to or less than the net cash proceeds received by the Issuer or Wayfair from certain equity offerings at a redemption price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Furthermore, at any time prior to May 31, 2029, the Issuer may redeem up to 10% of the aggregate principal amount of the Notes during any twelve-month period at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; the failure to pay final judgments in excess of certain amounts of money against the Issuer and its significant subsidiaries; the failure of certain guarantees to be enforceable (other than in accordance with the terms of the Indenture); and the assertion by the Issuer, Wayfair or any guarantor that is a significant subsidiary in any pleading that any security interest related to the Notes is invalid or unenforceable.

The foregoing description is qualified in its entirety by reference to the text of the Indenture and the Form of Note, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Indenture” is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On May 14, 2026, Wayfair issued a notice (the “Redemption Notice”) to holders of the Company’s 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”) calling for the redemption (the “Redemption”) of all of the outstanding 2028 Notes.

On June 29, 2026 (the “Redemption Date”), any outstanding 2028 Notes that are called for Redemption and have not been submitted for conversion will be redeemed for cash at a price (the “Redemption Price”) equal to the principal amount of such 2028 Notes plus accrued and unpaid interest on such 2028 Notes to, but excluding, the Redemption Date.

2028 Notes that are called for Redemption may be submitted for conversion at any time before 5:00 p.m. (New York City time) on the second scheduled trading day before the Redemption Date (the “Redemption Period”). The Company currently expects that holders of 2028 Notes called for Redemption will convert such 2028 Notes before the Redemption Date. However, those holders are not obligated to convert their 2028 Notes, and the Company will be required to pay the Redemption Price for all 2028 Notes called for Redemption that are not converted during the Redemption Period. 2028 Notes called for Redemption that are converted during the Redemption Period will be settled with cash up to the principal amount of such 2028 Notes and shares of the Company’s Class A common stock in respect of the remainder, if any, of the conversion obligation in excess of the principal amount of such converted 2028 Notes, together with cash in lieu of fractional shares. As of the date of the Redemption Notice, the conversion rate of the 2028 Notes is 21.8341 shares of the Company’s Class A common stock per $1,000 principal amount of 2028 Notes. However, in accordance with the Indenture governing the 2028 Notes, the Conversion Rate applicable to 2028 Notes called for Redemption that are converted during the Redemption Period will be increased to 23.3162 shares of the Company’s Class A common stock per $1,000 principal amount of 2028 Notes.

This Current Report on Form 8-K is not a notice of redemption of the 2028 Notes. The Redemption is being made solely pursuant to the Redemption Notice, dated May 14, 2026, relating to the 2028 Notes.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation: Wayfair’s anticipated use of the net proceeds from the Notes offering; statements regarding the planned Redemption, including Wayfair’s expectations regarding conversions by holders of the 2028 Notes called for Redemption, and the Redemption’s expected impacts, including potential dilutive impacts; and other statements that are not historical fact. These statements are based on Wayfair’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, without limitation: risks relating to dilution and liability management exercises generally; risks relating to Wayfair’s ability to repay other existing indebtedness, including the timing of any such actions; risks relating to Wayfair’s ability to accurately anticipate the extent of holder conversions; and the other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Wayfair’s most recent Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. Wayfair qualifies all of its forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this report and, except as required by applicable law, Wayfair undertakes 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Indenture, dated May 18, 2026, among Wayfair LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent
4.2		Form of Note (included in Exhibit 4.1)
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 18, 2026						/s/ Andrew Oliver
						Andrew Oliver
						Deputy General Counsel and Assistant Secretary

FAQ

What new debt did Wayfair (W) issue in May 2026?

Wayfair’s subsidiary issued $400 million of 7.125% senior secured notes due 2034. Interest is paid semi-annually starting November 15, 2026. The notes are senior secured obligations and were sold under Rule 144A and Regulation S to institutional and non-U.S. investors.

How will Wayfair (W) use the $400 million notes proceeds?

Wayfair intends to use the net proceeds from the $400 million notes primarily to repay a portion of its existing indebtedness. Any remaining funds will be applied for other general corporate purposes, giving the company flexibility in how it manages its balance sheet.

What happens to Wayfair’s 3.50% Convertible Senior Notes due 2028?

Wayfair has called all outstanding 3.50% Convertible Senior Notes due 2028 for redemption on June 29, 2026. Any 2028 notes not converted during the specified period will be redeemed for cash at principal plus accrued and unpaid interest to, but excluding, the redemption date.

What is the new conversion rate for Wayfair’s 2028 convertible notes?

For 2028 notes called for redemption and converted during the redemption period, the conversion rate increases to 23.3162 shares of Class A common stock per $1,000 principal. This is higher than the prior 21.8341 shares, encouraging noteholders to convert rather than accept cash redemption.

How will converted 2028 notes be settled by Wayfair (W)?

Converted 2028 notes will be settled with cash up to the principal amount and Class A common stock for any remaining conversion value above principal. Wayfair will also pay cash instead of issuing fractional shares, which may create equity dilution depending on total conversions.

What protections do holders of Wayfair’s new 2034 notes have?

The 2034 notes are senior secured obligations with covenants limiting additional indebtedness and other actions, subject to exceptions. If a change of control occurs, the issuer may need to offer to repurchase notes at 101% of principal plus accrued interest, enhancing investor protection.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 1.1 MB
• 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