Every 8-K that Wayfair Inc (W) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow W and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full W filings page.
Wayfair Inc. reported second quarter 2026 net revenue of $3.5 billion, up 7.5% year over year, with U.S. net revenue of $3.1 billion up 8.7% and international revenue of $394 million down 1.3%.
Gross profit was $1,054 million with a 30.0% gross margin. Income from operations increased to $104 million. The company recorded a small net loss of $1 million, or diluted loss per share of $0.01, while Non-GAAP Adjusted EBITDA was $242 million and Adjusted Diluted EPS was $0.95.
Net cash provided by operating activities was $360 million and Free Cash Flow was $301 million, characterized as the strongest since 2020. Cash, cash equivalents and short-term investments totaled $1.1 billion, with total liquidity of $1.6 billion against $2,797 million of long-term debt. Active customers grew 3.3% year over year to 21.7 million, and LTM net revenue per active customer rose 4.2% to $596.
Wayfair Inc. reported that stockholders approved an amendment to its 2023 Incentive Award Plan to increase the Class A common stock available for equity awards by 20,000,000 shares. This gives the company a larger pool of stock-based compensation it can grant to employees and directors.
At the same annual meeting, stockholders elected nine directors, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, and approved, on a non-binding basis, the compensation of named executive officers. Class A and Class B stockholders voted together as a single class on all proposals.
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.
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.
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.
Wayfair Inc. reported improved first quarter 2026 results, with net revenue of $2.93 billion, up 7.4% year over year, driven by U.S. revenue of $2.61 billion and international revenue of $319 million. Gross profit reached $880 million, a 30.0% gross margin.
The company still posted a net loss of $105 million (basic and diluted loss per share of $0.80), but Adjusted EBITDA rose to $151 million, a 5.2% margin versus 3.9% a year earlier. Free cash flow was negative at ($106) million, and net cash used in operating activities was $52 million.
Active customers grew to 21.4 million, up 1.4%, with last‑twelve‑months net revenue per active customer of $591, up 5.2%. Orders delivered increased 3.3% to 9.4 million, average order value rose to $312, and 64.7% of orders were placed via mobile devices. Cash and cash equivalents were $1.0 billion, and long‑term debt was $2.93 billion.
Wayfair Inc. repurchased approximately $56 million in aggregate principal amount of its 3.50% convertible senior notes due 2028, paying about $99 million plus accrued interest in open market transactions.
The company funded these repurchases using a portion of the net proceeds from its 6.75% senior secured notes due 2032. After the transactions, about $533 million principal of the 2028 notes remains outstanding. Wayfair describes this as part of an ongoing liability management strategy aimed at reducing upcoming debt maturities and managing potential equity dilution from its convertible debt.
Wayfair Inc. reported improving results for the fourth quarter and full year 2025, with solid revenue growth and stronger profitability measures despite remaining net losses. Fourth-quarter net revenue was $3.3 billion, up 6.9% year over year, and full-year net revenue reached $12.5 billion, up 5.1%.
Wayfair’s gross profit was $1.0 billion in Q4 and $3.8 billion for 2025, maintaining gross margin around 30%. Net loss narrowed to $116 million in Q4 and $313 million for the year, while Non-GAAP Adjusted EBITDA rose to $224 million in Q4 and $743 million for 2025.
The company generated $534 million in net cash from operating activities and $329 million in Non-GAAP Free Cash Flow in 2025, ending the year with $1.5 billion in cash, cash equivalents and short-term investments and total liquidity of $1.9 billion. Active customers were 21.3 million, slightly lower year over year, but last-twelve-month net revenue per active customer increased 5.6% to $586.
Wayfair Inc. plans to redeem $250 million principal amount of its 3.25% Convertible Senior Notes due 2027. On March 23, 2026, any called notes not converted before the deadline will be redeemed for cash at par plus accrued and unpaid interest.
Holders of notes called for redemption may instead convert them at any time up to two trading days before the redemption date. Converted notes will be settled in cash up to principal, with any excess conversion value paid in Class A common stock and cash in lieu of fractional shares.
The current conversion rate of 15.7597 shares per $1,000 principal will increase to 16.3779 shares per $1,000 for notes called for redemption that are converted during the conversion window, which may lead to additional share issuance and potential dilution.
Wayfair Inc. announced a liability management move: it used a portion of the net proceeds from its 6.75% senior secured notes due 2032 to repurchase approximately $210 million in aggregate principal of its 3.25% convertible senior notes due 2027 for approximately $375 million, plus accrued interest, in privately negotiated transactions. The repurchase is expected to settle on November 12, 2025.
After this transaction, approximately $480 million in aggregate principal of the 2027 notes remains outstanding. The company states this action supports its goals of reducing upcoming maturities and managing potential dilution. Wayfair noted it may undertake additional repurchases or exchanges from time to time, which could affect the trading liquidity of the notes and the market price of its common stock.
Wayfair Inc. announced that subsidiary Wayfair LLC issued $700 million of 6.75% senior secured notes due 2032. The company plans to use the net proceeds to purchase a portion of its outstanding 3.250% convertible notes due 2027 and 3.500% convertible notes due 2028 and for general corporate purposes, which may include repaying other debt.
The notes pay interest semi-annually on May 15 and November 15, starting May 15, 2026. Key terms include a change‑of‑control repurchase at 101%, optional redemptions before November 15, 2028 at par plus a make‑whole, and after that at scheduled prices. The issuer may redeem up to 40% with equity offering proceeds at 106.75% before November 15, 2028, and up to 10% in any twelve‑month period at 103% before that date. Certain covenants fall away if the notes achieve investment‑grade ratings from any two designated agencies.
Wayfair noted potential market activity from hedge unwinds by holders of any repurchased convertibles. Separately, the Board appointed Hal Lawton as a director and expects to grant him $250,000 in RSUs vesting over one year.
Wayfair Inc. announced that its subsidiary, Wayfair LLC, priced a private offering of $700 million aggregate principal amount of 6.75% senior secured notes due 2032.
The notes and related guarantees are not registered under the Securities Act and are being offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. The company stated there can be no assurance the issuance and sale will be consummated. The disclosure was furnished under Item 7.01, and a press release was attached as Exhibit 99.1.
Wayfair Inc. announced that its subsidiary, Wayfair LLC, intends to offer, subject to market and other conditions, $700 million aggregate principal amount of senior secured notes due 2032 in a private offering.
The notes and related guarantees will not be registered under the Securities Act and will be offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. The notice emphasizes there is no assurance the issuance and sale will be consummated. The company also furnished a press release as Exhibit 99.1.
Wayfair Inc. furnished a Form 8-K to announce it issued a press release with financial results for the quarter ended September 30, 2025.
The company reported these results via a press release dated October 28, 2025, which is attached as Exhibit 99.1 and incorporated by reference. The information in Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act.
Wayfair’s Class A Common Stock trades on the NYSE under the symbol W.
Wayfair Inc. reported that its Board and a Special Committee approved a performance stock unit award to CEO Niraj Shah, effective September 19, 2025, contingent on stockholder approval to increase shares available under the 2023 Incentive Award Plan. The CEO Award covers 5,000,000 PSUs split into six tranches over ten years and vests only if Mr. Shah remains CEO through each tranche vesting date and the company achieves 60-day trailing average stock price hurdles ranging from $176 to $679 (premiums of 100% to 675% over the Approval Price). The final tranche requires a 675% stock price increase and continued service through the fifth anniversary of the grant.
The Award includes a one-year post-vesting holding period for tranches two through six (except for tax sales), acceleration mechanics tied to a Change in Control with possible pro-rata interpolation, application of the October 2023 Clawback Policy, and a representation that Mr. Shah's base salary remains $80,000 and that the Award is expected to be his sole equity grant for the ten-year term.
Wayfair disclosed that it may undertake liability-management activities related to its outstanding convertible debt, including cash repurchases, stock buybacks of shares underlying the notes, or exchanges for equity or debt in open-market or privately negotiated transactions. The company states such actions would depend on market conditions, liquidity, contractual limits and other factors, and that the amounts involved may be material. It warns these actions could affect trading liquidity of the convertible notes and the market price of its common stock and includes customary forward-looking statement cautionary language.