Companies: 11,246     total market cap: $155.548 T
โ‚ฌEUR๐Ÿ‡ช๐Ÿ‡บโ‚นINR๐Ÿ‡ฎ๐Ÿ‡ณยฃGBP๐Ÿ‡ฌ๐Ÿ‡ง$CAD๐Ÿ‡จ๐Ÿ‡ฆ$AUD๐Ÿ‡ฆ๐Ÿ‡บ$NZD๐Ÿ‡ณ๐Ÿ‡ฟ$HKD๐Ÿ‡ญ๐Ÿ‡ฐ$SGD๐Ÿ‡ธ๐Ÿ‡ฌ
Wayfair
W
#1651
Rank
$13.58 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$102.94
Share price
-0.25%
Change (1 day)
43.45%
Change (1 year)
๐Ÿ›’ E-Commerce๐Ÿ›๏ธ Retail๐Ÿ–ฅ๏ธ Internet๐Ÿ‘ฉโ€๐Ÿ’ป Tech๐Ÿช‘ Furniture
Categories
  1. Wayfair
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q2

Wayfair - 10-Q quarterly report FY2026 Q2


Text size:
0001616707false12/312026Q2P5DP10D0.00673490.0157597281281486416xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purew:dayw:tranchew:class00016167072026-01-012026-06-300001616707us-gaap:CommonClassAMember2026-07-280001616707us-gaap:CommonClassBMember2026-07-2800016167072026-06-3000016167072025-12-310001616707us-gaap:CommonClassAMember2026-06-300001616707us-gaap:CommonClassAMember2025-12-310001616707us-gaap:CommonClassBMember2025-12-310001616707us-gaap:CommonClassBMember2026-06-3000016167072026-04-012026-06-3000016167072025-04-012025-06-3000016167072025-01-012025-06-300001616707us-gaap:CommonStockMember2025-03-310001616707us-gaap:AdditionalPaidInCapitalMember2025-03-310001616707us-gaap:RetainedEarningsMember2025-03-310001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-3100016167072025-03-310001616707us-gaap:RetainedEarningsMember2025-04-012025-06-300001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001616707us-gaap:CommonStockMember2025-04-012025-06-300001616707us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001616707us-gaap:CommonStockMember2025-06-300001616707us-gaap:AdditionalPaidInCapitalMember2025-06-300001616707us-gaap:RetainedEarningsMember2025-06-300001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-3000016167072025-06-300001616707us-gaap:CommonStockMember2026-03-310001616707us-gaap:AdditionalPaidInCapitalMember2026-03-310001616707us-gaap:RetainedEarningsMember2026-03-310001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-3100016167072026-03-310001616707us-gaap:RetainedEarningsMember2026-04-012026-06-300001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-012026-06-300001616707us-gaap:CommonStockMember2026-04-012026-06-300001616707us-gaap:AdditionalPaidInCapitalMember2026-04-012026-06-300001616707us-gaap:CommonStockMember2026-06-300001616707us-gaap:AdditionalPaidInCapitalMember2026-06-300001616707us-gaap:RetainedEarningsMember2026-06-300001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-300001616707us-gaap:CommonStockMember2024-12-310001616707us-gaap:AdditionalPaidInCapitalMember2024-12-310001616707us-gaap:RetainedEarningsMember2024-12-310001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-3100016167072024-12-310001616707us-gaap:RetainedEarningsMember2025-01-012025-06-300001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-06-300001616707us-gaap:CommonStockMember2025-01-012025-06-300001616707us-gaap:AdditionalPaidInCapitalMember2025-01-012025-06-300001616707us-gaap:CommonStockMember2025-12-310001616707us-gaap:AdditionalPaidInCapitalMember2025-12-310001616707us-gaap:RetainedEarningsMember2025-12-310001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001616707us-gaap:RetainedEarningsMember2026-01-012026-06-300001616707us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-06-300001616707us-gaap:CommonStockMember2026-01-012026-06-300001616707us-gaap:AdditionalPaidInCapitalMember2026-01-012026-06-300001616707w:GermanyRestructuringMember2025-01-012025-06-300001616707w:GermanyRestructuringMember2025-04-012025-06-300001616707w:WorkforceReductionMember2025-04-012025-06-300001616707w:WorkforceReductionMember2025-01-012025-06-300001616707us-gaap:CashMemberus-gaap:FairValueInputsLevel1Member2026-06-300001616707us-gaap:CashMemberus-gaap:FairValueInputsLevel2Member2026-06-300001616707us-gaap:CashMemberus-gaap:FairValueInputsLevel3Member2026-06-300001616707us-gaap:CashMember2026-06-300001616707us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2026-06-300001616707us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2026-06-300001616707us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2026-06-300001616707us-gaap:CashEquivalentsMember2026-06-300001616707us-gaap:FairValueInputsLevel1Member2026-06-300001616707us-gaap:FairValueInputsLevel2Member2026-06-300001616707us-gaap:FairValueInputsLevel3Member2026-06-300001616707us-gaap:CashMemberus-gaap:FairValueInputsLevel1Member2025-12-310001616707us-gaap:CashMemberus-gaap:FairValueInputsLevel2Member2025-12-310001616707us-gaap:CashMemberus-gaap:FairValueInputsLevel3Member2025-12-310001616707us-gaap:CashMember2025-12-310001616707us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001616707us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001616707us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001616707us-gaap:CashEquivalentsMember2025-12-310001616707us-gaap:FairValueInputsLevel1Member2025-12-310001616707us-gaap:FairValueInputsLevel2Member2025-12-310001616707us-gaap:FairValueInputsLevel3Member2025-12-310001616707us-gaap:RevolvingCreditFacilityMember2026-06-300001616707us-gaap:RevolvingCreditFacilityMember2025-12-310001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2026Member2026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2026Member2025-12-310001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2027Member2026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2027Member2025-12-310001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2025-12-310001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2029Member2026-06-300001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2029Member2025-12-310001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2030Member2026-06-300001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2030Member2025-12-310001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2032Member2026-06-300001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2032Member2025-12-310001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2034Member2026-06-300001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2034Member2025-12-310001616707us-gaap:RevolvingCreditFacilityMemberw:SeniorSecuredRevolvingCreditFacilityMember2026-01-012026-06-300001616707us-gaap:RevolvingCreditFacilityMemberw:SeniorSecuredRevolvingCreditFacilityMember2026-06-300001616707us-gaap:SeniorNotesMemberw:SeniorNoteDue2034Member2026-05-180001616707us-gaap:ConvertibleDebtMember2026-01-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-02-252026-03-040001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-03-040001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-04-012026-04-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-04-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2027Member2026-02-062026-02-060001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-05-140001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-05-142026-05-140001616707us-gaap:ConvertibleDebtMember2026-04-012026-06-300001616707us-gaap:ConvertibleDebtMember2025-04-012025-06-300001616707us-gaap:ConvertibleDebtMember2025-01-012025-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2027Member2026-01-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2026Member2026-01-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:ConvertibleSeniorNote2027CappedCallsMemberus-gaap:CommonClassAMember2026-06-300001616707us-gaap:ConvertibleDebtMemberw:ConvertibleSeniorNote2027CappedCallsMemberus-gaap:CommonClassAMember2026-01-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:ConvertibleSeniorNote2028CappedCallsMemberus-gaap:CommonClassAMember2026-06-300001616707us-gaap:ConvertibleDebtMemberw:ConvertibleSeniorNote2028CappedCallsMemberus-gaap:CommonClassAMember2026-01-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2027Member2026-01-012026-06-300001616707us-gaap:CommonClassBMember2024-10-012026-06-300001616707w:A2020RepurchaseProgramAnd2021RepurchaseProgramMemberus-gaap:CommonClassAMember2026-01-012026-06-300001616707w:A2020RepurchaseProgramAnd2021RepurchaseProgramMemberus-gaap:CommonClassAMember2025-01-012025-06-300001616707w:A2020RepurchaseProgramAnd2021RepurchaseProgramMemberus-gaap:CommonClassAMember2026-04-012026-06-300001616707w:A2020RepurchaseProgramAnd2021RepurchaseProgramMemberus-gaap:CommonClassAMember2025-04-012025-06-300001616707w:A2023PlanMember2023-04-300001616707w:A2023PlanMember2026-05-012026-05-310001616707w:A2023PlanMember2026-06-300001616707us-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2025-09-012025-09-300001616707us-gaap:RestrictedStockUnitsRSUMember2025-12-310001616707us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001616707us-gaap:RestrictedStockUnitsRSUMember2026-06-300001616707us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001616707us-gaap:PerformanceSharesMembersrt:ChiefExecutiveOfficerMember2025-09-300001616707us-gaap:PerformanceSharesMember2026-01-012026-06-300001616707us-gaap:PerformanceSharesMember2025-12-310001616707us-gaap:PerformanceSharesMember2026-06-300001616707us-gaap:CostOfGoodsAndServicesSold2026-04-012026-06-300001616707us-gaap:CostOfGoodsAndServicesSold2025-04-012025-06-300001616707us-gaap:CostOfGoodsAndServicesSold2026-01-012026-06-300001616707us-gaap:CostOfGoodsAndServicesSold2025-01-012025-06-300001616707w:CustomerServiceAndMerchantFees2026-04-012026-06-300001616707w:CustomerServiceAndMerchantFees2025-04-012025-06-300001616707w:CustomerServiceAndMerchantFees2026-01-012026-06-300001616707w:CustomerServiceAndMerchantFees2025-01-012025-06-300001616707w:SellingTechnologyOperationsGeneralAndAdministrativeExpense2026-04-012026-06-300001616707w:SellingTechnologyOperationsGeneralAndAdministrativeExpense2025-04-012025-06-300001616707w:SellingTechnologyOperationsGeneralAndAdministrativeExpense2026-01-012026-06-300001616707w:SellingTechnologyOperationsGeneralAndAdministrativeExpense2025-01-012025-06-300001616707us-gaap:RestrictedStockUnitsRSUMember2026-04-012026-06-300001616707us-gaap:RestrictedStockUnitsRSUMember2025-04-012025-06-300001616707us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001616707us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001616707us-gaap:PerformanceSharesMember2026-04-012026-06-300001616707us-gaap:PerformanceSharesMember2025-04-012025-06-300001616707us-gaap:PerformanceSharesMember2026-01-012026-06-300001616707us-gaap:PerformanceSharesMember2025-01-012025-06-300001616707us-gaap:ConvertibleDebtSecuritiesMember2026-04-012026-06-300001616707us-gaap:ConvertibleDebtSecuritiesMember2025-04-012025-06-300001616707us-gaap:ConvertibleDebtSecuritiesMember2026-01-012026-06-300001616707us-gaap:ConvertibleDebtSecuritiesMember2025-01-012025-06-300001616707w:USSegmentMember2026-04-012026-06-300001616707w:InternationalSegmentMember2026-04-012026-06-300001616707w:USSegmentMember2025-04-012025-06-300001616707w:InternationalSegmentMember2025-04-012025-06-300001616707w:USSegmentMember2026-01-012026-06-300001616707w:InternationalSegmentMember2026-01-012026-06-300001616707w:USSegmentMember2025-01-012025-06-300001616707w:InternationalSegmentMember2025-01-012025-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-01-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2028Member2026-04-012026-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2025Member2025-01-012025-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2025Member2025-04-012025-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2026Member2025-01-012025-06-300001616707us-gaap:ConvertibleDebtMemberw:SeniorNoteDue2026Member2025-04-012025-06-300001616707us-gaap:OperatingSegmentsMemberw:USSegmentMember2026-06-300001616707us-gaap:OperatingSegmentsMemberw:USSegmentMember2025-12-310001616707us-gaap:OperatingSegmentsMemberw:InternationalSegmentMember2026-06-300001616707us-gaap:OperatingSegmentsMemberw:InternationalSegmentMember2025-12-310001616707us-gaap:MaterialReconcilingItemsMember2026-06-300001616707us-gaap:MaterialReconcilingItemsMember2025-12-310001616707us-gaap:CorporateMember2026-06-300001616707us-gaap:CorporateMember2025-12-310001616707w:StevenConineMemberw:StevenConineTerminatedMay2026PlanMember2026-04-012026-06-300001616707w:StevenConineMemberw:StevenConineTerminatedMay2026PlanMember2026-06-300001616707w:NirajShahMemberw:NirajShahTerminatedMay2026PlanMember2026-04-012026-06-300001616707w:NirajShahMemberw:NirajShahTerminatedMay2026PlanMember2026-06-300001616707w:StevenConineMemberw:StevenConineAdoptedMay2026PlanMember2026-04-012026-06-300001616707w:StevenConineMemberw:StevenConineAdoptedMay2026PlanMember2026-06-300001616707w:NirajShahMemberw:NirajShahAdoptedMay2026PlanMember2026-04-012026-06-300001616707w:NirajShahMemberw:NirajShahAdoptedMay2026PlanMember2026-06-300001616707w:FionaTanMember2026-04-012026-06-300001616707w:FionaTanMember2026-06-300001616707w:JonathanBlotnerMember2026-04-012026-06-300001616707w:JonathanBlotnerMember2026-06-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to     
Commission File Number: 001-36666
Wayfair Inc.
(Exact name of registrant as specified in its charter)
Delaware36-4791999
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification Number)
4 Copley Place Boston,MA02116
(Address of principal executive offices)(Zip Code)
(617) 532-6100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par valueWThe New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer
 ☒
Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒
ClassOutstanding at July 28, 2026
Class A Common Stock, $0.001 par value per share 115,990,166
Class B Common Stock, $0.001 par value per share20,977,904






WAYFAIR INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period Ended June 30, 2026
Page
1
1
1
2
3
4
6
8
22
42
42
42
42
43
43
44
45
46




PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
WAYFAIR INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,December 31,
20262025
(in millions, except share and per share data)
Assets:
Current assets
Cash and cash equivalents$1,065 $1,476 
Short-term investments78 66 
Accounts receivable, net184 132 
Inventories84 71 
Prepaid expenses and other current assets274 256 
Total current assets1,685 2,001 
Operating lease right-of-use assets722 862 
Property and equipment, net512 516 
Other non-current assets59 61 
Total assets$2,978 $3,440 
Liabilities and Stockholders' Deficit:
Current liabilities
Accounts payable$1,317 $1,202 
Other current liabilities951 927 
Total current liabilities2,268 2,129 
Long-term debt2,797 3,233 
Operating lease liabilities, net of current680 835 
Other non-current liabilities21 25 
Total liabilities5,766 6,222 
Commitments and contingencies (Note 5)
Stockholders' deficit:
Convertible preferred stock, $0.001 par value per share: 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 capital2,166 2,073 
Accumulated deficit(4,929)(4,823)
Accumulated other comprehensive loss(25)(32)
Total stockholders' deficit(2,788)(2,782)
Total liabilities and stockholders' deficit$2,978 $3,440 
See notes to unaudited condensed consolidated financial statements.
1
WAYFAIR INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except per share data)
Net revenue$3,519 $3,273 $6,450 $6,003 
Cost of goods sold2,465 2,289 4,516 4,182 
Gross profit1,054 984 1,934 1,821 
Operating expenses:
Customer service and merchant fees128 121 242 228 
Advertising392 372 721 716 
Selling, operations, technology, general and administrative428 465 852 894 
Impairment and other related net charges2 — 2 23 
Restructuring and other charges, net
— 9 24 65 
Total operating expenses950 967 1,841 1,926 
Income (loss) from operations104 17 93 (105)
Interest expense, net(39)(29)(78)(52)
Other (expense) income, net(4)23 (15)33 
(Loss) gain on debt extinguishment(59)6 (102)31 
Income (loss) before income taxes2 17 (102)(93)
Provision for income taxes, net3 2 4 5 
Net (loss) income$(1)$15 $(106)$(98)
(Loss) earnings per share
Basic$(0.01)$0.11 $(0.81)$(0.77)
Diluted$(0.01)$0.11 $(0.81)$(0.77)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:
Basic132 128 131 127 
Diluted132 129 131 127 

See notes to unaudited condensed consolidated financial statements.





2
WAYFAIR INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions)
Net (loss) income$(1)$15 $(106)$(98)
Other comprehensive income (loss):
Foreign currency translation adjustments3 (25)7 (36)
Comprehensive income (loss)$2 $(10)$(99)$(134)

See notes to unaudited condensed consolidated financial statements.






3
WAYFAIR INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)

Three Months Ended
Class A and Class B Common Stock
SharesAmountAdditional
Paid-In
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
(Loss) Income		Total
Stockholders'
Deficit
(in millions)
Balance at March 31, 2025127 $— $1,821 $(4,623)$(7)$(2,809)
Net income— — — 15 — 15 
Other comprehensive loss— — — — (25)(25)
Issuance of common stock upon vesting of RSUs1 — — — — — 
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, 2026132 $— $2,114 $(4,928)$(28)$(2,842)
Net loss— — — (1)— (1)
Other comprehensive income— — — — 3 3 
Issuance of common stock upon vesting of RSUs1 — — — — — 
Shares withheld for employee taxes(1)— (19)— — (19)
Equity-based compensation— — 74 — — 74 
Settlement of convertible senior notes4 — (3)— — (3)
Balance at June 30, 2026
136 $— $2,166 $(4,929)$(25)$(2,788)

See notes to unaudited condensed consolidated financial statements.
4
WAYFAIR INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)

Six Months Ended
Class A and Class B Common Stock
SharesAmountAdditional
Paid-In
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Stockholders'
Deficit
(in millions)
Balance at December 31, 2024
125 $— $1,751 $(4,510)$4 $(2,755)
Net loss— — — (98)— (98)
Other comprehensive loss— — — — (36)(36)
Issuance of common stock upon vesting of RSUs3 — — — — — 
Shares withheld for employee taxes— — (9)— — (9)
Equity-based compensation— — 179 — — 179 
Balance at June 30, 2025
128 $— $1,921 $(4,608)$(32)$(2,719)
Balance at December 31, 2025
130 $— $2,073 $(4,823)$(32)$(2,782)
Net loss— — — (106)— (106)
Other comprehensive income— — — — 7 7 
Issuance of common stock upon vesting of RSUs2 — — — — — 
Shares withheld for employee taxes(1)— (48)— — (48)
Equity-based compensation— — 145 — — 145 
Settlement of convertible senior notes5 — (4)— — (4)
Balance at June 30, 2026
136 $— $2,166 $(4,929)$(25)$(2,788)

See notes to unaudited condensed consolidated financial statements.





















5
WAYFAIR INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
20262025
(in millions)
Cash flows from operating activities:
Net loss$(106)$(98)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization131 159 
Equity-based compensation expense136 164 
Amortization of debt discount and issuance costs4 5 
Impairment and other related net charges2 23 
Loss (gain) on debt extinguishment102 (31)
Other non-cash adjustments(15)32 
Changes in operating assets and liabilities:
Accounts receivable, net(52)49 
Inventories(12)(11)
Prepaid expenses and other assets(21)21 
Accounts payable and other liabilities139 (136)
Net cash provided by operating activities308 177 
Cash flows for investing activities:
Purchase of short- and long-term investments(43)(55)
Sale and maturities of short- and long-term investments31 58 
Purchase of property and equipment(51)(18)
Site and software development costs(62)(68)
Net cash used in investing activities(125)(83)
Cash flows for financing activities:
Proceeds from issuance of debt, net of issuance costs395 691 
Payments to extinguish debt(245)(742)
Settlement of long-term debt(701)— 
Payments of taxes related to net share settlement of equity awards(48)(9)
Net cash used in financing activities(599)(60)
Effect of exchange rate changes on cash and cash equivalents5 (28)
Net (decrease) increase in cash, cash equivalents and restricted cash(411)6 
Cash, cash equivalents and restricted cash
Beginning of period
$1,476 $1,320 
End of period
$1,065 $1,326 
See notes to unaudited condensed consolidated financial statements.


6
WAYFAIR INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
20262025
(in millions)
Supplemental cash flow information:
Cash paid for interest on long-term debt$98 $59 
Purchase of property and equipment included in accounts payable and other liabilities$11 $17 
Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets
Cash and cash equivalents$1,065 $1,326 
Total cash, cash equivalents and restricted cash $1,065 $1,326 

See notes to unaudited condensed consolidated financial statements.
































7
Wayfair Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q are those of Wayfair Inc. and its wholly-owned subsidiaries. Unless the context indicates otherwise, “Wayfair,” “the Company” or similar terms refer to Wayfair Inc. and its subsidiaries. In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2026 or future periods.
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 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
Wayfair adopted ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, on January 1, 2026 prospectively. The amendment clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendment did not have a material impact on the Company’s results of operations, financial condition, or cash flows.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to the financial statements. The amendment is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software, and clarifies the threshold that entities apply to begin capitalizing costs. The amendment is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. The amendment can be applied on a fully prospective basis, a modified basis for in-process projects, or on a retrospective basis. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU amends Topic 270, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. Additionally, the amendment requires entities to disclose events since the end of the last annual reporting period that had a material impact on the entity. The amendment is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its consolidated financial statements.
8
2. Supplemental Financial Statement Disclosures
Accounts Receivable, Net
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 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 $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.
Leases
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 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.
Income Tax
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 and six months ended June 30, 2026.

9
3. Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements
Investments
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 and six months ended June 30, 2026, Wayfair recorded $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
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:
Investment securities$78 $— $— $78 
Total$78 $— $— $78 
    
December 31, 2025
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:
Investment securities$66 $— $— $66 
Total$66 $— $— $66 
Fair Value Measurements
Wayfair's financial assets and liabilities are measured at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The three levels of inputs used to measure fair value are as follows:
▪Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities
▪Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full-term of the asset or liability
▪Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability
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 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. Wayfair classifies short-term investments within Level 2 because unadjusted quoted prices for identical or similar assets in markets are not active. Wayfair does not have assets that are classified as Level 3.
10
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 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:
Cash$428 $— $— $428 
Cash equivalents637 — — 637 
Total cash and cash equivalents(1)
1,065 — — 1,065 
Short-term investments:
Investment securities— 78 — 78 
Total$1,065 $78 $— $1,143 
(1) Cash and cash equivalents are included in the tables above; however, they are not measured at fair value on a recurring basis, and their carrying amounts approximate fair value.
December 31, 2025
Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:
Cash$617 $— $— $617 
Cash equivalents859 — — 859 
Total cash and cash equivalents1,476 — — 1,476 
Short-term investments:
Investment securities— 66 — 66 
Total$1,476 $66 $— $1,542 

4. Debt and Other Financing
The following table presents the outstanding principal amount and carrying value of debt and other financing:
June 30, 2026December 31, 2025
Debt InstrumentPrincipal AmountUnamortized Debt DiscountNet Carrying AmountPrincipal AmountUnamortized Debt DiscountNet Carrying Amount
(in millions)
Revolving Credit Facility$— $— 
2026 Notes39 — 39 39 — 39 
2027 Notes229 (2)227 480 (3)477 
2028 Notes— — — 589 (6)583 
2029 Secured Notes800 (10)790 800 (11)789 
2030 Secured Notes700 (7)693 700 (8)692 
2032 Secured Notes700 (8)692 700(8)692 
2034 Secured Notes400 (5)395 — — — 
Total Debt$2,836 $3,272 
Short-term debt (1)
39 39 
Long-term debt$2,797 $3,233 
11
(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 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” 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
•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
Wayfair has a five-year senior secured revolving credit facility (the “Revolver”), which matures on March 13, 2030, and provides for revolving loans in an aggregate amount of $500 million. Under the Revolver, Wayfair may, from time to time, request letters of credit, which reduce the availability of credit 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:
Senior Secured NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2029 Secured NotesOctober 31, 20297.250%7.5%April 15 and October 15
2030 Secured NotesSeptember 15, 20307.750%7.9%March 15 and September 15
2032 Secured NotesNovember 15, 20326.750%6.8%May 15 and November 15
2034 Secured NotesMay 31, 20347.125%7.2%May 15 and November 15
Convertible Notes
The following table summarizes certain terms related to the Company’s current outstanding Convertible Notes:
Convertible NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2026 NotesAugust 15, 20261.000%1.2%February 15 and August 15
2027 NotesSeptember 15, 20273.250%3.6%March 15 and September 15
12
Conversion and Redemption Terms of the Notes
Wayfair's Convertible Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Convertible Notes’ initial conversion terms are summarized below:
Convertible NotesMaturity DateFree Convertibility DateInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceRedemption Date
2026 NotesAugust 15, 2026May 15, 20266.7349$148.48August 20, 2023
2027 NotesSeptember 15, 2027June 15, 202715.7597$63.45September 20, 2025
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.
Wayfair will settle any conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or a combination thereof, with the form of consideration determined at Wayfair’s election. The holders of the Convertible Notes may convert all or a portion of such Notes prior to certain specified dates (each, a “Free Convertibility Date”) under the following circumstances (in each case, as applicable to each series of Convertible Notes):
•during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Wayfair’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five-business day period after any ten consecutive trading day period (the “measurement period") in which the trading price (as defined in the applicable indenture) per $1,000 principal amount of the notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Wayfair’s Class A common stock and the conversion rate on each such trading day;
•if Wayfair calls the notes for redemption, at any time prior to 5:00 p.m. (New York City time) (“the close of business”) on the second scheduled trading day immediately preceding the redemption date; and
•upon the occurrence of specified corporate events (as set forth in the applicable indenture).
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 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. Holders of the Convertible Notes who convert their respective Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the applicable indenture) may be entitled to a premium in the form of an increase in the conversion rate of the respective Notes.
Wayfair may not redeem the Convertible Notes prior to certain dates (the “Redemption Date”). On or after the applicable Redemption Date, Wayfair may redeem for cash all or part of the applicable series of the Convertible Notes if the last reported sale price of Wayfair’s Class A common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which Wayfair provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which Wayfair provides notice of the redemption. 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.
Partial Extinguishment of Convertible Notes
13
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.
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
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 “2027 Notes Redemption Date”). Holders of the 2027 Notes elected to convert $250 million in aggregate principal amount prior to the 2027 Notes 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.
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 outstanding 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 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 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 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 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.
Capped Calls
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”). The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Convertible Notes are converted, repurchased or redeemed prior to such date.
14
Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price of Wayfair’s Class A common stock on the date the corresponding Convertible Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements. Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.
The initial terms for the Capped Calls are presented below:
Capped CallsMaturity DateInitial Cap PriceCap Price Premium
2027 Capped CallsSeptember 15, 2027$97.62100%
2028 Capped CallsNovember 15, 2028$73.28100%
The Capped Calls are separate transactions from the Convertible Notes, are not subject to the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Similarly, holders of the Convertible Notes do not have any rights with respect to the Capped Calls. The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to Wayfair's stock and meet the requirements to be classified in equity. The premiums paid for the Capped Calls were included as a net reduction to additional paid-in capital within stockholders’ deficit when they were entered.
5. Commitments and Contingencies
Legal Matters
From time to time, Wayfair is involved in litigation matters and other legal claims that arise during the ordinary course of business. The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. As a result, it is at least reasonably possible that any such estimate could change and the effect of the potential change could be material. The Company does not record a gain contingency until the period in which the contingency is resolved and the gain is realizable or realized.
Litigation and legal claims are inherently unpredictable and claims cannot be predicted with certainty. An unfavorable resolution of any such matter could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations. Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear. However, as of the date of this report, Wayfair does not believe that the outcome of any current legal matters will have a material adverse effect on Wayfair’s results of operations or financial condition.
6. Stockholders’ Deficit
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 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.
7. Equity-Based Compensation
In April 2023, Wayfair’s stockholders approved the 2023 Incentive Award Plan (the “2023 Plan”) to replace Wayfair’s 2014 Incentive Award Plan, as amended (the “2014 Plan” and, together with the 2023 Plan, the “Incentive Plans”). The Incentive Plans were adopted by the board of directors (the “Board”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), performance awards and stock payments.
15
Since April 2025, Wayfair primarily withholds shares of Class A common stock upon vesting of RSUs to cover necessary tax withholding obligations as permitted by the 2023 Plan. The value of the withheld shares is classified as a reduction to common stock and additional paid-in capital. Shares subject to awards that are forfeited, expire or are otherwise terminated without shares being issued, or shares withheld to satisfy tax withholding obligations, will be returned to the pool of shares available for grant and issuance under the 2023 Plan.
Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants. 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 six months ended June 30, 2026:
SharesWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2025
819,645 $94.73 
RSUs granted3,747,823 $67.32 
RSUs vested (1)
(1,330,330)$87.95 
RSUs forfeited/canceled(74,525)$64.46 
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 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,
20262025
Weighted average grant date fair value of RSUs$67.32 $41.65 
Total fair value of vested RSUs (in millions)$117 $165 
Intrinsic value of RSUs vested (in millions)$121 $125 
As of June 30, 2026, the aggregate intrinsic value of unvested RSUs was $292 million.
16
Performance Stock Units with Market-Based Conditions
In September 2025, under the 2023 Plan, the Company granted 5,000,000 PSUs to the Company’s Chief Executive Officer (the “CEO Award”). The CEO Award consists of six tranches of PSUs over specified performance periods that each vest based upon the satisfaction of both: (i) the CEO’s continued employment as CEO through the applicable vesting date, and (ii) the achievement of certain stock price hurdles. If the stock price hurdle for a particular tranche of PSUs is not met during the applicable performance period for such tranche, or if the CEO’s service is terminated before achieving such stock price hurdle, no portion of that tranche will vest.
The estimated fair value and derived service period for awards with market conditions are calculated using a Monte Carlo simulation. Expected volatility assumptions applied within the valuation model are derived from the market-based implied volatility levels of the Company’s options at the time of grant. The expected volatility used to estimate the fair value of the CEO Award was 60%.
The following table summarizes activity for the six months ended June 30, 2026:
SharesWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2025
5,000,000 $56.11 
PSUs granted— — 
PSUs vested— — 
PSUs forfeited/cancelled— — 
Unvested at June 30, 2026
5,000,000 $56.11 
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 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,
2026202520262025
(in millions)
Cost of goods sold$2 $2 $3 $4 
Customer service and merchant fees3 4 5 7 
Selling, operations, technology, general and administrative64 94 128 153 
Total equity-based compensation expense$69 $100 $136 $164 
Equity-based compensation costs capitalized as software costs were $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.

17
8. (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. Basic earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period plus, if dilutive, common stock equivalents outstanding during the period and stock issuable upon conversion of the convertible debt instruments. Wayfair's common stock equivalents consist of shares issuable upon the release of restricted stock units and performance stock units. The dilutive effect of these common stock equivalents is reflected in diluted earnings or loss per share by application of the treasury stock method. The dilutive effect of shares issuable upon conversion of the convertible debt instruments are included in the calculation of diluted earnings or loss per share under the if-converted method.
For periods in which Wayfair has reported net losses, diluted loss per share is the same as basic loss per share, as the effects of common stock equivalents outstanding and shares issuable upon conversion of convertible debt instruments are antidilutive and therefore excluded from the calculation of diluted loss per share.
Wayfair allocates undistributed earnings between the classes on a one-to-one basis when computing earnings or loss per share. 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) earnings per share:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except per share data)
Numerator:
Numerator for basic and diluted (loss) earnings per share - net (loss) income
$(1)$15 $(106)$(98)
Denominator:
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) earnings per share were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions)
Unvested restricted stock units3 3 3 3 
Unvested performance stock units5 — 5 — 
Shares related to convertible debt instruments427 4 27 
Total12 30 12 30 
18
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. The Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Convertible Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Convertible Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Convertible Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price.
For more information on the structure of the Notes and the Capped Calls, see Note 4, Debt and Other Financing.
9. Segment and Geographic Information
Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Wayfair’s CODM is its Chief Executive Officer. 
Wayfair's operating and reportable segments are the U.S. and International. These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA. Adjusted EBITDA is defined as net income or loss before 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. These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance. The CODM uses Adjusted EBITDA to assess segment performance by comparing actual results versus forecasted, as well as historical financial information, while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of Wayfair’s Annual Report on Form 10-K for the year ended December 31, 2025. Wayfair allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative expenses based on the usage and relative contribution provided to the segments. It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related net charges and restructuring and other charges, net, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit for income taxes, net. There are no net revenue transactions between Wayfair's reportable segments.
U.S.
The U.S. segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S., together with product sales from Wayfair’s U.S. physical retail stores.
International
The International segment primarily consists of amounts earned through product sales through Wayfair's international sites.
Net revenue from external customers for each group of similar products and services are not reported to the CODM. Separate identification of this information for purposes of segment disclosure is impractical, as it is not readily available and the cost to develop it would be excessive. No individual country outside the U.S. provided greater than 10% of consolidated net revenue.
19
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 June 30,
20262025
(in millions)
U.S.InternationalTotalU.S.InternationalTotal
Net revenue$3,125 $394 $3,519 $2,874 $399 $3,273 
Less:
Cost of goods sold (1)
2,147 308 2,455 1,971 305 2,276 
Advertising348 44 392 326 46 372 
Other segment items (2)
369 61 430 353 67 420 
Adjusted EBITDA$261 $(19)$242 $224 $(19)$205 
Less: reconciling items (3)
243 190 
Net (loss) income$(1)$15 
Six Months Ended June 30,
20262025
(in millions)
U.S.InternationalTotalU.S.InternationalTotal
Net revenue$5,737$713 $6,450$5,303$700 $6,003
Less:
Cost of goods sold (1)
3,958537 4,4953,657498 4,155
Advertising64279 72163284 716 
Other segment items (2)
715126 841695126 821 
Adjusted EBITDA$422$(29)$393$319$(8)$311
Less: reconciling items (3)
499 409 
Net loss$(106)$(98)
(1)
Cost of goods sold excludes costs that are excluded from Wayfair's evaluation of segment performance. Excluded from Wayfair's evaluation of segment performance and from cost of goods sold are depreciation and amortization and equity-based compensation and related taxes.
(2)
Other segment items include customer service and merchant fees and selling, operations, technology, general and administrative, and exclude any costs that are excluded from Wayfair's evaluation of segment performance. 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) income:
20
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions)
Depreciation and amortization$64 $78 $131 $159 
Equity-based compensation and related taxes72 101 143 169 
Interest expense, net39 29 78 52 
Other expense (income), net4 (23)15 (33)
Provision for income taxes, net3 2 4 5 
Other:
Impairment and other related net charges (a)
2 — 2 23
Restructuring and other charges, net (b)
— 9 24 65 
Loss (gain) on debt extinguishment, net (c)
59 (6)102 (31)
Total reconciling items$243 $190 $499 $409 
(a)
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.
(b)
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. 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 $46 million related to the Germany Restructuring and $19 million related to the March 2025 workforce reduction. Wayfair does not expect to incur any further material charges related to this workforce reduction.
(c)
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:
June 30,
2026		December 31,
2025
(in millions)
Geographic long-lived assets:
U.S.$601 $695 
International251 273 
Total reportable segment long-lived assets852 968 
Plus: reconciling corporate long-lived assets382 410 
Total long-lived assets$1,234 $1,378 
U.S. and International long-lived assets consist of property and equipment, net and operating lease ROU assets. Corporate long-lived assets consist of property and equipment, net, including capitalized internal-use software and website development costs, and operating lease ROU assets at corporate facilities.
21
The following table presents total assets attributable to Wayfair's reportable segments reconciled to consolidated amounts:
June 30,
2026		December 31,
2025
(in millions)
Assets by segment:
U.S.$1,092 $1,107 
International302 319 
Total reportable segment assets1,394 1,426 
Plus: reconciling corporate assets1,584 2,014 
Total assets$2,978 $3,440 
U.S. and International segment assets consist primarily of accounts receivable, net, inventories, prepaid expenses and other current assets, property and equipment, net and operating lease ROU assets. Corporate assets include cash and cash equivalents, short-term investments, long-lived assets at corporate facilities, capitalized internal-use software and website development costs and other non-current assets.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward looking statements, including statements regarding our investment plans and anticipated returns on those investments; our plans for growth, including customer and revenue growth and growth rates; our future results of operations and financial position; available liquidity and access to financing sources; performance across our brands and segments; anticipated cost-cutting and liability and dilution management exercises and the expected results of such exercises; our business strategy; anticipated benefits of our strategic initiatives; plans and objectives of management for future operations, including regarding our physical retail stores and omni-channel strategy; investment in our logistics network; consumer activity and behaviors; developments in our technology and systems, including our use of artificial intelligence and machine learning technologies and the anticipated results of those developments; and the impact of macroeconomic events, including interest rates, tariffs and inflation, and our response to such events. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts” or “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 Wayfair’s forward-looking statements, including our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise.
22
Factors that could cause or contribute to differences in our future results include, without limitation, the following:
•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;
•risks relating to achieving the anticipated benefits of strategic initiatives and investments in our technology and systems, including generative AI
•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;
•our ability to curate, market, grow and maintain strong brands and to grow our customer base;
•our ability to manage our growth initiatives;
•our ability to expand our business and compete successfully;
•disruptions, capacity constraints or inefficiencies in our information systems network, or any potential cybersecurity incident;
•geopolitical events, natural disasters, public health emergencies, civil disturbances and terrorist attacks; and
•developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith.
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 other filings with the Securities and Exchange Commission, including those set forth under Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. We qualify all of our forward-looking statements by these cautionary statements.
Overview
Wayfair is the destination for all things home. Through our omni-channel strategy, we offer visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over 40 million products from approximately 20 thousand suppliers.
We believe an increasing portion of the dollars spent on home goods will be spent online and that there is an opportunity to acquire more market share. Our business model is designed to grow our net revenue by acquiring new customers as well as stimulating repeat purchases from our existing customers. Through increasing brand awareness as well as paid and unpaid advertising, we attract new and repeat customers to our family of sites. We aim to turn these customers into recurring shoppers by creating a seamless shopping experience across their entire journey — offering best-in-class product discovery, purchasing, fulfillment and customer service. We complement our e-commerce experience with a growing physical retail presence, designed to strengthen our brands, deepen customer engagement, and enhance the end-to-end shopping experience
During the three months ended June 30, 2026, net revenue increased by 7.5% compared to the same period in 2025. As of June 30, 2026, we had 22 million active customers and during the three months ended June 30, 2026, 80.2% of orders came from repeat buyers. The increased sales represents our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers. We also continued to manage our advertising spend according to a return on investment-oriented approach that carefully tracks and monitors the results of advertising campaigns as we seek to maintain appropriate return targets.
Global Considerations
Starting in early 2025, the U.S. government announced changes to U.S. trade policy affecting imported goods. Multiple nations have announced tariffs and other actions in response. While some trade deals have been reached and trade negotiations are
23
ongoing, overall the global trade environment remains fluid and highly uncertain. Despite this uncertainty, we believe the structural characteristics of our retail platform position us to capture incremental market share within a category, home goods, that is largely unbranded and highly substitutable. We have and will continue to partner with our suppliers to help them strategize and deliver value for our customers.
We continue to closely monitor additional macroeconomic conditions, including, but not limited to, general economic instability, changes in tax laws or regulations or other governmental actions or policies, sustained higher interest rates and inflationary pressures on our business, results of operations and financial results. These types of developments have and may continue to negatively impact global economic activity and consumer behavior, which have and may continue to adversely affect our business and our results of operations. As our customers react to these global economic conditions, we may take precautionary measures to limit or delay expenditures and preserve capital and liquidity.
While it is difficult to quantify and predict the impacts on our business of these global and domestic economic events, including fluctuating interest rates, inflationary pressures and changes in global trade policy, and to predict consumer spending in the near term, we believe the long-term opportunity we see for shopping for the home online remains unchanged.
We will continue to monitor economic conditions as we work to manage our business to meet the evolving needs of our customers, employees, suppliers, partners, stockholders and communities.
Factors Affecting our Performance
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025.

Key Financial Statement and Operating Metrics
We measure our business using the key financial statement, operating metrics and non-GAAP financial measures that are reflected in the below table. See “Non-GAAP Financial Measures” below for more information regarding our use of Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share and a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure that is prepared in accordance with accounting principles generally accepted in the United States of America or “GAAP.”
Our Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share are measured on a consolidated basis, while our Adjusted EBITDA and Adjusted EBITDA Margin is measured on a consolidated and reportable segment basis. All other key financial statement and operating metrics are derived and reported from our consolidated net revenue.
24
We use the following metrics to assess the performance of our overall business:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except LTM net revenue per active customer, average order value and per share data)
Key Financial Statement Metrics:
Net revenue$3,519 $3,273 $6,450 $6,003 
Gross profit$1,054 $984 $1,934 $1,821 
Income (loss) from operations$104 $17 $93 $(105)
Net (loss) income$(1)$15 $(106)$(98)
(Loss) earnings per share
Basic$(0.01)$0.11 $(0.81)$(0.77)
Diluted$(0.01)$0.11 $(0.81)$(0.77)
Net cash provided by operating activities$360 $273 $308 $177 
Key Operating Metrics:
Active customers (1)
21.7 21.0 21.7 21.0 
LTM net revenue per active customer (2)
$596 $572 $596 $572 
Orders delivered (3)
10.6 10.0 20.0 19.1 
Average order value (4)
$332 $328 $322 $315 
Non-GAAP Financial Measures:
Adjusted Gross Profit$1,056 $986 $1,937 $1,825 
Contribution Profit$539 $497 $979 $888 
Adjusted EBITDA$242 $205 $393 $311 
Free Cash Flow$301 $230 $195 $91 
Adjusted Diluted Earnings per Share$0.95 $0.87 $1.22 $1.02 
(1) The number of active customers represents the total number of individual customers who have purchased at least once directly from our sites during the preceding twelve-month period. The change in active customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the last twelve months. We view the number of active customers as a key indicator of our growth.
(2) Last twelve months (“LTM”) net revenue per active customer represents our total net revenue in the last twelve months divided by our total number of active customers for the same preceding twelve-month period. We view LTM net revenue per active customer as a key indicator of our customers’ purchasing patterns, including their initial and repeat purchase behavior.
(3) Orders delivered represent the total orders delivered in any period, inclusive of orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available; in those cases, we estimate delivery dates using historical data. We recognize net revenue when an order is delivered, and therefore orders delivered, together with average order value, is an indicator of the net revenue we expect to recognize for the period. We view orders delivered as a key indicator of our growth.
(4) We define average order value as total net revenue in a given period divided by the orders delivered in that period. We view average order value as a key indicator of the mix of products on our sites, the mix of offers and promotions and the purchasing behavior of our customers.
25
Results of Consolidated Operations
Comparison of the three months ended June 30, 2026 and 2025
Net revenue
During the three months ended June 30, 2026, net revenue increased by $246 million, or 7.5%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers. The increase in net revenue is due primarily to higher order volume in addition to higher average order value, compared to the same period in 2025.
During the three months ended June 30, 2026, our U.S. net revenue increased by 8.7% compared to the same period in 2025. During the three months ended June 30, 2026, our International net revenue decreased by 1.3% compared to the same period in 2025. During the three months ended June 30, 2026, International Net Revenue Constant Currency Growth was (2.0)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).
Three Months Ended June 30,
20262025% Change
(in millions)
U.S. net revenue$3,125 $2,874 8.7 %
International net revenue394 399 (1.3)%
Net revenue$3,519 $3,273 7.5 %
For more information on our segments, see Note 9, Segment and Geographic Information, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q.
Cost of goods sold
Cost of goods sold is sensitive to many factors, including quarter-to-quarter variability in product mix, pricing strategies, changes in wholesale, shipping and fulfillment costs, including associated applicable customs duties and fees earned for supplier services rendered. During the three months ended June 30, 2026, cost of goods sold increased by $176 million, or 7.7%, compared to the same period in 2025. The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2025.
As a percentage of net revenue, cost of goods sold increased to 70.0% for the three months ended June 30, 2026 compared to 69.9% in the same period in 2025, due to investments in the customer experience, partially offset by the growth of our supplier services.

Three Months Ended June 30,
20262025% Change
(in millions)
Cost of goods sold$2,465$2,2897.7 %
As a percentage of net revenue70.0 %69.9 %
26
Operating expenses
Operating expenses consist of customer service and merchant fees; advertising; selling, operations, technology, general and administrative expenses; impairment and other related net charges and restructuring and other charges, net. We disclose separately the equity-based compensation and related taxes that are included in customer service and merchant fees and selling, operations, technology, general and administrative expenses.
Three Months Ended June 30,
20262025% Change
(in millions)
Customer service and merchant fees (1)
$128 $121 5.8 %
Advertising392 372 5.4 %
Selling, operations, technology, general and administrative (1)
428 465 (8.0)%
Impairment and other related net charges2 — 100.0 %
Restructuring and other charges, net— 9 (100.0)%
Total operating expenses$950 $967 (1.8)%
As a percentage of net revenue:
Customer service and merchant fees (1)
3.6 %3.7 %
Advertising11.1 %11.4 %
Selling, operations, technology, general and administrative (1)
12.2 %14.2 %
Impairment and other related net charges0.1 %— %
Restructuring and other charges, net
— %0.3 %
27.0 %29.6 %
(1) Includes equity-based compensation and related taxes as follows:
Three Months Ended June 30,
20262025
(in millions)
Customer service and merchant fees$3 $4 
Selling, operations, technology, general and administrative$67 $95 
During the three months ended June 30, 2026, equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $29 million, or 29.3%, compared to the same period in 2025, due to variability in our stock price on the grant dates of the restricted stock units granted during the three months ended June 30, 2025, partially offset by the expense recognized during the three months ended June 30, 2026 related to the PSUs.
The following table summarizes operating expenses as a percentage of net revenue, excluding equity-based compensation and related taxes:
Three Months Ended June 30,
20262025
Customer service and merchant fees3.6 %3.6 %
Selling, operations, technology, general and administrative10.3 %11.3 %
Customer Service and Merchant Fees
During the three months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $8 million, or 6.8%, compared to the same period in 2025. The increase in customer service and merchant fees is due primarily to increased net revenue.
27
As a percentage of net revenue, total customer service and merchant fees decreased to 3.6% for the three months ended June 30, 2026 compared to 3.7% in the same period in 2025 due to increased net revenue and decreased compensation costs.
Advertising
During the three months ended June 30, 2026, advertising expenses increased by $20 million, or 5.4%, compared to the same period in 2025. The increase reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.
As a percentage of net revenue, advertising expenses decreased to 11.1% for the three months ended June 30, 2026 compared to 11.4% in the same period in 2025 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.
Selling, operations, technology, general and administrative
During the three months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $9 million, or 2.4%, compared to the same period in 2025. The decrease is due primarily to amortization expenses and capitalized labor costs, partially offset by increases in technology spend.
As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 12.2% for the three months ended June 30, 2026, compared to 14.2% in the same period in 2025, primarily due to decreased compensation costs and increased net revenue.
Impairment and other related net charges
During the three months ended June 30, 2026, impairment and other related charges increased by $2 million, or 100.0%, compared to the same period in 2025. The increase is due to the exit of a customer service center in the U.S. No impairment charges were recorded during the three months ended June 30, 2025.
Restructuring and other charges, net
During the three months ended June 30, 2026, restructuring and other charges, net decreased by $9 million, or 100.0%, compared to the same period in 2025. As a percentage of net revenue, restructuring and other charges, net decreased by 0.30% compared to the same period in 2025.
During the three months ended June 30, 2026, we incurred no charges related to restructuring and other charges, net. During the three months ended June 30, 2025, we incurred $9 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $6 million related to the Germany Restructuring and $3 million related to the March 2025 workforce reduction.
Interest expense, net
During the three months ended June 30, 2026, interest expense, net increased by $10 million compared to the same period in 2025, primarily driven by the issuances of the 2032 Secured Notes in November 2025 and of the 2034 Secured Notes in May 2026, partially offset by redemptions of the 2027 Notes in March 2026 and all of the 2028 Notes in June 2026.
Three Months Ended June 30,
20262025% Change
(in millions)
Interest expense, net$(39)$(29)34.5 %
Other (expense) income, net
During the three months ended June 30, 2026, we incurred $4 million of other (expense), net primarily driven by foreign currency translation losses. During the three months ended June 30, 2025, we recognized $23 million of other (expense) income, net, primarily attributable to fluctuations between the U.S. Dollar and the Canadian Dollar. Included in other (expense) income, net are changes in foreign currency transaction gains and losses and long-term investment income or losses.
28
Three Months Ended June 30,
20262025% Change
(in millions)
Other (expense) income, net$(4)$23 NM
Loss on debt extinguishment
During the three months ended June 30, 2026, loss on debt extinguishment increased by $65 million compared to the same period in 2025.
During the three months ended June 30, 2026, we 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 $89 million.
Refer to Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information.
Three Months Ended June 30,
20262025% Change
(in millions)
(Loss) gain on debt extinguishment$(59)$6 NM
NM - Not Meaningful
Provision for income taxes, net
During the three months ended June 30, 2026, our provision for income taxes, net increased by $1 million, or 50.0% compared to the same period in 2025.
Three Months Ended June 30,
20262025% Change
(in millions)
Provision for income taxes, net$3 $2 50.0 %
Results of Consolidated Operations
Comparison of the six months ended June 30, 2026 and 2025
Net revenue
During the six months ended June 30, 2026, net revenue increased by $447 million, or 7.4%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers. The increase in net revenue is due primarily to higher order volume in addition to higher average order value, compared to the same period in 2025.
During the six months ended June 30, 2026, our U.S. net revenue increased by 8.2% and International net revenue increased by 1.9% compared to the same period in 2025. During the six months ended June 30, 2026, International Net Revenue Constant Currency Growth was (0.3)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).
Six Months Ended June 30,
20262025% Change
(in millions)
U.S. net revenue$5,737 $5,303 8.2 %
International net revenue713 700 1.9 %
Net revenue$6,450 $6,003 7.4 %
29
For more information on our segments, see Note 9, Segment and Geographic Information, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q.
Cost of goods sold
Cost of goods sold is sensitive to many factors, including quarter-to-quarter variability in product mix, pricing strategies, changes in wholesale, shipping and fulfillment costs, including associated applicable customs duties and fees earned for supplier services rendered. During the six months ended June 30, 2026, cost of goods sold increased by $334 million, or 8.0%, compared to the same period in 2025. The increase in cost of goods sold is driven by higher net revenue, in addition to the absence of a one-time benefit of $38 million related to a resolution on the valuation of duties, partially offset by $5 million of expense related to duties assessments recognized during the three months ended March 31, 2025.
As a percentage of net revenue, cost of goods sold increased to 70.0% for the six months ended June 30, 2026 compared to 69.7% in the same period in 2025, due to investments in the customer experience and a one-time benefit recognized during the three months ended March 31, 2025, related to the resolution on the valuation of duties, partially offset by growth of our supplier services.
Six Months Ended June 30,
20262025% Change
(in millions)
Cost of goods sold$4,516 $4,182 8.0 %
As a percentage of net revenue70.0 %69.7 %
Operating expenses
Operating expenses consist of customer service and merchant fees; advertising; selling, operations, technology, general and administrative expenses; impairment and other related net charges; and restructuring and other charges, net. We disclose separately the equity-based compensation and related taxes that are included in customer service and merchant fees and selling, operations, technology, general and administrative expenses.
Six Months Ended June 30,
20262025% Change
(in millions, except percentages)
Customer service and merchant fees (1)
$242 $228 6.1 %
Advertising721 716 0.7 %
Selling, operations, technology, general and administrative (1)
852 894 (4.7)%
Impairment and other related net charges2 23 (91.3)%
Restructuring and other charges, net
24 65 (63.1)%
Total operating expenses$1,841 $1,926 (4.4)%
As a percentage of net revenue:
Customer service and merchant fees (1)
3.8 %3.8 %
Advertising11.2 %11.9 %
Selling, operations, technology, general and administrative (1)
13.2 %14.9 %
Impairment and other related net charges— %0.4 %
Restructuring and other charges, net
0.4 %1.1 %
28.6 %32.1 %

30
(1) Includes equity-based compensation and related taxes as follows:
Six Months Ended June 30,
20262025
(in millions)
Customer service and merchant fees$5 $7 
Selling, operations, technology, general and administrative$135 $158 

During the six months ended June 30, 2026, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $25 million, or 15.2%, compared to the same period in 2025, due to variability in our stock price on the grant dates of restricted stock units granted during the six months ended June 30, 2025, partially offset by the expense recognized during the six months ended June 30, 2026 related to the PSUs.
The following table summarizes operating expenses as a percentage of net revenue, excluding equity-based compensation and related taxes:
Six Months Ended June 30,
20262025
Customer service and merchant fees3.7 %3.7 %
Selling, operations, technology, general and administrative11.1 %12.3 %
Customer Service and Merchant Fees
During the six months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $16 million, or 7.2% compared to the same period in 2025. The increase in customer service and merchant fees is due primarily to increased net revenue.
As a percentage of net revenue, total customer service and merchant fees remained relatively constant at 3.8% for the six months ended June 30, 2026 compared to the same period in 2025.
Advertising
During the six months ended June 30, 2026, our advertising expenses increased by $5 million, or 0.7%, compared to the same period in 2025. The increase reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.
As a percentage of net revenue, advertising expenses decreased to 11.2% for the six months ended June 30, 2026 compared to 11.9% in the same period in 2025 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.
Selling, operations, technology, general and administrative
During the six months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $19 million, or 2.6% compared to the same period in 2025. The decrease is due primarily to amortization expenses and compensation costs, partially offset by increases in technology spend.
As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 13.2% for the six months ended June 30, 2026, compared to 14.9% in the same period in 2025, due to increased net revenue and decreased compensation costs.
Impairment and other related net charges
During the six months ended June 30, 2026, impairment and other related charges decreased by $21 million compared to the same period in 2025. As a percentage of net revenue, impairment and other related net charges decreased by 0.4% compared to the same period in 2025.
31
During the six months ended June 30, 2026, we recorded net charges of $2 million to impairment and other net charges related to the exit of a customer service center in the U.S.
During the six months ended June 30, 2025, we 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 associated with changes in sublease market conditions for a technology center in the U.S.
Refer to Note 2, Supplemental Financial Statement Disclosures, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information.
Restructuring and other charges, net
During the six months ended June 30, 2026, restructuring and other charges, net decreased by $41 million, or 63.1%, compared to the same period in 2025. As a percentage of net revenue, restructuring and other charges, net decreased to 0.4% from 1.1% in the same period in 2025.
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. During the six months ended June 30, 2025, Wayfair incurred $65 million of charges consisting primarily of one-time employee severance, benefits, relocation, and transition costs. This is inclusive of $46 million related to the Germany Restructuring and $19 million related to the March 2025 workforce reduction.
Interest expense, net
During the six months ended June 30, 2026, interest expense, net increased to $78 million, compared to $52 million in the same period in 2025, driven by the issuances of the 2030 Secured Notes in March 2025, the issuances of the 2032 Secured Notes in November 2025 and of the 2034 Secured Notes in May 2026, partially offset by redemptions of the 2027 Notes in March 2026 and all of the 2028 Notes in June 2026.
Six Months Ended June 30,
20262025% Change
(in millions)
Interest expense, net$(78)$(52)50.0 %
Other (expense) income, net
During the six months ended June 30, 2026, we incurred $15 million of other (expense), net primarily driven by foreign currency translation losses. During the six months ended June 30, 2025, we recognized $33 million of other (expense) income, net primarily attributable to fluctuations between the U.S. Dollar and the Canadian Dollar. Included in other (expense) income, net are changes in foreign currency transaction gains and losses and long-term investment income or losses.
Six Months Ended June 30,
20262025% Change
(in millions)
Other (expense) income, net$(15)$33 NM
NM - Not Meaningful
Loss on debt extinguishment
During the six months ended June 30, 2026, loss on debt extinguishment increased by $133 million compared to the same period in 2025.
During the six months ended June 30, 2026, Wayfair recorded a $102 million loss on debt extinguishment upon repurchase of $145 million in aggregate principal amount of the 2028 Notes.
Refer to Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information.
32
Six Months Ended June 30,
20262025% Change
(in millions)
(Loss) gain on debt extinguishment$(102)$31 NM
NM - Not Meaningful
Provision for income taxes, net
During the six months ended June 30, 2026, our provision for income taxes, net decreased by $1 million, or 20.0% compared to the same period in 2025.
Six Months Ended June 30,
20262025% Change
(in millions)
Provision for income taxes, net$4 $5 (20.0)%
Liquidity and Capital Resources
Sources of Liquidity                    
As of June 30, 2026, our principal source of liquidity was cash and cash equivalents and short-term investments totaling $1.1 billion. Additionally, we have a $500 million senior secured revolving credit facility that matures on March 13, 2030 (the “Revolver”). As of June 30, 2026, there were no revolving loans outstanding under the Revolver. We had outstanding letters of credit, primarily as security for certain lease agreements, for $82 million as of June 30, 2026, which reduced the availability of credit under the Revolver. Excluding liquidity available through our Revolver, the following table shows sources of liquidity for the periods presented:
June 30,December 31,
20262025
(in millions)
Cash and cash equivalents$1,065 $1,476 
Short-term investments78 66 
Total liquidity$1,143 $1,542 
We believe that our existing cash and cash equivalents and investments, cash generated from operations and the borrowing availability under our Revolver will be sufficient to meet our anticipated cash needs for at least the next twelve months from the date of the filing of this report including planned capital expenditures, contractual obligations and other requirements. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may elect to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Further, we have and may from time to time seek to retire, restructure, repurchase or redeem, or otherwise mitigate the equity dilution associated with our 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, privately negotiated transactions or otherwise (including through 10b5-1 plans). Such repurchases, exchanges or liability and dilution management exercises, if any, will be upon such terms and at such prices and sizes as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Our future capital requirements and the adequacy of available funds will depend on many factors, including those described herein and in our other filings with the SEC, including those set forth in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, macroeconomic events have caused disruption in the capital markets, including increased inflation and interest rates, which could make obtaining financing more difficult and/or expensive. As a consequence, we may not be able to secure additional financing to meet our operating requirements or strategic goals on acceptable terms, in a timely manner, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt financing arrangements, those securities and instruments may have rights, preferences or privileges senior to the rights of our common stock, and the holders of our equity securities may experience dilution. We will continue to monitor our liquidity during this time of historic disruption and volatility in the global capital markets.
33
Credit Agreement and Debt Arrangements
As of June 30, 2026, we had $2.9 billion principal amount of indebtedness outstanding. Our indebtedness includes:
•unsecured 1.00% Convertible Senior Notes due 2026 (the “2026 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
•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”).
Under the terms of our Revolver, we may use proceeds to finance working capital and for other general corporate purposes. Any amounts outstanding under the Revolver are due at maturity.
Between February 25, 2026 and March 4, 2026, we repurchased $56 million in aggregate principal amount of the unsecured 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”). Between April 1, 2026 and May 1, 2026, we repurchased $89 million in aggregate principal amount of the 2028 Notes. See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information on debt and other financing transactions.
On February 6, 2026, we 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 “2027 Notes Redemption Date”). On May 14, 2026, we 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”). See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information on debt and other financing transactions.
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 will mature on May 31, 2034, unless earlier redeemed, in accordance with their terms or repurchased. The indenture contains covenants that restrict the Issuer’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 the Issuer’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.
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.
There were no conversions during the six months ended June 30, 2026 other than the conversion of the 2027 Notes and 2028 Notes on or prior to the 2027 Notes Redemption Date and 2028 Notes Redemption Date, respectively. Whether any of the Convertible Notes will be convertible in future quarters will depend on the satisfaction of the applicable last reported sales price condition or another conversion condition in the future. If one or more holders elect to convert their Convertible Notes at a time when any such Convertible Notes are convertible, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
The credit agreement and indentures governing our convertible notes contain restrictions and covenants that may limit our operating flexibility. Specifically, the Revolver contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict our ability, subject to negotiated exceptions, to incur additional indebtedness and additional liens on our assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, or change the nature of our businesses. The Revolver also requires us to maintain certain levels of performance in order to maintain our access to the Revolver. For instance, we are required to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the credit agreement governing the Revolver) of no more than 4.0 to 1.0, subject to a
34
0.5 step-up following certain permitted acquisitions. For information regarding our credit agreement and debt agreements, see Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q and Note 6, Debt and Other Financing, included in Part II, Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026 we were in compliance with all the terms and conditions of our debt agreements.
Stock Repurchase Program
On August 21, 2020, the board of directors (the “Board”) authorized the repurchase of up to $700 million of our Class A common stock in the open market, through privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan (the “2020 Repurchase Program”). On August 10, 2021, the Board authorized a new $1.0 billion share repurchase program on the same terms (the “2021 Repurchase Program” and, together with the 2020 Repurchase Program, the “Repurchase Programs”). We will begin repurchasing shares under the 2021 Repurchase Program upon the completion of the 2020 Repurchase Program.
The Repurchase Programs do not obligate us to purchase any shares of our Class A common stock and have no expiration date, but may be suspended or terminated by the Board at any time. The actual timing, number and value of shares repurchased under the Repurchase Programs in the future will be determined by us in our discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs and whether there is a better alternative use of capital. As of June 30, 2026, we have repurchased 2,354,491 shares of Class A common stock for approximately $612 million under the Repurchase Programs.
Trends and Historical Cash Flows
Six Months Ended June 30,
20262025
(in millions)
Net loss$(106)$(98)
Net cash provided by operating activities$308 $177 
Net cash used in investing activities$(125)$(83)
Net cash used in financing activities$(599)$(60)
Operating Activities
Cash flows in connection with operating activities consisted of net (loss) income adjusted for certain non-cash items including depreciation and amortization, equity-based compensation and certain other non-cash expenses, as well as the effect of changes in working capital and other activities. Operating cash flows can be volatile and are sensitive to many factors, including changes in working capital and our net (loss) income.
Cash flows provided by operating activities increased by $131 million during the six months ended June 30, 2026, compared to the same period in 2025, due to an increase of $131 million for cash changes in operating assets and liabilities. The increase in cash flows provided by operating activities was primarily driven by higher net revenue, and lower impairment and other restructuring costs from the prior year workforce reductions.
Investing Activities
Cash flows used in investing activities increased by $42 million during the six months ended June 30, 2026, compared to the same period in 2025, due to decreases in sales and maturities of short- and long-term investments of $27 million and increases in purchases of property and equipment and site and software development costs of $27 million, partially offset by decreases in purchases of short- and long-term investments of $12 million.
Purchases of property and equipment and site and software development costs (collectively, “Capital Expenditures”) were 1.8% of net revenue for the six months ended June 30, 2026 and related primarily to equipment purchases and improvements for leased warehouses within our expanding logistics network and ongoing investments, including our physical retail store expansion, proprietary technology and operational platform.
35
Financing Activities
Cash flows used in financing activities increased by $539 million during the six months ended June 30, 2026, compared to the same period in 2025. The increase in cash used is due primarily to increases in settlement of long-term debt of $701 million, decreases in proceeds from the issuance of debt of $296 million and increases in payments of taxes related to net share settlement of equity awards of $39 million. These increases are partially offset by decreases in payments to extinguish debt of $497 million.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet activities. We do not have any off-balance sheet interest in variable interest entities, which include special purpose entities and other structured finance entities.
Contractual Obligations
During the six months ended June 30, 2026, we issued $400 million aggregate principal amount of the 2034 Secured Notes, repurchased $145 million in aggregate principal amount of the 2028 Notes and called for the redemptions of $250 million in aggregate principal of the 2027 Notes and $444 million in aggregate principal of the 2028 Notes. See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information. During the three and six months ended June 30, 2026, we entered into contractual obligations of $91 million for future minimum lease payments under non-cancellable operating leases that have not yet commenced. See Note 2, Supplemental Financial Statement Disclosures included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information. Other than these financing transactions, there have been no material changes to our contractual obligations and estimates as compared to the contractual obligations described in Contractual Obligations included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2025.
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we have disclosed in this Quarterly Report on Form 10-Q the following non-GAAP financial measures: Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Diluted Earnings or Loss per Share and Net Revenue Constant Currency Growth.
Adjusted Gross Profit and Adjusted Gross Margin
We define Adjusted Gross Profit as gross profit plus equity-based compensation and related taxes included in cost of goods sold. Gross profit is defined as net revenue minus cost of goods sold. Gross margin is defined as gross profit as a percentage of net revenue for the same period. Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of net revenue for the same period.

We disclose Adjusted Gross Profit and Adjusted Gross Margin because we believe these measures are important indicators of our business performance. They provide visibility into our underlying gross profitability by excluding the impact of non-cash equity-based compensation expense and related taxes, which can vary meaningfully from period to period. Accordingly, we believe that Adjusted Gross Profit and Adjusted Gross Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board.
Adjusted Gross Profit and Adjusted Gross Margin, however, have limitations as analytical tools because they omit certain costs included in cost of goods sold and therefore do not reflect all expenses that impact gross profit under GAAP. Further, other companies, including companies in our industry, may calculate these non-GAAP measures differently. Accordingly, you should not consider Adjusted Gross Profit or Adjusted Gross Margin in isolation or as substitutes for analysis of our results as reported under GAAP. Because of these limitations, these metrics should be considered alongside other financial performance measures, including gross profit, cost of goods sold, and our other GAAP results.
36
The following table provides a reconciliation of gross profit to Adjusted Gross Profit:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except percentages)
Reconciliation of Adjusted Gross Profit:
Gross profit$1,054 $984 $1,934 $1,821 
Gross margin30.0 %30.1 %30.0 %30.3 %
Add: Equity-based compensation and related taxes included in cost of goods sold
2 2 3 4 
Adjusted Gross Profit$1,056 $986 $1,937 $1,825 
Adjusted Gross Margin30.0 %30.1 %30.0 %30.4 %
Contribution Profit and Contribution Margin
We define Contribution Profit as Adjusted Gross Profit less customer service and merchant fees and less advertising expense, plus equity-based compensation and related taxes included in customer service and merchant fees. Contribution Margin is defined as Contribution Profit as a percentage of net revenue for the same period.

We use Contribution Profit and Contribution Margin to evaluate our operating performance and trends. We believe these measures are useful indicators of the economic impact of orders fulfilled through our omni-channel platform because they take into account the direct expenses associated with generating and servicing customer demand. These measures provide additional visibility into unit-level performance by isolating key cost drivers, including customer service and merchant fees, and advertising. Accordingly, we believe Contribution Profit and Contribution Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board.

However, Contribution Profit and Contribution Margin have important limitations as analytical tools. They omit various expenses that impact our results under GAAP, and they are not intended to represent measures of overall company profitability or to imply that our business is profitable at the company level. Other companies, including those in our industry, may calculate Contribution Profit and similarly titled measures differently. Accordingly, you should not consider Contribution Profit or Contribution Margin in isolation or as substitutes for analysis of our results as reported under GAAP. Because of these limitations, these metrics should be evaluated alongside other financial performance measures, including gross profit and our other GAAP results.
37
The following table provides a reconciliation of Adjusted Gross Profit to Contribution Profit:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except percentages)
Reconciliation of Contribution Profit:
Net revenue$3,519 $3,273 $6,450 $6,003 
Less: Cost of goods sold2,465 2,289 4,516 4,182 
Gross profit1,054 984 1,934 1,821 
Gross margin30.0 %30.1 %30.0 %30.3 %
Add: Equity-based compensation and related taxes included in cost of goods sold
2 2 3 4 
Adjusted Gross Profit1,056 986 1,937 1,825 
Adjusted Gross Margin30.0 %30.1 %30.0 %30.4 %
Less: Customer service and merchant fees128 121 242 228 
Less: Advertising392 372 721 716 
Add: Equity-based compensation and related taxes included in customer service and merchant fees
3 4 5 7 
Contribution Profit$539 $497 $979 $888 
Contribution Margin15.3 %15.2 %15.2 %14.8 %
Adjusted EBITDA and Adjusted EBITDA Margin
We calculate Adjusted EBITDA as net income or loss before 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 we believe are not indicative of our core operating performance. We have provided a reconciliation below of Adjusted EBITDA to net income or loss, the most directly comparable GAAP financial measure. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Net Revenue.
We disclose Adjusted EBITDA because it is a key measure used by our management and the Board to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis as these costs may vary independent of business performance. For instance, we exclude the impact of equity-based compensation and related taxes as we do not consider this item to be indicative of our core operating performance. Investors should, however, understand that equity-based compensation and related taxes will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: 
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•Adjusted EBITDA does not reflect equity-based compensation and related taxes;
•Adjusted EBITDA does not reflect changes in our working capital;
•Adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to us;
•Adjusted EBITDA does not reflect interest expenses associated with our borrowings;
•Adjusted EBITDA excludes other items that we believe are not indicative of our core operating performance;
•We may in the future modify how we calculate Adjusted EBITDA; and
38
•Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income or loss and our other GAAP results.
The following table reflects the reconciliation of net (loss) income to Adjusted EBITDA for each of the periods indicated:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except percentages)
Reconciliation of Adjusted EBITDA:
Net (loss) income$(1)$15 $(106)$(98)
Depreciation and amortization64 78 131 159 
Equity-based compensation and related taxes72 101 143 169 
Interest expense, net39 29 78 52 
Other expense (income), net4 (23)15 (33)
Provision for income taxes, net3 2 4 5 
  Other:
      Impairment and other related net charges (1)
2 — 2 23 
      Restructuring and other charges, net (2)
— 9 24 65 
      Loss (gain) on debt extinguishment (3)
59 (6)102 (31)
Adjusted EBITDA$242 $205 $393 $311 
Net revenue$3,519 $3,273 $6,450 $6,003 
Net (loss) income margin— %0.5 %(1.6)%(1.6)%
Adjusted EBITDA Margin6.9 %6.3 %6.1 %5.2 %
(1)
During the three and six months ended June 30, 2026, we recorded $2 million impairment associated with our decision to exit a customer service center in the U.S. During the six months ended June 30, 2025, we 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.
(2)
During the six months ended June 30, 2026, we incurred $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, we 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 $46 million related to the Germany Restructuring and $19 million related to the March 2025 workforce reduction. We do not expect to incur any further material charges related to this workforce reduction.
(3)
During the three and six months ended June 30, 2026, we 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, we 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.
Free Cash Flow
We calculate Free Cash Flow as net cash provided by or used in operating activities less capital expenditures. We have provided a reconciliation below of Free Cash Flow to net cash provided by or used in operating activities, the most directly comparable GAAP financial measure.
We disclose Free Cash Flow because it is an important indicator of our business performance as it measures the amount of cash we generate. Accordingly, we believe that Free Cash Flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
39
Free Cash Flow has limitations as an analytical tool because it omits certain components of the cash flow statement and does not represent the residual cash flow available for discretionary expenditures. Further, other companies, including companies in our industry, may calculate Free Cash Flow differently. Accordingly, you should not consider Free Cash Flow in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, you should consider Free Cash Flow alongside other financial performance measures, including net cash provided by or used in operating activities, capital expenditures, and our other GAAP results.
The following table presents a reconciliation of net cash provided by or used in operating activities to Free Cash Flow for each of the periods indicated:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions)
Net cash provided by operating activities$360 $273 $308 $177 
Purchase of property and equipment(26)(13)(51)(18)
Site and software development costs(33)(30)(62)(68)
Free Cash Flow$301 $230 $195 $91 
Adjusted Diluted Earnings or Loss per Share
We calculate Adjusted Diluted Earnings or Loss per Share as net income or loss plus equity-based compensation and related taxes; provision or benefit for income taxes, net; non-recurring items; other items that we believe are not indicative of our core operating performance; and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method; divided by the weighted-average number of shares of common stock used in the computation of diluted earnings or loss per share. Accordingly, we believe that these adjustments to our diluted earnings or loss per share provide a more meaningful comparison between our operating results from period to period.
Adjusted Diluted Earnings or Loss per Share has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted Diluted Earnings or Loss per Share, by their nature, excludes equity-based compensation and related taxes; provision or benefit for income taxes, net; non-recurring items; other items that we believe are not indicative of our core operating performance; and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method.
Because of these limitations, you should consider Adjusted Diluted Earnings or Loss per Share alongside other financial performance measures, including diluted earnings or loss per share and our other GAAP results.
40
A reconciliation of the numerator and denominator for diluted earnings or loss per share, the most directly comparable GAAP financial measure, to the numerator and denominator for Adjusted Diluted Earnings or Loss per Share in order to calculate Adjusted Diluted Earnings or Loss per Share, is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions, except per share data)
Numerator:
Numerator for basic and diluted (loss) earnings per share - net (loss) income
$(1)$15 $(106)$(98)
Adjustments to net (loss) income
Interest expense associated with convertible debt instruments4 13 11 27 
Equity-based compensation and related taxes72 101 143 169 
Provision for income taxes, net3 2 4 5 
Other:
Impairment and other related net charges2 — 2 23 
Restructuring and other charges, net
— 9 24 65 
Loss (gain) on debt extinguishment59 (6)102 (31)
Numerator for Adjusted Diluted Earnings per Share - Adjusted net (loss) income
$139 $134 $180 $160 
Denominator:
Denominator for basic (loss) earnings per share - weighted-average number of shares of common stock outstanding132 128 131 127 
Effect of dilutive securities:
Restricted stock units— 1 — — 
Denominator for diluted (loss) earnings per share - weighted-average number of shares of common stock outstanding after the effect of dilutive securities132 129 131 127 
Adjustments to effect of dilutive securities:
Restricted stock units1 — — — 
Convertible debt instruments14 27 16 30 
Denominator for Adjusted Diluted Earnings per Share - Adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities147156147157
Diluted (loss) earnings per share$(0.01)$0.11 $(0.81)$(0.77)
Adjusted Diluted Earnings per Share$0.95 $0.87 $1.22 $1.02 
Net Revenue Constant Currency Growth
We calculate Net Revenue Constant Currency Growth by translating the current period local currency net revenue by the currency exchange rates used to translate our financial statements in the comparable prior-year period.
We disclose Net Revenue Constant Currency Growth because it is an important indicator of our operating results. Accordingly, we believe that Net Revenue Constant Currency Growth provides useful information to investors and others in understanding and evaluating trends in our operating results in the same manner as our management.
Net Revenue Constant Currency Growth has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example, Net Revenue Constant Currency Growth rates, by their nature, exclude the impact of foreign exchange, which may have a material impact on net revenue.
41
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with accounting principles generally accepted in the U.S. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, net revenue, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.
There have been no material changes to our critical accounting policies and estimates since December 31, 2025. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2025 for a description of our critical accounting policies and estimates.
Recent Accounting Pronouncements
For information about recent accounting pronouncements, see Note 1, Summary of Significant Accounting Policies, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes in our exposures to market risk since December 31, 2025. See Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion on our exposures to market risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in litigation matters and other legal claims that arise during the ordinary course of business. Litigation and legal claims are inherently unpredictable and cannot be predicted with certainty. An unfavorable resolution of one or more legal matters could have a material adverse effect on our results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as they can divert management's attention from important business matters and initiatives, negatively impacting our overall operations. In addition, we may be at greater risk from outside party claims as we increase our operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable or unclear.
42
We do not believe that the outcome of any legal matters to which we are presently a party will have a material adverse effect on our results of operations or financial condition.
Item 1A. Risk Factors
As of the date of this report, there are no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Purchases of Equity Securities
See Part II, Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Certain Information Regarding the Trading of Our Common Stock included in our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding our authorized share repurchase programs. As of June 30, 2026, the approximate dollar value of shares that may yet be purchased under the authorized share repurchase programs is $1.1 billion. There were no repurchases made during the three months ended June 30, 2026.
43
Item 5. Other Information
(c)    Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, the following directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
Plans
Name & TitleActionDateRule 10b5-1 PlanNon-Rule 10b5-1 Plan
Aggregate number/dollar value of securities to be purchased or sold (1)
Plan expiration date (2)
Steven Conine, Co-Chairman and Co-Founder
Termination
May 6, 2026
X
Prior plan covering up to 1,600,000 shares
N/A
Niraj Shah, Chief Executive Officer, Co-Chairman and Co-Founder
Termination
May 6, 2026
X
Prior plan covering up to 1,600,000 shares
N/A
Steven Conine, Co-Chairman and Co-Founder
Adoption
May 6, 2026
X
Up to 540,000 shares to be sold
February 11, 2027
Niraj Shah, Chief Executive Officer, Co-Chairman and Co-Founder
Adoption
May 6, 2026
X
Up to 540,000 shares to be sold
February 11, 2027
Fiona Tan, Chief Technology Officer (3)
Adoption
June 1, 2026
X
Up to 61,000 shares to be sold
September 30, 2027
Jonathan Blotner, President, Commercial and Operations
Adoption
June 9, 2026
X
Up to $1,200,000 in value of shares to be sold and 50% of certain RSUs to be sold upon vesting
July 30, 2027
(1)
The “Aggregate number/dollar value of securities to be sold” represents the gross number or value of shares to be sold during the duration of the plan, and, to the extent applicable, before excluding any shares sold pursuant to the Company’s mandatory policies to cover necessary tax withholding obligations in connection with the vesting of the securities.
(2)
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended.
(3)
Represents the adoption of a Rule 10b5-1 trading plan by Fiona Tan as trustee on behalf of a revocable trust of which members of Fiona Tan’s immediate family are the sole beneficiaries.
Other than those disclosed above, none of our directors or officers adopted or terminated, a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended June 30, 2026.
44
Table of Contents
Item 6. Exhibits
Incorporated by Reference
Exhibit
Number		Exhibit Description
Filed or Furnished
Herewith
FormFile No.Filing DateExhibit
Number
4.18-K001-36666May 18, 20264.1
4.28-K001-36666May 18, 2026
10.18-K001-36666May 22, 202610.1
31.1X
31.2X
32.1#X
32.2#X
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Definition Linkbase DocumentX
101.LABXBRL Taxonomy Labels Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)X

# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WAYFAIR INC.
Date: August 4, 2026By:/s/ NIRAJ SHAH
Niraj Shah
Chief Executive Officer and President
(Principal Executive Officer)
Date: August 4, 2026By:/s/ KATE GULLIVER
Kate Gulliver
Chief Financial Officer and Chief Administrative Officer
(Principal Financial and Accounting Officer)























46

What is the market capitalization of a company?

The market capitalization sometimes referred as Marketcap, is the value of a publicly listed company.
In most cases it can be easily calculated by multiplying the share price with the amount of outstanding shares.

DISCLAIMER

CompaniesMarketCap is not associated in any way with CoinMarketCap.com
Stock prices are delayed, the delay can range from a few minutes to several hours.
Company logos are from the CompaniesLogo.com logo database and belong to their respective copyright holders. Companies Marketcap displays them for editorial purposes only.

Contact

For inquiries or if you want to report a problem write to hello@8marketcap.com

Links

- Privacy policy

- Terms and conditions

© 2025 CompaniesMarketcap.com