Results of Operations and Financial Condition. On August 4, 2026 Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or…

The filing pertains to an amendment of the company's incentive award plan, not a management change.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Regulation FD Disclosure On May 14, 2026, Wayfair issued a notice (the “Redemption Notice”) to holders of the Company’s 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”) calling for the redemption (the “Redemption”) of all of the outstanding 2028 Notes. On June 29, 2026 (the “Redemption Date”), any outstanding 2028 Notes that are called for Redemption and have not been submitted for conversion will be redeemed for cash at a price (the “Redemption Price”) equal to the principal amount…

Entry into a Material Definitive Agreement. Issuance of 7.125% Senior Secured Notes due 2034 On May 18, 2026, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc. (“Wayfair”), issued $400 million aggregate principal amount of 7.125% senior secured notes due 2034 (the “Notes”). Wayfair intends to use the net proceeds from the Notes offering to repay a portion of its existing indebtedness and for other general corporate purposes. No assurance can be given as to how much, if any, of its exis…

Regulation FD Disclosure. On May 13, 2026, Wayfair Inc. (“Wayfair”) issued a press release announcing that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior secured notes due 2034 (the “Notes”) in a private offering. Additionally, on May 1, 2026, Wayfair repurchased approximately $46 million in aggregate principal amount of its outstanding 3.50% convertible senior notes due 2028 (the “2028 No…

Results of Operations and Financial Condition. On April 30, 2026 Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter and year ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange…

Regulation FD Disclosure. Between February 25, 2026 and March 4, 2026, Wayfair Inc. (“Wayfair” or the “Company”) used a portion of the net proceeds from the 6.75% senior secured notes due 2032 to repurchase approximately $56 million in aggregate principal amount of its outstanding 3.50% convertible senior notes due 2028 (the “2028 Notes”), for approximately $99 million, plus accrued but un paid interest, in open market transactions (the “Repurchases”). The Repu rchases all settled by March 5,…

Results of Operations and Financial Condition. On February 19, 2026 Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Ex…

Regulation FD Disclosure. On February 6, 2026, Wayfair Inc. (“Wayfair” or the “Company”) issued a notice (the “Redemption Notice”) to holders of the Company’s 3.25% Convertible Senior Notes due 2027 (the “Notes”) calling for redemption (the “Redemption”) $250 million principal amount of the outstanding Notes. On March 23, 2026 (the “Redemption Date”), any outstanding Notes that are called for Redemption and have not been submitted for conversion will be redeemed for cash at a price (the “Rede…

Regulation FD Disclosure. On November 7, 2025 and November 10, 2025, Wayfair Inc. (“Wayfair” or the “Company”) used a portion of the net proceeds from the 6.75% senior secured notes due 2032 to repurchase approximately $210 million in aggregate principal amount of its outstanding 3.25% convertible senior notes due 2027 (the “2027 Notes”), for approximately $375 million, plus accrued but unpaid interest, in privately negotiated transactions (the “Repurchase”). The Repurchase is expected to set…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Director — Hal Lawton: Hal Lawton was elected to the Board of Directors.

Entry into a Material Definitive Agreement. Issuance of 6.75% Senior Secured Notes due 2032 On November 7, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc. (“Wayfair”), issued $700 million aggregate principal amount of 6.75% senior secured notes due 2032 (the “Notes”). Wayfair intends to use the net proceeds from the Notes offering to purchase a portion of its outstanding 3.250% convertible senior notes due 2027 (the “2027 Notes”) and 3.500% convertible senior notes due 2028 (th…

Results of Operations and Financial Condition. On October 28, 2025, Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange A…

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Note Regarding Forward-Looking Statements This…

Niraj Shah: The board approved a special equity award to retain and incentivize the CEO.

Regulation FD Disclosure. On August 20, 2025, Wayfair Inc. (“Wayfair” or the “Company”) repurchased approximately $101 million in aggregate principal amount of its outstanding 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”), for approximately $199 million, plus accrued but unpaid interest, in privately negotiated transactions (the “Repurchase”). The Repurchase is expected to settle on August 21, 2025. Following the Repurchase, approximately $589 million in aggregate principal amoun…

Results of Operations and Financial Condition. On August 4, 2025, Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), o…

Results of Operations and Financial Condition. On May 1, 2025, Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or…

Entry into a Material Definitive Agreement. Issuance of 7.750% Senior Secured Notes due 2030 On March 13, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc. (“Wayfair”), issued $700 million aggregate principal amount of 7.750% senior secured notes due 2030 (the “Notes”). Wayfair used approximately $551 million of the net proceeds from the Notes offering to purchase approximately $578 million aggregate principal amount of its outstanding 1.00% convertible senior notes due 2026 (the…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Regulation FD Disclosure. On March 11, 2025, Wayfair Inc. (“Wayfair”) issued a press release announcing the pricing by its subsidiary, Wayfair LLC (the “Issuer”), of its private offering of $700 million aggregate principal amount of 7.750% senior secured notes due 2030 (the “Notes”). The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in t…

Regulation FD Disclosure. On March 10, 2025, Wayfair Inc. (“Wayfair”) issued a press release announcing that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $700 million aggregate principal amount of senior secured notes due 2030 (the “Notes”) in a private offering. Substantially concurrently with the issuance of the notes, Wayfair intends to enter into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”)…

Costs Associated with Exit or Disposal Activities. On March 7, 2025, Wayfair Inc. (“Wayfair” or the “Company”) announced a workforce reduction involving approximately 340 members of its Technology team. These changes reflect efforts to reshape, streamline and refocus the Company’s Technology organization after completing significant modernization and replatforming milestones. As a result of this reorganization, the Company expects to incur aggregate charges of approximately $33 million to $38…