8-K

WAYFAIR INC.

Date: May 13, 2026

/s/ Andrew Oliver

Andrew Oliver

Deputy General Counsel and Assistant Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2026

WAYFAIR INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36666	36-4791999
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


4 Copley Place	Boston, MA	02116
(Address of principal executive offices)		(Zip Code)

(617) 532-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.001 par value per share

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

On May 13, 2026, Wayfair Inc. (“Wayfair”) issued a press release announcing that its subsidiary, Wayfair LLC (the “Issuer”), intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior secured notes due 2034 (the “Notes”) in a private offering.

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

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

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

The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. There can be no assurance that the issuance and sale of any debt securities of the Issuer will be consummated. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release issued on May 13, 2026

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Wayfair Inc. filed SEC Form 8-K: Regulation FD Disclosure