Wayfair Inc. filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities, Regulation FD Disclosure, Financial Statements and Exhibits
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Catalog/Specialty Distribution
Consumer Discretionary
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): March 7, 2025
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Item 2.05. 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 million, consisting primarily of cash employee-related costs, including severance, benefits and transition costs (excluding non-cash charges associated with equity-based compensation). The majority of the cash payments are expected to be made over the next 12 months.
In the near term, the Company expects elevated transition costs will largely offset structural cost savings from the Technology reorganization. However, the Company expects to incrementally realize savings from the reorganization starting in the second half of 2025, and building into the beginning of 2026.
These estimates, and the timing thereof, are subject to a number of assumptions, and actual charges and results may differ materially from estimates. The Company may also incur charges and expenditures not currently contemplated due to unanticipated events that may occur in connection with the reorganization.
Item 7.01. Regulation FD Disclosure.
On March 7, 2025, Wayfair issued a blog post relating to the Technology reorganization. A copy of the blog post is furnished 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 of 1933, as amended, 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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |||||||
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal and state securities laws. All statements other than statements of historical fact contained herein including, but not limited to, statements regarding the estimated costs resulting from the workforce reduction, as well as when the Company expects any such charges, costs or savings will occur are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “returning,” “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. The Company cannot guarantee that any forward-looking statement will be accurate, although it believes it has been reasonable in its 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 the Company’s 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 hereof and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WAYFAIR INC. | ||||||||
Date: March 7, 2025 | /s/ ANDREW OLIVER | |||||||
| Andrew Oliver | ||||||||
| Deputy General Counsel and Assistant Secretary | ||||||||
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