{"url_path":"/sec/w/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1616707/0001193125-26-229012-index.html","accession_number":"0001193125-26-229012","cik":"0001616707","ticker":"W","issuer_name":"Wayfair Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1616707/0001193125-26-229012-index.html","primary_entity_key":"0001616707","primary_entity_name":"Wayfair Inc."},"word_count":914,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\nIssuance of 7.125% Senior Secured Notes due 2034\n\nOn 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”).\n\nWayfair 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 existing indebtedness will be repaid with the net proceeds from the Notes offering, the terms on which it will be repaid (if repaid or repurchased before maturity) or the timing of any such repayment.\n\nThe 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 the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were 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.\n\nIndenture\n\nThe Notes were issued under an Indenture, dated May 18, 2026 (the “Indenture”), among the Issuer, the guarantors named therein (including Wayfair) and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.\n\nThe Indenture provides, among other things, that the Notes will be senior secured obligations of the Issuer. Interest on the 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 Indenture contains covenants that restrict Wayfair’s ability and the ability of its restricted subsidiaries to, among other things:\n\n \n\n \n•\n \n\nincur additional indebtedness;\n\n \n\n \n•\n \n\ndeclare or pay dividends, redeem stock or make other distributions or restricted payments;\n\n \n\n \n•\n \n\nmake certain investments;\n\n \n\n \n•\n \n\ncreate certain liens;\n\n \n\n \n•\n \n\nenter into certain transactions with affiliates;\n\n \n\n \n•\n \n\nagree to certain restrictions on the ability of Wayfair’s restricted subsidiaries to make certain payments;\n\n \n\n \n•\n \n\nsell or transfer certain assets; and\n\n \n\n \n•\n \n\nconsolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its restricted subsidiaries’ assets.\n\nThese covenants are subject to a number of important limitations, qualifications and exceptions. In addition, certain of these covenants, including the limitation on indebtedness, will cease to apply to the Notes for so long as the Notes have investment grade ratings from any two of the prescribed rating agencies.\n\nIf a change of control occurs, the Issuer may be required to offer the holders of the Notes an opportunity to sell all or part of their Notes at a purchase price of 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. In addition, if Wayfair sells assets under certain circumstances, the Issuer may be required to make an offer to purchase a portion of the Notes.\n\nAt any time prior to May 31, 2029, the Issuer may on one or more occasions redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium, as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after May 31, 2029, the Issuer may on one or more occasions redeem the Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to May 31, 2029, the Issuer may on one or more occasions redeem up to 40% of the\n\n \n\naggregate principal amount of the Notes with an amount equal to or less than the net cash proceeds received by the Issuer or Wayfair from certain equity offerings at a redemption price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.\n\nFurthermore, at any time prior to May 31, 2029, the Issuer may redeem up to 10% of the aggregate principal amount of the Notes during any twelve-month period at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.\n\nThe Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; the failure to pay final judgments in excess of certain amounts of money against the Issuer and its significant subsidiaries; the failure of certain guarantees to be enforceable (other than in accordance with the terms of the Indenture); and the assertion by the Issuer, Wayfair or any guarantor that is a significant subsidiary in any pleading that any security interest related to the Notes is invalid or unenforceable.\n\nThe foregoing description is qualified in its entirety by reference to the text of the Indenture and the Form of Note, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}