{"url_path":"/sec/w/8-k/2026-05-18/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure","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":637,"has_tables":true,"body_markdown":"Item 7.01.\n\nRegulation FD Disclosure\n\nOn 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.\n\nOn 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 of such 2028 Notes plus accrued and unpaid interest on such 2028 Notes to, but excluding, the Redemption Date.\n\n2028 Notes that are called for Redemption may be submitted for conversion at any time before 5:00 p.m. (New York City time) on the second scheduled trading day before the Redemption Date (the “Redemption Period”). The Company currently expects that holders of 2028 Notes called for Redemption will convert such 2028 Notes before the Redemption Date. However, those holders are not obligated to convert their 2028 Notes, and the Company will be required to pay the Redemption Price for all 2028 Notes called for Redemption that are not converted during the Redemption Period. 2028 Notes called for Redemption that are converted during the Redemption Period will be settled with cash up to the principal amount of such 2028 Notes and shares of the Company’s Class A common stock in respect of the remainder, if any, of the conversion obligation in excess of the principal amount of such converted 2028 Notes, together with cash in lieu of fractional shares. As of the date of the Redemption Notice, the conversion rate of the 2028 Notes is 21.8341 shares of the Company’s Class A common stock per $1,000 principal amount of 2028 Notes. However, in accordance with the Indenture governing the 2028 Notes, the Conversion Rate applicable to 2028 Notes called for Redemption that are converted during the Redemption Period will be increased to 23.3162 shares of the Company’s Class A common stock per $1,000 principal amount of 2028 Notes.\n\nThis Current Report on Form 8-K is not a notice of redemption of the 2028 Notes. The Redemption is being made solely pursuant to the Redemption Notice, dated May 14, 2026, relating to the 2028 Notes.\n\n \n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation: Wayfair’s anticipated use of the net proceeds from the Notes offering; statements regarding the planned Redemption, including Wayfair’s expectations regarding conversions by holders of the 2028 Notes called for Redemption, and the Redemption’s expected impacts, including potential dilutive impacts; and other statements that are not historical fact. These statements are based on Wayfair’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, without limitation: risks relating to dilution and liability management exercises generally; risks relating to Wayfair’s ability to repay other existing indebtedness, including the timing of any such actions; risks relating to Wayfair’s ability to accurately anticipate the extent of holder conversions; and the other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Wayfair’s most recent Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. Wayfair qualifies all of its forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this report and, except as required by applicable law, Wayfair 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."}