v3.26.1
Debt and Other Financing
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt and Other Financing
4. Debt and Other Financing
The following table presents the outstanding principal amount and carrying value of debt and other financing:
June 30, 2026December 31, 2025
Debt InstrumentPrincipal AmountUnamortized Debt DiscountNet Carrying AmountPrincipal AmountUnamortized Debt DiscountNet Carrying Amount
(in millions)
Revolving Credit Facility$— $— 
2026 Notes39 — 39 39 — 39 
2027 Notes229 (2)227 480 (3)477 
2028 Notes— — — 589 (6)583 
2029 Secured Notes800 (10)790 800 (11)789 
2030 Secured Notes700 (7)693 700 (8)692 
2032 Secured Notes700 (8)692 700(8)692 
2034 Secured Notes400 (5)395 — — — 
Total Debt$2,836 $3,272 
Short-term debt (1)
39 39 
Long-term debt$2,797 $3,233 
(1) Short-term debt consists of $39 million for the 2026 Notes (as defined below) as of both June 30, 2026 and December 31, 2025. Short-term debt is presented within other current liabilities in the condensed consolidated balance sheets.
As of June 30, 2026, Wayfair had $2.9 billion principal amount of indebtedness outstanding. Wayfair’s indebtedness includes:
•unsecured 1.00% Convertible Senior Notes due 2026 (the “2026 Notes”);
•unsecured 3.25% Convertible Senior Notes due 2027 (the “2027 Notes” and, together with the 2026 Notes, the “Convertible Notes”);
•7.250% Senior Secured Notes due 2029 (the “2029 Secured Notes”);
•7.750% Senior Secured Notes due 2030 (the “2030 Secured Notes”);
•6.750% Senior Secured Notes due 2032 (the “2032 Secured Notes”); and
•7.125% Senior Secured Notes due 2034 (the “2034 Secured Notes” and, together with the 2029 Secured Notes, 2030 Secured Notes, and 2032 Secured Notes, the “Senior Secured Notes”, and the Senior Secured Notes, together with the Convertible Notes, the “Notes”).
Revolving Credit Facility
Wayfair has a five-year senior secured revolving credit facility (the “Revolver”), which matures on March 13, 2030, and provides for revolving loans in an aggregate amount of $500 million. Under the Revolver, Wayfair may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver. Wayfair had $82 million in outstanding letters of credit as of June 30, 2026, primarily as security for lease agreements, which reduced the availability of credit under the Revolver. As of June 30, 2026, there were no revolving loans outstanding under the Revolver.
Senior Secured Notes
On May 18, 2026, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc., issued $400 million aggregate principal amount of 2034 Secured Notes. The 2034 Secured Notes are governed by an indenture between the Issuer, the guarantors named therein (including Wayfair) and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The Indenture provides, among other things, that the 2034 Secured Notes will be senior secured obligations of the Issuer. Interest on the 2034 Secured 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 annual effective interest rate of the 2034 Secured Notes is 7.2%. Transaction costs to issue the 2034 Secured Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding 2034 Secured Notes. The 2034 Secured Notes will mature on May 31, 2034, unless earlier redeemed, in accordance with their terms or repurchased.
The following table summarizes certain terms related to the Company’s current outstanding Senior Secured Notes:
Senior Secured NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2029 Secured NotesOctober 31, 20297.250%7.5%April 15 and October 15
2030 Secured NotesSeptember 15, 20307.750%7.9%March 15 and September 15
2032 Secured NotesNovember 15, 20326.750%6.8%May 15 and November 15
2034 Secured NotesMay 31, 20347.125%7.2%May 15 and November 15
Convertible Notes
The following table summarizes certain terms related to the Company’s current outstanding Convertible Notes:
Convertible NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2026 NotesAugust 15, 20261.000%1.2%February 15 and August 15
2027 NotesSeptember 15, 20273.250%3.6%March 15 and September 15
Conversion and Redemption Terms of the Notes
Wayfair's Convertible Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Convertible Notes’ initial conversion terms are summarized below:
Convertible NotesMaturity DateFree Convertibility DateInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceRedemption Date
2026 NotesAugust 15, 2026May 15, 20266.7349$148.48August 20, 2023
2027 NotesSeptember 15, 2027June 15, 202715.7597$63.45September 20, 2025
The conversion rate is subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of Wayfair’s Class A common stock, but will not be adjusted for accrued and unpaid interest.
Wayfair will settle any conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or a combination thereof, with the form of consideration determined at Wayfair’s election. The holders of the Convertible Notes may convert all or a portion of such Notes prior to certain specified dates (each, a “Free Convertibility Date”) under the following circumstances (in each case, as applicable to each series of Convertible Notes):
•during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Wayfair’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five-business day period after any ten consecutive trading day period (the “measurement period") in which the trading price (as defined in the applicable indenture) per $1,000 principal amount of the notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Wayfair’s Class A common stock and the conversion rate on each such trading day;
•if Wayfair calls the notes for redemption, at any time prior to 5:00 p.m. (New York City time) (“the close of business”) on the second scheduled trading day immediately preceding the redemption date; and
•upon the occurrence of specified corporate events (as set forth in the applicable indenture).
On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Convertible Notes may convert their Convertible Notes at any time.
The conditional conversion features of the 2026 Notes and 2027 Notes were not triggered during the calendar quarter ended June 30, 2026, therefore, the 2026 Notes and 2027 Notes are not convertible during the calendar quarter ending September 30, 2026 pursuant to the applicable last reported sales price conditions.
Upon the occurrence of a fundamental change (as defined in the applicable indenture), holders of the applicable series of the Convertible Notes may require Wayfair to repurchase all or a portion of such Notes for cash at a price equal to 100% of the principal amount of such Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the Convertible Notes who convert their respective Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the applicable indenture) may be entitled to a premium in the form of an increase in the conversion rate of the respective Notes.
Wayfair may not redeem the Convertible Notes prior to certain dates (the “Redemption Date”). On or after the applicable Redemption Date, Wayfair may redeem for cash all or part of the applicable series of the Convertible Notes if the last reported sale price of Wayfair’s Class A common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which Wayfair provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which Wayfair provides notice of the redemption. The redemption price will be either 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, or the if-converted value if the holder elects to convert their Convertible Notes upon receiving notice of redemption.
Partial Extinguishment of Convertible Notes
Between February 25, 2026 and March 4, 2026, Wayfair repurchased $56 million in aggregate principal amount of the unsecured 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”). In accounting for the repurchases, Wayfair recorded a $43 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $99 million and the net carrying value of the 2028 Notes of $56 million.
Between April 1, 2026 and May 1, 2026, Wayfair repurchased $89 million in aggregate principal amount of the 2028 Notes. In accounting for the repurchases, Wayfair recorded a $59 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $148 million and the net carrying value of the 2028 Notes of $89 million.
Redemptions of Convertible Notes
On February 6, 2026, Wayfair issued a notice to holders of the Company’s 2027 Notes calling for redemption of $250 million principal amount of the outstanding 2027 Notes on March 23, 2026 (the “2027 Notes Redemption Date”). Holders of the 2027 Notes elected to convert $250 million in aggregate principal amount prior to the 2027 Notes Redemption Date. Wayfair settled these conversions with aggregate cash payments totaling $250 million, representing principal and cash in lieu of fractional shares, and the issuance of 0.9 million shares of common stock.
On May 14, 2026, Wayfair issued a notice to holders of the Company’s 2028 Notes calling for redemption of the remaining $444 million principal amount of the outstanding 2028 Notes on June 29, 2026 (the “2028 Notes Redemption Date”). Holders of the 2028 Notes elected to convert the entire remaining outstanding principal of $444 million prior to the 2028 Notes Redemption Date. Wayfair settled these conversions with aggregate cash payments totaling $444 million, representing principal and cash in lieu of fractional shares, and the issuance of 4.5 million shares of common stock. As a result, no 2028 Notes remained outstanding following these conversions.
Conversions of Convertible Notes
There were no conversions during the three and six months ended June 30, 2026 other than the conversion of the 2027 Notes and 2028 Notes prior to the 2027 Notes Redemption Date and 2028 Notes Redemption Date, respectively.
Interest Expense
During the three months ended June 30, 2026, Wayfair recognized contractual interest expense and debt discount amortization of $47 million and $3 million, respectively, and during the six months ended June 30, 2026, Wayfair recognized contractual interest expense and debt discount amortization of $95 million and $4 million, respectively.
During the three months ended June 30, 2025, Wayfair recognized contractual interest expense and debt discount amortization of $41 million and $2 million, respectively, and during the six months ended June 30, 2025, Wayfair recognized contractual interest expense and debt discount amortization of $73 million and $5 million, respectively.
Fair Value of the Notes
As of June 30, 2026, the estimated fair value of each of the 2026 Notes, 2027 Notes, 2029 Secured Notes, 2030 Secured Notes, 2032 Secured Notes, and 2034 Secured Notes was $38 million, $349 million, $826 million, $736 million, $719 million, and $412 million, respectively. The estimated fair values of the Notes were determined through consideration of quoted market prices. The fair values of the Notes are classified as Level 2 as defined in Note 3, Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements. As of June 30, 2026, the if-converted value of the 2027 Notes exceeded the principal value by $104 million. As of June 30, 2026, the if-converted value of the 2026 Notes did not exceed the principal value.
Capped Calls
The 2027 Capped Calls and 2028 Capped Calls (collectively, the “Capped Calls”) are expected generally to reduce the potential dilution and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes if the market price per share of Wayfair’s Class A common stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Convertible Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Call (the “Initial Cap Price”). The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Convertible Notes are converted, repurchased or redeemed prior to such date.
Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price of Wayfair’s Class A common stock on the date the corresponding Convertible Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements. Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.
The initial terms for the Capped Calls are presented below:
Capped CallsMaturity DateInitial Cap PriceCap Price Premium
2027 Capped CallsSeptember 15, 2027$97.62100%
2028 Capped CallsNovember 15, 2028$73.28100%
The Capped Calls are separate transactions from the Convertible Notes, are not subject to the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Similarly, holders of the Convertible Notes do not have any rights with respect to the Capped Calls. The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to Wayfair's stock and meet the requirements to be classified in equity. The premiums paid for the Capped Calls were included as a net reduction to additional paid-in capital within stockholders’ deficit when they were entered.