Wayfair Inc.W
Wayfair Inc. Debt Disclosure
6. Debt and Other Financing
The following table presents the outstanding principal amount and carrying value of debt and other financing:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Debt Instrument | Principal Amount | Unamortized Debt Discount | Net Carrying Amount | Principal Amount | Unamortized Debt Discount | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| 2025 Notes | — | — | — | 237 | (1) | 236 | ||||||||||||||||||||||||||||||||
| 2026 Notes | 39 | — | 39 | 734 | (3) | 731 | ||||||||||||||||||||||||||||||||
| 2027 Notes | 480 | (3) | 477 | 690 | (7) | 683 | ||||||||||||||||||||||||||||||||
| 2028 Notes | 589 | (6) | 583 | 690 | (9) | 681 | ||||||||||||||||||||||||||||||||
| 2029 Secured Notes | 800 | (11) | 789 | 800 | (13) | 787 | ||||||||||||||||||||||||||||||||
| 2030 Secured Notes | 700 | (8) | 692 | — | — | — | ||||||||||||||||||||||||||||||||
| 2032 Secured Notes | 700 | (8) | 692 | — | — | — | ||||||||||||||||||||||||||||||||
| Total Debt | $ | 3,272 | $ | 3,118 | ||||||||||||||||||||||||||||||||||
Short-term debt (1) | 39 | 236 | ||||||||||||||||||||||||||||||||||||
| Long-term debt | $ | 3,233 | $ | 2,882 | ||||||||||||||||||||||||||||||||||
(1) Short-term debt consists of $39 million for the 2026 Notes as of December 31, 2025, and $236 million for the 2025 Notes as of December 31, 2024. Short-term debt and is presented within other current liabilities in the consolidated balance sheets.
Revolving Credit Facility
On March 13, 2025, Wayfair and certain of its subsidiaries (together, the “Guarantors”), and Wayfair LLC, a subsidiary of Wayfair, as borrower (the “Borrower”), entered into that certain amended and restated credit agreement (the “Amended and Restated Credit Agreement”) among Wayfair, the Borrower, the lenders and letter of credit issuers parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent and a letter of credit issuer. The Amended and Restated Credit Agreement amends and restates and replaces that certain credit agreement, dated as of March 24, 2021 (as amended, amended and restated, supplemented and/or otherwise modified from time to time prior to entry into the Amended and Restated Credit Agreement), by and among the Borrower, Wayfair, each other credit party from time to time party thereto, each lender from time to time party thereto, Citibank N.A. as the administrative agent for the lenders and letter of credit issuer, and each other letter of credit issuer from time to time party thereto.
The Amended and Restated Credit Agreement provides for a $500 million senior secured revolving credit facility (the “Revolver”) with a maturity of March 13, 2030, subject to a springing earlier maturity in certain circumstances. Debt issuance costs for the Revolver are included in other non-current assets and are amortized to interest expense over the Revolver’s term. As of December 31, 2025, there were no revolving loans outstanding under the Revolver.
Under the Amended and Restated Credit Agreement, the Borrower may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver. Wayfair had $94 million outstanding letters of credit as of December 31, 2025, primarily as security for lease agreements, which reduced the availability of credit under the Revolver. Any amounts outstanding under the Revolver are due at maturity. In addition, subject to the terms and conditions set forth in the Amended and Restated Credit Agreement, the Borrower is required to make certain mandatory prepayments prior to maturity.
The proceeds of the Revolver may be used to finance working capital and for other general corporate purposes. The Borrower’s obligations under the Revolver are guaranteed by the Guarantors. The obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including, with certain exceptions, all of the capital stock of Wayfair’s domestic subsidiaries and 65% of the voting capital stock and 100% of the non-voting capital stock of Wayfair’s first-tier foreign subsidiaries.
The Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) with respect to loans denominated in U.S. dollars, either (x) the Adjusted Term SOFR (as defined in the Amended and Restated Credit Agreement) rate or (y) the base rate (which is the highest of (x) the prime rate, (y) one-half of 1.00% in excess of the federal funds effective rate and (z) 1.00% in excess of the one-month Adjusted Term SOFR rate), (ii) with respect to loans denominated in an alternative currency (other than Pounds Sterling), the Adjusted Eurocurrency Rate (as defined in the Amended and Restated Credit Agreement) or (iii) with respect to loans denominated in Pounds Sterling, the RFR (as defined in the Amended and Restated Credit Agreement) rate, plus, in each case, an applicable margin.
As of December 31, 2025, the applicable margin for Adjusted Term SOFR and Adjusted Eurocurrency Rate loans is 1.25% per annum, the applicable margin for base rate loans is 0.25% per annum and the applicable margin for RFR loans is 1.2826% per annum. The applicable margin is subject to specified changes depending on Wayfair’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured revolving credit facilities, including covenants that, among other things, limit or restrict our ability, subject to negotiated exceptions, to incur additional indebtedness and additional liens on our assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, or change the nature of our businesses. The Revolver also contains customary events of default, subject to thresholds and grace periods, including, among others, payment default, covenant default, cross default to other material indebtedness and judgment default. In addition, the Amended and Restated Credit Agreement requires Wayfair to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the Amended and Restated Credit Agreement) of no more than 4.00 to 1.00, subject to a 0.50 step up following certain permitted acquisitions. Wayfair does not expect any of these restrictions to affect or limit the ability to conduct business in the ordinary course. As of December 31, 2025, Wayfair was in compliance with all covenants.
Senior Secured Notes
The following table summarizes certain terms related to the Company’s current outstanding senior secured notes (collectively, the “Senior Secured Notes,” together with the “Convertible Notes” (as defined below), the “Notes”):
| Senior Secured Notes | Maturity Date | Annual Coupon Rate | Annual Effective Interest Rate | Payment Dates for Semi-Annual Interest Payments in Arrears | ||||||||||||||||||||||
| 2029 Secured Notes | October 31, 2029 | 7.250% | 7.5% | April 15 and October 15 | ||||||||||||||||||||||
| 2030 Secured Notes | September 15, 2030 | 7.750% | 7.9% | March 15 and September 15 | ||||||||||||||||||||||
| 2032 Secured Notes | November 15, 2032 | 6.750% | 6.8% | May 15 and November 15 | ||||||||||||||||||||||
On October 8, 2024, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $800.0 million aggregate principal amount of 7.250% senior secured notes due 2029 (the “2029 Secured Notes”). The 2029 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 2029 Secured Notes will be senior secured obligations of the Issuer. Interest on the 2029 Secured Notes is payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing on April 15, 2025, at a rate of 7.250% per annum. The annual effective interest rate of the 2029 Secured Notes is 7.50%. Transaction costs to issue the 2029 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 2029 Secured Notes. The 2029 Secured Notes will mature on October 31, 2029, unless earlier redeemed, in accordance with their terms or repurchased.
On March 13, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $700 million aggregate principal amount of 7.750% senior secured notes due 2030 (the “2030 Secured Notes”). The 2030 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 2030 Secured Notes will be senior secured obligations of the Issuer. Interest on the 2030 Secured Notes is payable semi-annually, in arrears, on March 15 and September 15 of each year, commencing on September 15, 2025, at a rate of 7.750% per annum. The annual effective interest rate of the 2030 Secured Notes is 7.90%. Transaction costs to issue the 2030 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 2030 Secured Notes. The 2030 Secured Notes will mature on September 15, 2030, unless earlier redeemed, in accordance with their terms or repurchased.
On November 7, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $700 million aggregate principal amount of 6.750% senior secured notes due 2032 (the “2032 Secured Notes” and, together with the 2029 Secured Notes and the “2030 Secured Notes”, the “Senior Secured Notes,” and the Senior Secured Notes, together with the Convertible Notes (as defined below), the “Notes”). The 2032 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 2032 Secured Notes will be senior secured obligations of the Issuer. Interest on the 2032 Secured Notes is payable semi-annually, in arrears, on May 15 and November 15 of each year, commencing on May 15, 2026, at a rate of 6.750% per annum. The annual effective interest rate of the 2032 Secured Notes is 6.80%. Transaction costs to issue the 2032 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 2032 Secured Notes. The 2032 Secured Notes will mature on November 15, 2032, unless earlier redeemed, in accordance with their terms or repurchased.
Senior Secured Note Indentures
The Senior Secured Notes are governed by separate indentures between the Issuer, the guarantors named therein (including Wayfair) and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. Each indenture contains covenants that restrict the Issuer’s ability and the ability of its restricted subsidiaries to, among other things, incur additional indebtedness, declare or pay dividends, redeem stock or make other distributions or restricted payments, make certain investments, create certain liens, enter into certain transactions with affiliates, agree to certain restrictions on the ability of the Issuer’s restricted subsidiaries to make certain payments, sell or transfer certain assets and consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its restricted subsidiaries’ assets.
These 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 Senior Secured Notes for so long as the Senior Secured Notes have investment grade ratings from any two of the prescribed rating agencies. If a change of control occurs, the Issuer may be required to offer the holders of the Senior Secured Notes an opportunity to sell all or part of their Senior Secured Notes at a purchase price of 101% of the principal amount of such Senior Secured 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 Senior Secured Notes. As of December 31, 2025, Wayfair was in compliance with all covenants in the indentures.
The indentures provide 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 Senior Secured Notes is invalid or unenforceable.
Convertible Notes
The following table summarizes certain terms related to the Company’s current outstanding convertible notes (collectively, the “Convertible Notes”:
| Convertible Notes | Maturity Date | Annual Coupon Rate | Annual Effective Interest Rate | Payment Dates for Semi-Annual Interest Payments in Arrears | ||||||||||||||||||||||
| 2026 Notes | August 15, 2026 | 1.000% | 1.2% | February 15 and August 15 | ||||||||||||||||||||||
| 2027 Notes | September 15, 2027 | 3.250% | 3.6% | March 15 and September 15 | ||||||||||||||||||||||
| 2028 Notes | November 15, 2028 | 3.500% | 3.8% | May 15 and November 15 | ||||||||||||||||||||||
In August 2020, Wayfair issued $1.518 billion in aggregate principal amount of 0.625% Convertible Senior Notes due 2025 (the “2025 Notes”), which included the exercise in full of a $198.0 million option granted to the initial purchasers. In connection with the issuance of the 2025 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2025 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2025 Notes (the “2025 Capped Calls”). In September 2022, in connection with the issuance of the 2027 Notes, as defined below, Wayfair repurchased for cash $229 million aggregate principal amount of the 2025 Notes. In May 2023, in connection with the issuance of the 2028 Notes, as defined below, Wayfair repurchased for cash $535 million aggregate principal amount of the 2025 Notes. On November 11, 2024, Wayfair repurchased for cash $518 million aggregate principal amount of the 2025 Notes. On May 9, 2025, Wayfair repurchased for cash $80 million in aggregate principal amount of the 2025 Notes. For more information, see “Partial Extinguishment of Convertible Notes” below. On October 1, 2025, the 2025 Notes matured and Wayfair paid in cash the remaining outstanding principal of $157 million to the holders of the 2025 Notes.
In August 2019, Wayfair issued $948.75 million in aggregate principal amount of 1.000% Convertible Senior Notes due 2026 (the “2026 Notes”), which included the exercise in full of a $123.75 million option granted to the initial purchasers. In connection with the 2026 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2026 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes (the “2026 Capped Calls”). On November 11, 2024, Wayfair repurchased for cash $215 million aggregate principal amount of the 2026 Notes. On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $578 million in aggregate principal amount of the 2026 Notes. On May 9, 2025, Wayfair repurchased for cash $118 million aggregate principal amount of the 2026 Notes. For more information, see “Partial Extinguishment of Convertible Notes” below.
In September 2022, Wayfair issued $690.0 million in aggregate principal amount of 3.250% Convertible Senior Notes due 2027 (the “2027 Notes”), which included the exercise in full of a $90.0 million option granted to the initial purchasers. In connection with the issuance of the 2027 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2027 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2027 Notes (the “2027 Capped Calls”). On November 12, 2025, Wayfair repurchased for cash $210 million aggregate principal amount of the 2027 Notes. For more information, see “Partial Extinguishment of Convertible Notes” below. On February 6, 2026, Wayfair issued a notice to holders of the Company’s 3.25% Convertible Senior Notes due 2027 calling for redemption $250 million principal amount of the outstanding Notes. On March 23, 2026 (the “Redemption Date”), any outstanding Notes that are called for redemption and have not been submitted for conversion will be redeemed for cash at a price equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date.
In May 2023, Wayfair issued $690.0 million in aggregate principal amount of 3.500% Convertible Senior Notes due 2028 (the “2028 Notes” and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Convertible Notes”), which included the exercise in full of a $90.0 million option granted to the initial purchasers. In connection with the issuance of the 2028 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2028 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2028 Notes (the “2028 Capped Calls”). On August 20, 2025, Wayfair repurchased $101 million in aggregate principal amount of the 2028 Notes. For more information, see “Partial Extinguishment of Convertible Notes” below.
Convertible Note Indentures
The Convertible Notes are governed by separate indentures between Wayfair, as issuer, and U.S. Bank National Association, as trustee. The Convertible Notes indentures also include Wayfair LLC, as guarantor. Each indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the respective Convertible Notes then outstanding may declare the entire principal amount or accreted principal amount, as the case may be, of the respective Convertible Notes plus accrued interest, if any, to be immediately due and payable.
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 Notes | Maturity Date | Free Convertibility Date | Initial Conversion Rate per $1,000 Principal | Initial Conversion Price | Redemption Date | |||||||||||||||||||||||||||
| 2026 Notes | August 15, 2026 | May 15, 2026 | 6.7349 | $148.48 | August 20, 2023 | |||||||||||||||||||||||||||
| 2027 Notes | September 15, 2027 | June 15, 2027 | 15.7597 | $63.45 | September 20, 2025 | |||||||||||||||||||||||||||
| 2028 Notes | November 15, 2028 | August 15, 2028 | 21.8341 | $45.80 | May 20, 2026 | |||||||||||||||||||||||||||
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 -business day period after any 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 2027 Notes and 2028 Notes were triggered during the calendar quarter ended December 31, 2025, therefore the 2027 Notes and 2028 Notes are convertible during the calendar quarter ended March 31, 2026. The conditional conversion features of the 2026 Notes were not triggered during the calendar quarter ended December 31, 2025, therefore, the 2026 Notes are not convertible during the calendar quarter ended March 31, 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. The Company has not called for redemption or redeemed any of the Convertible Notes as of December 31, 2025.
Accounting for the Convertible Notes
The Convertible Notes are recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Convertible Notes are not derivatives that require bifurcation and the Convertible Notes do not involve a substantial premium. Transaction costs to issue the Convertible 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 Convertible Notes.
Partial Extinguishment of Convertible Notes
On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $578 million in aggregate principal amount of the 2026 Notes. In accounting for the repurchases, Wayfair recorded a $25 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $551 million and the net carrying value of the 2026 Notes of $576 million.
On May 9, 2025, Wayfair used the remaining proceeds from the 2030 Secured Notes offering, together with cash on hand, to repurchase $80 million in aggregate principal amount of the 2025 Notes and $118 million in aggregate principal amount of the 2026 Notes. In accounting for these repurchases, Wayfair recorded a $6 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $191 million and the combined net carrying value of the 2025 Notes and the 2026 Notes of $197 million.
On August 20, 2025, Wayfair repurchased $101 million in aggregate principal amount of the 2028 Notes. In accounting for the repurchases, Wayfair recorded a $99 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $200 million and the net carrying value of the 2028 Notes of $101 million.
On November 12, 2025, Wayfair repurchased $210 million in aggregate principal amount of the 2027 Notes. In accounting for the repurchases, Wayfair recorded a $165 million loss on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $375 million and the net carrying value of the 2027 Notes of $210 million.
Conversions of Convertible Notes
During the year ended December 31, 2025, there were no conversions of the Convertible Notes.
Interest Expense
The following table presents total interest expense recognized for the Notes for the years ended December 31:
| Year ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Notes | Contractual Interest Expense | Debt Discount Amortization | Total Interest Expense | Contractual Interest Expense | Debt Discount Amortization | Total Interest Expense | Contractual Interest Expense | Debt Discount Amortization | Total Interest Expense | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 Notes | — | — | — | 1 | — | 1 | 2 | 1 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 Notes | 1 | — | 1 | 4 | 2 | 6 | 6 | 2 | 8 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 Notes | 2 | — | 2 | 9 | 2 | 11 | 9 | 2 | 11 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2027 Notes | 22 | 3 | 25 | 22 | 2 | 24 | 22 | 2 | 24 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2028 Notes | 23 | 2 | 25 | 24 | 3 | 27 | 15 | 1 | 16 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2029 Secured Notes | 58 | 3 | 61 | 13 | — | 13 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 2030 Secured Notes | 43 | 1 | 44 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 2032 Secured Notes | 7 | — | 7 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 Accreting Notes | — | — | — | 1 | — | 1 | 1 | — | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 156 | $ | 9 | $ | 165 | $ | 74 | $ | 9 | $ | 83 | $ | 55 | $ | 8 | $ | 63 | ||||||||||||||||||||||||||||||||||||||
Fair Value of the Notes
As of December 31, 2025, the estimated fair value of the 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes, 2030 Secured Notes and 2032 Secured Notes was $39 million, $804 million, $1,354 million, $835 million, $747 million and $721 million, respectively. The estimated fair values of the Notes was 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 December 31, 2025, the if-converted value of the 2027 Notes and of the 2028 Notes exceeded the principal value by $280 million and $702 million, respectively. As of December 31, 2025, the if-converted value of the 2026 Notes did not exceed the principal value.
Seniority of the Notes
The 2029 Secured Notes, 2030 Secured Notes and 2032 Secured Notes are senior secured debt obligations secured by first-priority liens, which assets also secure the Revolver on a first-priority pari passu basis. The 2029 Secured Notes, 2030 Secured Notes and 2032 Secured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors. The Convertible Notes are general senior unsecured obligations of Wayfair. The Convertible Notes rank senior in right of payment to any of Wayfair’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, rank equal in right of payment to Wayfair’s existing and future unsecured indebtedness that is not so subordinated and are effectively subordinated in right of payment to any of Wayfair’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Convertible Notes are structurally subordinated to all existing and future indebtedness and liabilities of Wayfair’s subsidiaries.
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 Calls (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 Calls | Maturity Date | Initial Cap Price | Cap Price Premium | |||||||||||||||||
| 2027 Capped Calls | September 15, 2027 | $97.62 | 100% | |||||||||||||||||
| 2028 Capped Calls | November 15, 2028 | $73.28 | 100% | |||||||||||||||||
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.
2026 Capped Calls Unwind
During the year ended December 31, 2025, Wayfair completed an unwind of the 2026 Capped Calls. The proceeds received from the unwind were included as an increase to additional paid-in-capital within stockholders’ deficit.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 26, 2018 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.