Wayfair Inc.W

Wayfair Inc. Earnings Per Share Disclosure

10-KFiled Feb 19, 20262 min read
12. Loss per Share
The following table presents the calculation of basic and diluted loss per share:
 Year Ended December 31,
 202520242023
(in millions, except per share data)
Numerator:
Numerator for basic and diluted loss per share - net loss
$(313)$(492)$(738)
Denominator:
Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding
128 123 114 
Loss per share   
Basic$(2.44)$(4.01)$(6.47)
Diluted$(2.44)$(4.01)$(6.47)
The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted loss per share were as follows:
Year Ended December 31,
202520242023
(in millions)
Unvested restricted stock units1 2 5 
Unvested performance stock units5 — 
Shares related to convertible debt instruments21 31 36 
Total27 33 41 
Wayfair may settle conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election. The Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Convertible Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Convertible Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Convertible Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price.
For more information on the structure of the Notes and the Capped Calls, see Note 6, Debt and Other Financing.

Historical Timeline

Fiscal YearFiled
2025Feb 19, 2026Showing above
2024Feb 20, 2025
2023Feb 22, 2024
2022Feb 23, 2023
2021Feb 24, 2022
2020Feb 25, 2021
2019Feb 28, 2020
2017Feb 26, 2018

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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