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Wayfair Inc.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

W$111.74-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-01.

0001616707-25-000049

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-04.

0001616707-25-000070

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 137 previous paragraphs and 175 current paragraphs.

101 unchanged; 35 reworded; 22 added; 1 removed; 0 previous and 17 current paragraphs rearranged.

Tables are not compared: 15 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

During the three months ended June 30, 2025, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative increased by $4 million, or 4.2%, compared to the same period in 2024, as a result of restricted stock units awarded during the three months ended June 30, 2025.

Current report

During the three months ended June 30, 2025, excluding the impact of equity-based compensation, our expenses for customer service and merchant fees increased by $1 million, or 0.9%, compared to the same period in 2024. The increase in customer service and merchant fees is primarily due to higher net revenue, partially offset by lower compensation costs.

Current report

During the three months ended June 30, 2025, impairment and other related charges remained relatively flat compared to the same period in 2024.

Current report

During the three months ended June 30, 2025, restructuring charges increased by $9 million, or 100.0%, compared to the same period in 2024. As a percentage of net revenue, restructuring charges increased to 0.3% from 0.0% in the same period in 2024.

Current report

During the six months ended June 30, 2025, net revenue increased by $157 million, or 2.7%, compared to the same period in 2024, which reflects our ongoing execution of business initiatives amid persistent macroeconomics pressures on consumers. The increase in net revenue is due to higher average order value resulting from brand and consumer mix shifts, compared to the same period in 2024.

Current report

As a percentage of net revenue, cost of goods sold decreased to 69.7% for the six months ended June 30, 2025, compared to 69.9% in the same period in 2024 due to growth of our supplier services partially offset by investments in the customer experience, and a benefit recognized during the three months ended March 31, 2025 related to a resolution on the valuation of duties, compared to the same period in 2024.

Current report

As a percentage of net revenue, total customer service and merchant fees decreased to 3.8% for the six months ended June 30, 2025, compared to 4.1% in the same period in 2024 due to decreased compensation costs.

Current report

As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 14.9%for the six months ended June 30, 2025, compared to 17.5% in the same period in 2024, primarily due to decreased compensation costs.

Current report

During the six months ended June 30, 2024, we recorded charges of $1 million related to changes in sublease market conditions for an identified U.S. office location.

Current report

During the six months ended June 30, 2025, interest expense, net increased to $52 million, compared to $10 million in the same period in 2024, primarily driven by the issuances of the 2029 Secured Notes in October 2024 and of the 2030 Secured Notes in March 2025.

Current report

During the six months ended June 30, 2025, Wayfair recorded a $31 million gain on debt extinguishment upon repurchase of $80 million in aggregate principal amount of the 2025 Notes and $696 million in aggregate principal amount of the 2026 Notes.
Removed paragraphs (1)

Previous report

On March 13, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair, issued $700 million aggregate principal amount of the 2030 Secured Notes. The 2030 Secured Notes will mature on September 15, 2030, unless earlier redeemed, in accordance with their terms or repurchased. The 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.
Reworded paragraphs (35)

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our investment plans and anticipated returns on those investments; our future customer growth; our future results of operations and financial position; including our exit from the German market; available liquidity and access to financing sources; our business strategy, plans and objectives of management for future operations, including our international growth and omni-channel strategy; consumer activity and behaviors; developments in our technology and systems and anticipated results of those developments; and the impact of macroeconomic events, including tariffs, interest rates, inflation and changes in tariffs and global trade relations, and our response to such events, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these terms or other similar expressions.

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our investment plans and anticipated returns on those investments; our future customer growth; our future results of operations and financial position; including the exit of our German business; available liquidity and access to financing sources; our business strategy, plans and objectives of management for future operations, including our international growth and omni-channel strategy; consumer activity and behaviors; developments in our technology and systems and anticipated results of those developments; and the impact of macroeconomic events, including tariffs, interest rates, inflation and changes in tariffs and global trade relations, and our response to such events, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these terms or other similar expressions.

Previous wording

•our ability to manage the impacts of our restructurings and workforce reductions, including our exit from the German market;

Current wording

•our ability to manage the impacts of our restructurings and workforce reductions, including the exit of our German business;

Previous wording

All dollar and percentage comparisons made herein refer to the three months ended March 31, 2025 compared to the three months ended March 31, 2024, unless otherwise noted.

Current wording

All dollar and percentage comparisons made herein refer to the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, unless otherwise noted.

Previous wording

During the three months ended March 31, 2025, net revenue increased by 0.04% compared to the same period in 2024. As of March 31, 2025, we had 21 million active customers and during the three months ended March 31, 2025, 80.2% of orders came from repeat buyers. The increased sales were due to higher average order value, partially offset by lower volume, which was driven by challenges in the category such as macroeconomic pressures, including consumer spending patterns and housing market conditions, compared to the same period in 2024. We also continued to manage our advertising spend according to a return on investment-oriented approach that carefully tracks and monitors the results of advertising campaigns as we seek to maintain appropriate return targets.

Current wording

During the three months ended June 30, 2025, net revenue increased by 5.0% compared to the same period in 2024. As of June 30, 2025, we had 21 million active customers and during the three months ended June 30, 2025, 80.6% of orders came from repeat buyers. The increased sales represents our ongoing execution of business initiatives amid persistent macroeconomics pressures on consumers. We also continued to manage our advertising spend according to a return on investment-oriented approach that carefully tracks and monitors the results of advertising campaigns as we seek to maintain appropriate return targets.

Previous wording

As disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, our business is subject to risks related to trade policy, including new or increased tariffs by the United States (“U.S.”) and/or other foreign governments. Starting in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries, including the home goods category, and multiple nations have announced tariffs and other actions in response. Trade negotiations are ongoing, but overall the global trade environment remains fluid and highly uncertain. Despite this uncertainty, we believe the structural characteristics of our retail platform position us to capture incremental market share within a category that is largely unbranded and highly substitutable. We have and will continue to partner with our suppliers to help them strategize and deliver value for our customers.

Current wording

As disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, our business is subject to risks related to trade policy, including new or increased tariffs by the United States (“U.S.”) and/or other foreign governments. Starting in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries, including the home goods category, and multiple nations have announced tariffs and other actions in response. While some trade deals have been reached, trade negotiations are ongoing, and overall the global trade environment remains fluid and highly uncertain. Despite this uncertainty, we believe the structural characteristics of our retail platform position us to capture incremental market share within a category that is largely unbranded and highly substitutable. We have and will continue to partner with our suppliers to help them strategize and deliver value for our customers.

Previous wording

Further, we continue to closely monitor additional macroeconomic conditions, including, but not limited to, general economic instability, changes in tax laws or regulations or other governmental actions or policies, sustained higher interest rates and inflationary pressures, on our business, results of operations and financial results. These developments have and may continue to negatively impact global economic activity and consumer behavior, which have and may continue to adversely affect our business and our results of operations. As our customers react to these global economic conditions, we may take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.

Current wording

Further, we continue to closely monitor additional macroeconomic conditions, including, but not limited to, general economic instability, changes in tax laws or regulations or other governmental actions or policies, sustained higher interest rates and inflationary pressures, on our business, results of operations and financial results. For example, on July 4, 2025, the OBBBA was signed into law, which contains a broad range of tax reform provisions affecting businesses. While we continue to evaluate the full impact of this new legislation, we expect that the legislation will likely not have a material impact on our financial statements. Nevertheless, these types of developments have and may continue to negatively impact global economic activity and consumer behavior, which have and may continue to adversely affect our business and our results of operations. As our customers react to these global economic conditions, we may take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.

Previous wording

During the three months ended March 31, 2025, net revenue increased by $1 million, or was close to flat, compared to the same period in 2024, representing a marginal increase amid persistent macroeconomics pressures on consumers. The increase in net revenue is due to higher average order value, partially offset by lower order volume, which was driven by challenges in the category such as macroeconomic pressures, including consumer spending patterns and housing market conditions, compared to the same period in 2024.

Current wording

During the three months ended June 30, 2025, net revenue increased by $156 million, or 5.0%, compared to the same period in 2024, which reflects our ongoing execution of business initiatives amid persistent macroeconomics pressures on consumers. The increase in net revenue is primarily due to higher average order value resulting from brand and consumer mix shifts, compared to the same period in 2024.

Previous wording

Cost of goods sold is sensitive to many factors, including quarter-to-quarter variability in product mix, pricing strategies, changes in wholesale, shipping and fulfillment costs, including associated applicable customs duties and fees earned for supplier services rendered. During the three months ended March 31, 2025, cost of goods sold decreased by $17 million, or 0.9%, compared to the same period in 2024. The decrease in cost of goods sold is driven by lower order volume and a benefit recognized during the three months ended March 31, 2025 related to a resolution on the valuation of duties, compared to the same period in 2024.

Current wording

Cost of goods sold is sensitive to many factors, including quarter-to-quarter variability in product mix, pricing strategies, changes in wholesale, shipping and fulfillment costs, including associated applicable customs duties and fees earned for supplier services rendered. During the three months ended June 30, 2025, cost of goods sold increased by $113 million, or 5.2%, compared to the same period in 2024. The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2024.

Previous wording

As a percentage of net revenue, cost of goods sold decreased to 69.3% for the three months ended March 31, 2025 compared to 70.0% in the same period in 2024, primarily due to lower order volume.

Current wording

As a percentage of net revenue, cost of goods sold increased to 69.9% for the three months ended June 30, 2025 compared to 69.8% in the same period in 2024, due to investments in the customer experience, partially offset by the growth of our supplier services.

Previous wording

As a percentage of net revenue, total customer service and merchant fees decreased to 3.9% for the three months ended March 31, 2025 compared to 4.3% in the same period in 2024 primarily due to decreased compensation costs.

Current wording

As a percentage of net revenue, total customer service and merchant fees decreased to 3.7% for the three months ended June 30, 2025 compared to 3.9% in the same period in 2024 primarily due to decreased compensation costs.

Previous wording

During the three months ended March 31, 2025, our advertising expenses increased by $20 million, or 6.2%, compared to the same period in 2024. The increase reflects our response to changing market conditions and renewed investment opportunities as we seek to maintain our return targets across various channels.

Current wording

During the three months ended June 30, 2025, our advertising expenses increased by $7 million, or 1.9%, compared to the same period in 2024. The increase reflects our response to changing market conditions and renewed investment opportunities as we seek to maintain our return targets across various channels.

Previous wording

As a percentage of net revenue, advertising expenses increased to 12.6% for the three months ended March 31, 2025 compared to 11.9% in the same period in 2024 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.

Current wording

As a percentage of net revenue, advertising expenses decreased to 11.4% for the three months ended June 30, 2025 compared to 11.7% in the same period in 2024 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.

Previous wording

During the three months ended March 31, 2025, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $50 million, or 12.0%, compared to the same period in 2024. The decrease is primarily due to decreased compensation costs, driven by workforce reductions.

Current wording

During the three months ended June 30, 2025, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $29 million, or 7.3%, compared to the same period in 2024. The decrease is primarily due to decreased compensation costs, driven by workforce reductions.

Previous wording

As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 15.7% for the three months ended March 31, 2025, compared to 19.6% in the same period in 2024, primarily due to decreased compensation costs.

Current wording

As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 14.2% for the three months ended June 30, 2025, compared to 15.7% in the same period in 2024, primarily due to decreased compensation costs.

Previous wording

During the three months ended March 31, 2025, interest expense, net increased by $17 million or 283.3%, compared to the same period in 2024, primarily driven by the issuance of the 2029 Secured Notes (as defined below) in October 2024.

Current wording

During the three months ended June 30, 2025, interest expense, net increased by $25 million compared to the same period in 2024, primarily driven by the issuance of the 2029 Secured Notes in October 2024 and of the 2030 Secured Notes in March 2025.

Previous wording

During the three months ended March 31, 2025, other income (expense), net increased by $14 million or 350.0%, compared to the same period in 2024, primarily driven by foreign currency transaction gains. Included in other income (expense), net are changes in foreign currency transaction gains and losses and long-term investment income or losses.

Current wording

During the three months ended June 30, 2025, other income (expense), net increased by $24 million compared to the same period in 2024, primarily driven by foreign currency rate fluctuations between the U.S. Dollar and the Canadian Dollar. Included in other income (expense), net are changes in foreign currency transaction gains and losses and long-term investment income or losses.

Previous wording

During the three months ended March 31, 2025, gain on debt extinguishment increased by $25 million, or 100.0%.

Current wording

During the three months ended June 30, 2025, gain on debt extinguishment increased by $6 million, or 100.0%, compared to the same period in 2024.

Previous wording

During the three months ended March 31, 2025, and in connection with the issuance of the 2030 Secured Notes (as defined below), we 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 (as defined below) of $576 million.

Current wording

During the three months ended June 30, 2025, we 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 net carrying value of the 2026 Notes of $197 million.

Previous wording

During the three months ended March 31, 2025, our provision for income taxes remained constant at $3 million compared to the same period in 2024, primarily related to the level and mix of income earned in the U.S. and certain foreign jurisdictions and U.S. state income taxes.

Current wording

During the three months ended June 30, 2025, our provision for income taxes remained constant at $2 million compared to the same period in 2024.

Previous wording

During the three months ended March 31, 2025, our U.S. net revenue increased by 1.6%. During the three months ended March 31, 2025, our International net revenue decreased by 10.9% compared to the same period in 2024, primarily due to the exit of our German business. During the three months ended March 31, 2025, International Net Revenue Constant Currency Growth was (7.1)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).

Current wording

During the six months ended June 30, 2025, our U.S. net revenue increased by 3.6% and International net revenue decreased by 3.4% compared to the same period in 2024, primarily due to the exit of our German business. During the six months ended June 30, 2025, International Net Revenue Constant Currency Growth was (2.1)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).

Previous wording

During the three months ended March 31, 2025, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $58 million, or 46.8%, compared to the same period in 2024. The decrease is driven by workforce reductions.

Current wording

During the six months ended June 30, 2025, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $54 million, or 24.7%, compared to the same period in 2024, driven by workforce reductions.

Previous wording

During the three months ended March 31, 2025, excluding the impact of equity-based compensation, our expenses for customer service and merchant fees decreased by $7 million, or 6.3%, compared to the same period in 2024. The decrease in customer service and merchant fees is primarily due to decreased compensation costs, driven by workforce reductions.

Current wording

During the six months ended June 30, 2025, excluding the impact of equity-based compensation, our expenses for customer service and merchant fees decreased by $6 million, or 2.6%, compared to the same period in 2024. The decrease in customer service and merchant fees is primarily due to decreased compensation costs.

Previous wording

During the three months ended March 31, 2025, impairment and other related charges increased by $23 million or 100.0%, compared to the same period in 2024. As a percentage of net revenue, impairment and other related charges increased to 0.8% from 0.0% in the same period in 2024.

Current wording

During the six months ended June 30, 2025, impairment and other related charges increased by $22 million compared to the same period in 2024. As a percentage of net revenue, impairment and other related net charges increased to 0.4% from 0.0% in the same period in 2024.

Previous wording

During the three months ended March 31, 2025, we recorded net charges of $23 million, inclusive of $20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with our German operations and $3 million associated with changes in sublease market conditions for a technology center in the U.S. Refer to Note 2, Supplemental Financial Statement Disclosures, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information.

Current wording

During the six months ended June 30, 2025, we recorded net charges of $23 million, inclusive of $20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with our German operations and $3 million associated with changes in sublease market conditions for a technology center in the U.S. Refer to Note 2, Supplemental Financial Statement Disclosures, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information.

Previous wording

During the three months ended March 31, 2025, restructuring charges decreased by $23 million or 29.1% as compared to the same period in 2024. As a percentage of net revenue, restructuring charges decreased to 2.1% from 2.9% in the same period in 2024.

Current wording

During the six months ended June 30, 2025, restructuring charges decreased by $14 million, or 17.7%, compared to the same period in 2024. As a percentage of net revenue, restructuring charges decreased to 1.1% from 1.4% in the same period in 2024.

Previous wording

During the three months ended March 31, 2025, we incurred $56 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $40 million related to the Germany Restructuring and $16 million related to the March 2025 workforce reduction. During the three months ended March 31, 2024, we incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction.

Current wording

During the six months ended June 30, 2025, Wayfair incurred $65 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $46 million related to the Germany Restructuring and $19 million related to the March 2025 workforce reduction. During the six months ended June 30, 2024, Wayfair incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction.

Previous wording

As of March 31, 2025, our principal source of liquidity was cash and cash equivalents and short-term investments totaling $1.4 billion. Additionally, we have a $500 million senior secured revolving credit facility that matures on March 13, 2030 (the “Revolver”). As of March 31, 2025, there were no revolving loans outstanding under the Revolver. We had outstanding letters of credit, primarily as security for certain lease agreements, for$71 million as of March 31, 2025, which reduced the availability of credit under the Revolver. Excluding liquidity available through our Revolver, the following table shows sources of liquidity for the periods presented:

Current wording

As of June 30, 2025, our principal source of liquidity was cash and cash equivalents and short-term investments totaling $1.4 billion. Additionally, we have a $500 million senior secured revolving credit facility that matures on March 13, 2030 (the “Revolver”). As of June 30, 2025, there were no revolving loans outstanding under the Revolver. We had outstanding letters of credit, primarily as security for certain lease agreements, for$74 million as of June 30, 2025, which reduced the availability of credit under the Revolver. Excluding liquidity available through our Revolver, the following table shows sources of liquidity for the periods presented:

Previous wording

As of March 31, 2025, we had $3.3 billion principal amount of indebtedness outstanding. Our indebtedness includes unsecured 0.625% Convertible Senior Notes due 2025 (the “2025 Notes”), unsecured 1.00% Convertible Senior Notes due 2026 (the “2026 Notes”), unsecured 3.25% Convertible Senior Notes due 2027 (the “2027 Notes”), unsecured 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”, and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Convertible Notes”), 7.250% Senior Secured Notes due 2029 (the “2029 Secured Notes”) and 7.750% Senior Secured Notes due 2030 (the “2030 Secured Notes”, together with the 2029 Secured Notes, the “Senior Secured Notes” and together with the Convertible Notes, the “Notes”).

Current wording

As of June 30, 2025, we had $3.1 billion principal amount of indebtedness outstanding. Our indebtedness includes unsecured 0.625% Convertible Senior Notes due 2025 (the “2025 Notes”), unsecured 1.00% Convertible Senior Notes due 2026 (the “2026 Notes”), unsecured 3.25% Convertible Senior Notes due 2027 (the “2027 Notes”), unsecured 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”, and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Convertible Notes”), 7.250% Senior Secured Notes due 2029 (the “2029 Secured Notes”) and 7.750% Senior Secured Notes due 2030 (the “2030 Secured Notes”, together with the 2029 Secured Notes, the “Senior Secured Notes” and together with the Convertible Notes, the “Notes”).

Previous wording

On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, we repurchased $578 million aggregate principal amount of the 2026 Notes. See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information on debt and other financing transactions.

Current wording

On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, we repurchased $578 million in aggregate principal amount of the 2026 Notes. On May 9, 2025, we 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. See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information on debt and other financing transactions.

Previous wording

The conditional conversion features of the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended March 31, 2025, therefore, the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended June 30, 2025 pursuant to the applicable last reported sales price conditions.

Current wording

The conditional conversion features of the 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended June 30, 2025, therefore, the 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended September 30, 2025 pursuant to the applicable last reported sales price conditions. On July 1, 2025, the 2025 Notes became freely convertible and the holders of the 2025 Notes may convert all or a portion of their 2025 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

Previous wording

Cash flows used in by operating activities decreased by $43 million during the three months ended March 31, 2025, compared to the same period in 2024, primarily due to a decrease in net loss adjusted for non-cash items of $68 million, partially offset by an increase of $25 million for cash changes in operating assets and liabilities.

Current wording

Cash flows provided by operating activities increased by $71 million during the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in net loss adjusted for non-cash items of $129 million, partially offset by an increase of $58 million for cash changes in operating assets and liabilities.

Previous wording

Cash flows used in investing activities decreased by $58 million during the three months ended March 31, 2025, compared to the same period in 2024, due to increases in sales and maturities of short- and long-term investments of $29 million, decreases in purchases of short- and long-term investments of $18 million and decreases in purchases of property and equipment and site and software development costs of $11 million.

Current wording

Cash flows used in investing activities decreased by $44 million during the six months ended June 30, 2025, compared to the same period in 2024, due to increases in purchases of short- and long-term investments of $17 million, increases in sales and maturities of short- and long-term investments of $31 million, decreases in purchases of property and equipment and site and software development costs of $30 million.

Previous wording

Purchases of property and equipment and site and software development costs (collectively, “Capital Expenditures”) were 1.6% of net revenue for the three months ended March 31, 2025 and related primarily to equipment purchases and improvements for leased warehouses within our expanding logistics network and ongoing investments, including our physical retail store expansion, proprietary technology and operational platform.

Current wording

Purchases of property and equipment and site and software development costs (collectively, “Capital Expenditures”) were 1.4% of net revenue for the six months ended June 30, 2025 and related primarily to equipment purchases and improvements for leased warehouses within our expanding logistics network and ongoing investments, including our physical retail store expansion, proprietary technology and operational platform.

Previous wording

Cash flows provided by financing activities increased by $140 million during the three months ended March 31, 2025, compared to the same period in 2024. The increase in cash provided by is due to net proceeds from the issuance of debt of $691 million, partially offset by payments to extinguish debt of $551 million.

Current wording

Cash flows used in financing activities increased by $63 million during the six months ended June 30, 2025, compared to the same period in 2024. The increase in cash used is primarily due to payments to extinguish debt of $742 million, partially offset by proceeds from the issuance of debt of $691 million.

Previous wording

During the three months ended March 31, 2025, we issued $700 million aggregate principal amount of the 2030 Secured Notes and repurchased $578 million aggregate principal amount of the 2026 Notes. See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information. Other than these financing transactions, there have been no material changes to our contractual obligations and estimates as compared to the contractual obligations described in Contractual Obligations included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

During the six months ended June 30, 2025, we issued $700 million in aggregate principal amount of the 2030 Secured Notes and repurchased $80 million in aggregate principal amount of the 2025 Notes and $696 million in aggregate principal amount of the 2026 Notes. See Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information. Other than these financing transactions, there have been no material changes to our contractual obligations and estimates as compared to the contractual obligations described in Contractual Obligations included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Current report — wording carried from elsewhere

During the three months ended June 30, 2025, our U.S. net revenue increased by 5.3%. During the three months ended June 30, 2025, our International net revenue increased by 3.1% compared to the same period in 2024, driven by growth across our remaining international markets, partially offset by the exit of our German business. During the three months ended June 30, 2025, International Net Revenue Constant Currency Growth was 2.1% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).

Current report — wording carried from elsewhere

During the three months ended June 30, 2025, we incurred $9 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $6 million related to the Germany Restructuring and $3 million related to the March 2025 workforce reduction.

Current report — wording carried from elsewhere

Comparison of the six months ended June 30, 2025 and 2024

Current report — wording carried from elsewhere

For more information on our segments, see Note 9, Segment and Geographic Information, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q.

Current report — wording carried from elsewhere

Cost of goods sold is sensitive to many factors, including quarter-to-quarter variability in product mix, pricing strategies, changes in wholesale, shipping and fulfillment costs, including associated applicable customs duties and fees earned for supplier services rendered. During the six months ended June 30, 2025, cost of goods sold increased by $96 million, or 2.3%, compared to the same period in 2024. The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2024.

Current report — wording carried from elsewhere

Operating expenses are comprised of customer service and merchant fees, advertising, selling, operations, technology, general and administrative expenses, impairment and other related net charges and restructuring charges. We disclose separately the equity-based compensation and related taxes that are included in customer service and merchant fees and selling, operations, technology and general and administrative expenses.

Current report — wording carried from elsewhere

(1) Includes equity-based compensation and related taxes as follows:

Current report — wording carried from elsewhere

The following table summarizes operating expenses as a percentage of net revenue, excluding equity-based compensation and related taxes:

Current report — wording carried from elsewhere

During the six months ended June 30, 2025, our advertising expenses increased by $27 million, or 3.9%, compared to the same period in 2024. The increase reflects our response to changing market conditions and renewed investment opportunities, as we sought to maintain our return targets across various channels.

Current report — wording carried from elsewhere

As a percentage of net revenue, advertising expenses increased to 11.9% forthe six months ended June 30, 2025 compared to 11.8% in the same period in 2024 due to changes in our advertising channel mix as we seek to maximize returns on advertising spend within our efficiency parameters.

Current report — wording carried from elsewhere

Selling, operations, technology, general and administrative

Current report — wording carried from elsewhere

During the six months ended June 30, 2025, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $79 million, or 9.7% compared to the same period in 2024. The decrease is primarily due to decreased compensation costs, driven by workforce reductions.

Current report — wording carried from elsewhere

Impairment and other related net charges

Current report — wording carried from elsewhere

During the six months ended June 30, 2025, other (expense) income, net increased by $38 million compared to the same period in 2024, primarily driven by foreign currency rate fluctuations between the U.S. Dollar and the Canadian Dollar. Included in other (expense) income, net are changes in foreign currency transaction gains and losses and long-term investment income or losses.

Current report — wording carried from elsewhere

During the six months ended June 30, 2025, gain on debt extinguishment increased by $31 million, or 100.0%, compared to the same period in 2024.

Current report — wording carried from elsewhere

Refer to Note 4, Debt and Other Financing, included in Part I, Item 1, Financial Statements, in this Quarterly Report on Form 10-Q for additional information.

Current report — wording carried from elsewhere

During the six months ended June 30, 2025, our provision for income taxes remained constant at $5 million compared to the same period in 2024.