Wayfair Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Nov 4, 2026
W$111.74-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001616707-26-000150
Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001616707-26-000198
Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 198 previous paragraphs and 195 current paragraphs.
128 unchanged; 59 reworded; 7 added; 8 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 26 previous and 26 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 (7)
Current report
During the three months ended September 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities increased by $18 million, or 5.0%, compared to the same period in 2025. The increase is due primarily to increased software and cloud computing costs and also reflects costs associated with a legal settlement.
Current report
As a percentage of net revenue, excluding the impact of equity-based compensation and related taxes, total selling, operations, technology, general and administrative expenses decreased to 11.1% for the three months ended September 30, 2026, compared to 11.5% in the same period in 2025, due primarily to increased revenue, partially offset by increased software and cloud computing costs and also reflects costs associated with a legal settlement.
Current report
Other income (expense), net
Current report
Comparison of the nine months ended September 30, 2026 and 2025
Current report
As a percentage of net revenue, excluding the impact of equity-based compensation and related taxes, total customer service and merchant fees remained relatively constant at 3.7% for the nine months ended September 30, 2026 compared to the same period in 2025.
Current report
NM - Not Meaningful
Current report
During the three and nine months ended September 30, 2026, Wayfair entered into an equity instrument for $60 million to facilitate the repurchase of the Company’s Class A common stock. The equity instrument was settled on October 28, 2026, resulting in a cash settlement of $64 million.
Removed paragraphs (8)
Previous report
As a percentage of net revenue, total customer service and merchant fees decreased to 3.6% for the three months ended June 30, 2026 compared to 3.7% in the same period in 2025 due to increased net revenue and decreased compensation costs.
Previous report
During the three months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $9 million, or 2.4%, compared to the same period in 2025. The decrease is due primarily to amortization expenses and capitalized labor costs, partially offset by increases in technology spend.
Previous report
As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 12.2% for the three months ended June 30, 2026, compared to 14.2% in the same period in 2025, primarily due to decreased compensation costs and increased net revenue.
Previous report
During the three months ended June 30, 2026, impairment and other related charges increased by $2 million, or 100.0%, compared to the same period in 2025. The increase is due to the exit of a customer service center in the U.S. No impairment charges were recorded during the three months ended June 30, 2025.
Previous report
During the three months ended June 30, 2026, we 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.
Previous report
Comparison of the six months ended June 30, 2026 and 2025
Previous report
Other (expense) income, net
Previous report
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 will mature on May 31, 2034, 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 (59)
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 are forward looking statements, including statements regarding our investment plans and anticipated returns on those investments; our plans for growth, including customer and revenue growth and growth rates; our future results of operations and financial position; available liquidity and access to financing sources; performance across our brands and segments; anticipated cost-cutting and liability and dilution management exercises and the expected results of such exercises; our business strategy; anticipated benefits of our strategic initiatives; plans and objectives of management for future operations, including regarding our physical retail stores and omni-channel strategy; investment in our logistics network; consumer activity and behaviors; developments in our technology and systems, including our use of artificial intelligence and machine learning technologies and the anticipated results of those developments; and the impact of macroeconomic events, including interest rates, tariffs and inflation, and our response to such events. 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 are forward-looking statements, including statements regarding our investment plans and anticipated returns on those investments; our plans for growth, including customer, order and revenue growth in the U.S. and abroad, and market share growth and growth rates; our future results of operations and financial position; available liquidity and access to financing sources; performance across our brands and segments; anticipated cost-cutting and liability and dilution management exercises and the expected results of such exercises; our business strategy; anticipated benefits of our strategic initiatives; plans and objectives of management for future operations, including regarding our physical retail stores and omni-channel strategy; investment in our logistics network; consumer activity and behaviors; developments in our technology and systems, including our use of artificial intelligence and machine learning technologies and the anticipated results of those developments; and the impact of macroeconomic events, including interest rates, tariffs and inflation, and our response to such events. 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
A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results include the cautionary statements herein and in our other filings with the Securities and Exchange Commission, including those set forth under Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. We qualify all of our forward-looking statements by these cautionary statements.
Current wording
A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results includes the cautionary statements herein and in our other filings with the Securities and Exchange Commission, including those set forth under Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. We qualify all of our forward-looking statements by these cautionary statements.
Previous wording
During the three months ended June 30, 2026, net revenue increased by 7.5% compared to the same period in 2025. As of June 30, 2026, we had 22 million active customers and during the three months ended June 30, 2026, 80.2% of orders came from repeat buyers. The increased sales represents our ongoing execution of business initiatives amid persistent macroeconomic 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.
Current wording
During the three months ended September 30, 2026, net revenue increased by 9.7% compared to the same period in 2025. As of September 30, 2026, we had 22 million active customers and during the three months ended September 30, 2026, 80.0% of orders came from repeat buyers. The increase in sales represents our ongoing execution of business initiatives amid persistent macroeconomic 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
Our Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share are measured on a consolidated basis, while our Adjusted EBITDA and Adjusted EBITDA Margin is measured on a consolidated and reportable segment basis. All other key financial statement and operating metrics are derived and reported from our consolidated net revenue.
Current wording
Our Adjusted Gross Profit, Adjusted Gross Margin, Contribution Profit, Contribution Margin, Free Cash Flow and Adjusted Diluted Earnings or Loss per Share are measured on a consolidated basis, while our Adjusted EBITDA and Adjusted EBITDA Margin are measured on a consolidated and reportable segment basis. All other key financial statement and operating metrics are derived and reported from our consolidated net revenue.
Previous wording
During the three months ended June 30, 2026, net revenue increased by $246 million, or 7.5%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers. The increase in net revenue is due primarily to higher order volume in addition to higher average order value, compared to the same period in 2025.
Current wording
During the three months ended September 30, 2026, net revenue increased by $303 million, or 9.7%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers. The increase in net revenue is due primarily to higher order volume, partially offset by lower average order value, compared to the same period in 2025.
Previous wording
During the three months ended June 30, 2026, our U.S. net revenue increased by 8.7% compared to the same period in 2025. During the three months ended June 30, 2026, our International net revenue decreased by 1.3% compared to the same period in 2025. During the three months ended June 30, 2026, International Net Revenue Constant Currency Growth was (2.0)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).
Current wording
During the three months ended September 30, 2026, our U.S. net revenue increased by 11.4% compared to the same period in 2025. During the three months ended September 30, 2026, our International net revenue decreased by 2.3% compared to the same period in 2025. During the three months ended September 30, 2026, International Net Revenue Constant Currency Growth was (1.8)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).
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 June 30, 2026, cost of goods sold increased by $176 million, or 7.7%, compared to the same period in 2025. The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2025.
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 September 30, 2026, cost of goods sold increased by $225 million, or 10.3%, compared to the same period in 2025. The increase in cost of goods sold is driven by higher net revenue, compared to the same period in 2025.
Previous wording
As a percentage of net revenue, cost of goods sold increased to 70.0% for the three months ended June 30, 2026 compared to 69.9% in the same period in 2025, due to investments in the customer experience, partially offset by the growth of our supplier services.
Current wording
As a percentage of net revenue, cost of goods sold increased to 70.4% for the three months ended September 30, 2026 compared to 70.0% in the same period in 2025, due to investments in the customer experience, partially offset by the growth of our supplier services.
Previous wording
During the three months ended June 30, 2026, equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $29 million, or 29.3%, compared to the same period in 2025, due to variability in our stock price on the grant dates of the restricted stock units granted during the three months ended June 30, 2025, partially offset by the expense recognized during the three months ended June 30, 2026 related to the PSUs.
Current wording
During the three months ended September 30, 2026, equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $24 million, or 27.0%, compared to the same period in 2025, due to variability in our stock price on the grant dates of the restricted stock units granted during the three months ended September 30, 2025, partially offset by the expense recognized during the three months ended September 30, 2026 related to the PSUs.
Previous wording
During the three months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $8 million, or 6.8%, compared to the same period in 2025. The increase in customer service and merchant fees is due primarily to increased net revenue.
Current wording
During the three months ended September 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $11 million, or 9.6%, compared to the same period in 2025. The increase in customer service and merchant fees is due primarily to increased net revenue.
Previous wording
As a percentage of net revenue, total customer service and merchant fees remained relatively constant at 3.8% for the six months ended June 30, 2026 compared to the same period in 2025.
Current wording
As a percentage of net revenue, excluding the impact of equity-based compensation, total customer service and merchant fees remained relatively constant at 3.7% for the three months ended September 30, 2026 compared to the same period in 2025.
Previous wording
During the three months ended June 30, 2026, advertising expenses increased by $20 million, or 5.4%, compared to the same period in 2025. The increase reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.
Current wording
During the three months ended September 30, 2026, advertising expenses increased by $8 million, or 2.4%, compared to the same period in 2025. The increase reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.
Previous wording
As a percentage of net revenue, advertising expenses decreased to 11.1% for the three months ended June 30, 2026 compared to 11.4% in the same period in 2025 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 9.9% for the three months ended September 30, 2026 compared to 10.6% in the same period in 2025 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 June 30, 2026, restructuring and other charges, net decreased by $9 million, or 100.0%, compared to the same period in 2025. As a percentage of net revenue, restructuring and other charges, net decreased by 0.30% compared to the same period in 2025.
Current wording
During the three months ended September 30, 2026, restructuring and other charges, net decreased by $3 million, or 100.0%, compared to the same period in 2025. As a percentage of net revenue, restructuring and other charges, net decreased by 0.1% compared to the same period in 2025.
Previous wording
During the three months ended June 30, 2026, we incurred no charges related to restructuring and other charges, net. 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 wording
During the three months ended September 30, 2026, we incurred no charges related to restructuring and other charges, net. During the three months ended September 30, 2025, we incurred $3 million of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $2 million related to the Germany Restructuring and $1 million related to the March 2025 workforce reduction.
Previous wording
During the three months ended June 30, 2026, interest expense, net increased by $10 million compared to the same period in 2025, primarily driven by the issuances of the 2032 Secured Notes in November 2025 and of the 2034 Secured Notes in May 2026, partially offset by redemptions of the 2027 Notes in March 2026 and all of the 2028 Notes in June 2026.
Current wording
During the three months ended September 30, 2026, interest expense, net increased by $11 million compared to the same period in 2025, primarily driven by the issuances of the 2032 Secured Notes in November 2025 and of the 2034 Secured Notes in May 2026, partially offset by redemptions of the 2027 Notes in March 2026 and all of the 2028 Notes in June 2026.
Previous wording
During the three months ended June 30, 2026, we incurred $4 million of other (expense), net primarily driven by foreign currency translation losses. During the three months ended June 30, 2025, we recognized $23 million of other (expense) income, net, primarily attributable to 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 wording
During the three months ended September 30, 2026, we incurred $1 million of other income, net primarily driven by foreign currency translation gains. During the three months ended September 30, 2025, we recognized $5 million of other expense, net, primarily attributable to 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 June 30, 2026, loss on debt extinguishment increased by $65 million compared to the same period in 2025.
Current wording
During the three months ended September 30, 2026, loss on debt extinguishment decreased by $99 million compared to the same period in 2025.
Previous wording
During the six months ended June 30, 2026, net revenue increased by $447 million, or 7.4%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives amid persistent macroeconomic pressures on consumers. The increase in net revenue is due primarily to higher order volume in addition to higher average order value, compared to the same period in 2025.
Current wording
During the nine months ended September 30, 2026, net revenue increased by $750 million, or 8.2%, compared to the same period in 2025, which reflects our ongoing execution of business initiatives. The increase in net revenue is due primarily to higher order volume in addition to higher average order value, compared to the same period in 2025.
Previous wording
During the six months ended June 30, 2026, our U.S. net revenue increased by 8.2% and International net revenue increased by 1.9% compared to the same period in 2025. During the six months ended June 30, 2026, International Net Revenue Constant Currency Growth was (0.3)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).
Current wording
During the nine months ended September 30, 2026, our U.S. net revenue increased by 9.3% and International net revenue increased by 0.4% compared to the same period in 2025. During the nine months ended September 30, 2026, International Net Revenue Constant Currency Growth was (0.8)% (see “Non-GAAP Financial Measures” below for more information regarding our use of Net Revenue Constant Currency Growth).
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 six months ended June 30, 2026, cost of goods sold increased by $334 million, or 8.0%, compared to the same period in 2025. The increase in cost of goods sold is driven by higher net revenue, in addition to the absence of a one-time benefit of $38 million related to a resolution on the valuation of duties, partially offset by $5 million of expense related to duties assessments recognized during the three months ended March 31, 2025.
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 nine months ended September 30, 2026, cost of goods sold increased by $559 million, or 8.8%, compared to the same period in 2025. The increase in cost of goods sold is driven by higher net revenue, the absence of a one-time benefit of $38 million related to a resolution on the valuation of duties, partially offset by $5 million of expense related to duties assessments recognized during the three months ended March 31, 2025.
Previous wording
As a percentage of net revenue, cost of goods sold increased to 70.0% for the six months ended June 30, 2026 compared to 69.7% in the same period in 2025, due to investments in the customer experience and a one-time benefit recognized during the three months ended March 31, 2025, related to the resolution on the valuation of duties, partially offset by growth of our supplier services.
Current wording
As a percentage of net revenue, cost of goods sold increased to 70.2% for the nine months ended September 30, 2026 compared to 69.8% in the same period in 2025, due to investments in the customer experience and the absence of a one-time benefit recognized during the three months ended March 31, 2025, related to the resolution on the valuation of duties, partially offset by growth of our supplier services.
Previous wording
During the six months ended June 30, 2026, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $25 million, or 15.2%, compared to the same period in 2025, due to variability in our stock price on the grant dates of restricted stock units granted during the six months ended June 30, 2025, partially offset by the expense recognized during the six months ended June 30, 2026 related to the PSUs.
Current wording
During the nine months ended September 30, 2026, our equity-based compensation and related taxes included in customer service and merchant fees and selling, operations, technology, general and administrative decreased by $49 million, or 19.3%, compared to the same period in 2025, due to variability in our stock price on the grant dates of restricted stock units granted during the nine months ended September 30, 2025, partially offset by the expense recognized during the nine months ended September 30, 2026 related to the PSUs.
Previous wording
During the six months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $16 million, or 7.2% compared to the same period in 2025. The increase in customer service and merchant fees is due primarily to increased net revenue.
Current wording
During the nine months ended September 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for customer service and merchant fees increased by $27 million, or 8.1%, compared to the same period in 2025. The increase in customer service and merchant fees is due primarily to increased net revenue.
Previous wording
During the six months ended June 30, 2026, our advertising expenses increased by $5 million, or 0.7%, compared to the same period in 2025. The increase reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.
Current wording
During the nine months ended September 30, 2026, our advertising expenses increased by $13 million, or 1.2%, compared to the same period in 2025. The increase reflects our response to changing market conditions and changes in our advertising channel mix, as we seek to maintain our return targets across various channels.
Previous wording
As a percentage of net revenue, advertising expenses decreased to 11.2% for the six months ended June 30, 2026 compared to 11.9% in the same period in 2025 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 10.7% for the nine months ended September 30, 2026 compared to 11.5% in the same period in 2025 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 six months ended June 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $19 million, or 2.6% compared to the same period in 2025. The decrease is due primarily to amortization expenses and compensation costs, partially offset by increases in technology spend.
Current wording
During the nine months ended September 30, 2026, excluding the impact of equity-based compensation and related taxes, our expenses for selling, operations, technology, general and administrative activities decreased by $1 million, or 0.1%, compared to the same period in 2025. The decrease is due primarily to decreased amortization expenses, partially offset by increased software and cloud computing costs.
Previous wording
As a percentage of net revenue, total selling, operations, technology, general and administrative expenses decreased to 13.2% for the six months ended June 30, 2026, compared to 14.9% in the same period in 2025, due to increased net revenue and decreased compensation costs.
Current wording
As a percentage of net revenue, excluding the impact of equity-based compensation and related taxes, total selling, operations, technology, general and administrative expenses decreased to 11.1% for the nine months ended September 30, 2026, compared to 12.0% in the same period in 2025, due to increased net revenue and decreased amortization expenses, partially offset by increased software and cloud computing costs.
Previous wording
During the six months ended June 30, 2026, impairment and other related charges decreased by $21 million compared to the same period in 2025. As a percentage of net revenue, impairment and other related net charges decreased by 0.4% compared to the same period in 2025.
Current wording
During the nine months ended September 30, 2026, impairment and other related net charges decreased by $21 million compared to the same period in 2025. As a percentage of net revenue, impairment and other related net charges decreased by 0.2% compared to the same period in 2025.
Previous wording
During the six months ended June 30, 2026, we recorded net charges of $2 million to impairment and other net charges related to the exit of a customer service center in the U.S.
Current wording
During the nine months ended September 30, 2026, we recorded net charges of $2 million to impairment and other net charges related to the exit of a customer service center in the U.S.
Previous 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 Germany operations, and $3 million associated with changes in sublease market conditions for a technology center in the U.S.
Current wording
During the nine months ended September 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 Germany operations, and $3 million associated with changes in sublease market conditions for a technology center in the U.S.
Previous wording
During the six months ended June 30, 2026, restructuring and other charges, net decreased by $41 million, or 63.1%, compared to the same period in 2025. As a percentage of net revenue, restructuring and other charges, net decreased to 0.4% from 1.1% in the same period in 2025.
Current wording
During the nine months ended September 30, 2026, restructuring and other charges, net decreased by $44 million, or 64.7%, compared to the same period in 2025. As a percentage of net revenue, restructuring and other charges, net decreased to 0.2% from 0.7% in the same period in 2025.
Previous wording
During the six months ended June 30, 2026, Wayfair incurred $24 million of charges related to a loss on termination of an operating lease for a logistics facility. 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.
Current wording
During the nine months ended September 30, 2026, we incurred $24 million of charges related to a loss on termination of an operating lease for a logistics facility. During the nine months ended September 30, 2025, Wayfair incurred $68 million of charges consisting primarily of one-time employee severance, benefits, relocation, and transition costs. This is inclusive of $48 million related to the Germany Restructuring and $20 million related to the March 2025 workforce reduction.
Previous wording
During the six months ended June 30, 2026, interest expense, net increased to $78 million, compared to $52 million in the same period in 2025, driven by the issuances of the 2030 Secured Notes in March 2025, the issuances of the 2032 Secured Notes in November 2025 and of the 2034 Secured Notes in May 2026, partially offset by redemptions of the 2027 Notes in March 2026 and all of the 2028 Notes in June 2026.
Current wording
During the nine months ended September 30, 2026, interest expense, net increased to $120 million, compared to $83 million in the same period in 2025, driven by the issuances of the 2030 Secured Notes in March 2025, the issuances of the 2032 Secured Notes in November 2025 and of the 2034 Secured Notes in May 2026, partially offset by redemptions of the 2027 Notes in March 2026 and all of the 2028 Notes in June 2026.
Previous wording
During the six months ended June 30, 2026, we incurred $15 million of other (expense), net primarily driven by foreign currency translation losses. During the six months ended June 30, 2025, we recognized $33 million of other (expense) income, net primarily attributable to 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 wording
During the nine months ended September 30, 2026, we incurred $14 million of other (expense), net primarily driven by foreign currency translation losses. During the nine months ended September 30, 2025, we recognized $28 million of other (expense) income, net primarily attributable to 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.
Previous wording
During the six months ended June 30, 2026, loss on debt extinguishment increased by $133 million compared to the same period in 2025.
Current wording
During the nine months ended September 30, 2026, loss on debt extinguishment increased by $34 million compared to the same period in 2025.
Previous wording
During the six months ended June 30, 2026, Wayfair recorded a $102 million loss on debt extinguishment upon repurchase of $145 million in aggregate principal amount of the 2028 Notes.
Current wording
During the nine months ended September 30, 2026, we recorded a $102 million loss on debt extinguishment upon repurchase of $145 million in aggregate principal amount of the 2028 Notes.
Previous wording
During the six months ended June 30, 2026, our provision for income taxes, net decreased by $1 million, or 20.0% compared to the same period in 2025.
Current wording
During the nine months ended September 30, 2026, our provision for income taxes, net remained relatively consistent compared to the same period in 2025.
Previous wording
We believe that our existing cash and cash equivalents and investments, cash generated from operations and the borrowing availability under our Revolver will be sufficient to meet our anticipated cash needs for at least the next twelve months from the date of the filing of this report including planned capital expenditures, contractual obligations and other requirements. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may elect to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Further, we have and may from time to time seek to retire, restructure, repurchase or redeem, or otherwise mitigate the equity dilution associated with our outstanding convertible debt through cash purchases, stock buybacks of some or all of the shares underlying convertible notes and/or exchanges for equity or debt in open-market purchases, privately negotiated transactions or otherwise (including through 10b5-1 plans). Such repurchases, exchanges or liability and dilution management exercises, if any, will be upon such terms and at such prices and sizes as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Current wording
We believe that our existing cash and cash equivalents and investments, cash generated from operations and the borrowing availability under our Revolver will be sufficient to meet our anticipated cash needs for at least the next twelve months from the date of the filing of this report including planned capital expenditures, contractual obligations and other requirements. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may elect to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Further, we have and may from time to time seek to manage potential dilution associated with our outstanding convertible debt and equity-based compensation. With respect to our convertible debt, we may do so through cash purchases of some or all of the shares underlying our convertible notes and/or exchanges for equity or debt. We may also repurchase shares of our common stock, including to offset potential dilution from shares issued in connection with our equity compensation programs. We may effect any such transactions through open-market purchases, privately negotiated transactions or otherwise (including through 10b5-1 plans or other equity instruments). Any such transactions will be on terms and at prices and sizes we determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Previous wording
As of June 30, 2026, we had $2.9 billion principal amount of indebtedness outstanding. Our indebtedness includes:
Current wording
As of September 30, 2026, we had $2.8 billion principal amount of indebtedness outstanding. Our indebtedness includes:
Showing the first 40 of 59 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the three months ended September 30, 2026, we incurred no charges related to debt extinguishment.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Impairment and other related net charges
Previous report — wording carried elsewhere
•unsecured 1.00% Convertible Senior Notes due 2026 (the “2026 Notes”);
Previous report — wording carried elsewhere
Between February 25, 2026 and March 4, 2026, we repurchased $56 million in aggregate principal amount of the unsecured 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”). Between April 1, 2026 and May 1, 2026, we repurchased $89 million in aggregate principal amount of the 2028 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.