Financial Analysis

5. Commitments and Contingencies Legal Matters From time to time, Wayfair is involved in litigation matters and other legal claims that arise during the ordinary course of business. The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. As a result, it is at least reasonably possible that any such estimate could change and the effect of the potential change could be material. The Company does not record a gain contingency until the period in which the contingency is resolved and the gain is realizable or realized. Litigation and legal claims are inherently unpredictable and claims cannot be predicted with certainty. An unfavorable resolution of any such matter could have a material adverse effect on the Companys results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations. Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear. However, as of the date of this re …

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"4. Debt and Other Financing The following table presents the outstanding principal amount and carrying value of debt and other financing: March 31, 2026 December 31, 2025 Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount (in millions) Revolving Credit Facility $ $ 2026 Notes 39 39 39 39 2027 Notes 230 (2) 228 480 (3) 477 2028 Notes 533 (5) 528 589 (6) 583 2029 Secured Notes 800 (10) 790 800 (11) 789 2030 Secured Notes 700 (7) 693 700 (8) 692 2032 Secured Notes 700 (8) 692 700 (8) 692 Total Debt $ 2,970 $ 3,272 Short-term debt (1) 39 39 Long-term debt $ 2,931 $ 3,233 (1) Short-term debt consists of $39 million for the 2026 Notes (as defined below) as of both March 31, 2026 and December 31, 2025. Short-term debt is presented within other current liabilities in the condensed consolidated balance sheets. As of March 31, 2026, Wayfair had $3.0 billion principal amount of indebtedness outstanding. Wayfairs indebtedness includes: 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 2026 Notes and 2027 Notes, the Convertible Notes); 7.250% Senior Secured Notes due 2029 (the 2029 Secured Notes); 7.750% Senior Secured Notes due 2030 (the 2030 Secured Notes); and 6.750% Senior Secured Notes due 2032 (the 2032 Secured Notesand, …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

7. Equity-Based Compensation In April 2023, Wayfairs stockholders approved the 2023 Incentive Award Plan (the 2023 Plan) to replace Wayfairs 2014 Incentive Award Plan, as amended (the 2014 Plan and, together with the 2023 Plan, the Incentive Plans). The Incentive Plans were adopted by the board of directors (the Board) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance stock units (PSUs), performance awards and stock payments. Since April 2025, Wayfair primarily withholds shares of Class A common stock upon vesting of RSUs to cover necessary tax withholding obligations as permitted by the 2023 Plan. The value of the withheld shares is classified as a reduction to common stock and additional paid-in capital. Shares subject to awards that are forfeited, expire or are otherwise terminated without shares being issued, or shares withheld to satisfy tax withholding obligations, will be returned to the pool of shares available for grant and issuance under the 2023 Plan. Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants. As of March 31, 2026, …

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Adoption of New Accounting Principles Wayfair adopted ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , on January 1, 2026 prospectively. The amendment clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendment did not have a material impact on the Companys results of operations, financial condition, or cash flows. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires disclosure of specific expense categories in the notes to the financial statements. The amendment is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other In …

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9. Segment and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. Wayfairs CODM is its Chief Executive Officer. Wayfair's operating and reportable segments are the U.S. and International. These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA. Adjusted EBITDA is defined as net income or loss before depreciation and amortization; equity-based compensation and related taxes; interest income or expense, net; other income or expense, net; provision or benefit for income taxes, net; non-recurring items; and other items that Wayfair believes are not indicative of core operating performance. These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance. T he CODM uses Adjusted EBITDA to assess segment performance by comparing actual results versus forecasted, as well as historical financial information, while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocati …

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"1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q are those of Wayfair Inc. and its wholly-owned subsidiaries. Unless the context indicates otherwise, Wayfair, the Company"" or similar terms refer to Wayfair Inc. and its subsidiaries. In the Companys opinion, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (""GAAP"") and applicable rules and regulations of the United States (U.S.) Securities and Exchange Commission (""SEC"") regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2025. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2026 or future periods. The Company has identified …

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6. Stockholders Deficit Common Stock Since Wayfair's initial public offering through March 31, 2026, 60,060,205 shares of Class B common stock were converted to Class A common stock. Stock Repurchase Programs During the three months ended March 31, 2026 and 2025, Wayfair did not repurchase any shares of Class A Common stock under the authorized repurchase programs. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing