w-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36666

Wayfair Inc.

(Exact name of registrant as specified in its charter)


Delaware			36-4791999
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
4 Copley Place	Boston,	MA	02116
(Address of principal executive offices)			(Zip Code)

(617) 532-6100

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	W	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large Accelerated Filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒


Class						Outstanding at April 23, 2026
Class A Common Stock, $0.001 par value per share						111,018,505
Class B Common Stock, $0.001 par value per share						20,977,994

WAYFAIR INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended March 31, 2026


		Page

Part I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	2

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025	3

	Condensed Consolidated Statements of Stockholders' Deficit for the Three Months Ended March 31, 2026 and 2025	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	5

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

Part II. OTHER INFORMATION		36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 5.	Other Information	37

Item 6.	Exhibits	37

Signatures		39

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

WAYFAIR INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,		December 31,
	2026		2025


	(in millions, except share and per share data)
Assets:
Current assets
Cash and cash equivalents	$	1,004	$	1,476
Short-term investments	58		66
Accounts receivable, net	158		132
Inventories	78		71
Prepaid expenses and other current assets	270		256
Total current assets	1,568		2,001
Operating lease right-of-use assets	741		862
Property and equipment, net	502		516
Other non-current assets	59		61
Total assets	$	2,870	$	3,440
Liabilities and Stockholders' Deficit:
Current liabilities
Accounts payable	$	1,094	$	1,202
Other current liabilities	961		927
Total current liabilities	2,055		2,129
Long-term debt	2,931		3,233
Operating lease liabilities, net of current	704		835
Other non-current liabilities	22		25
Total liabilities	5,712		6,222
Commitments and contingencies (Note 5)
Stockholders' deficit:
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at March 31, 2026 and December 31, 2025	—		—
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 109,636,669 and 108,365,428 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 21,978,209 and 21,978,295 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.	—		—
Additional paid-in capital	2,114		2,073
Accumulated deficit	(4,928)		(4,823)
Accumulated other comprehensive loss	(28)		(32)
Total stockholders' deficit	(2,842)		(2,782)
Total liabilities and stockholders' deficit	$	2,870	$	3,440

See notes to unaudited condensed consolidated financial statements.

Table of Contents

WAYFAIR INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
	2026			2025

	(in millions, except per share data)
Net revenue	$	2,931		$	2,730
Cost of goods sold	2,051			1,893
Gross profit	880		—	837
Operating expenses:
Customer service and merchant fees	114			107
Advertising	329			344
Selling, operations, technology, general and administrative	424			429
Impairment and other related net charges	—			23
Restructuring and other charges, net	24			56
Total operating expenses	891			959
Loss from operations	(11)			(122)
Interest expense, net	(39)			(23)
Other (expense) income, net	(11)			10
(Loss) gain on debt extinguishment, net	(43)			25
Loss before income taxes	(104)			(110)
Provision for income taxes, net	1			3
Net loss	$	(105)		$	(113)
Loss per share
Basic	$	(0.80)		$	(0.89)
Diluted	$	(0.80)		$	(0.89)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:
Basic	131			127
Diluted	131			127

See notes to unaudited condensed consolidated financial statements.

Table of Contents

WAYFAIR INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended March 31,
		2026		2025

		(in millions)
Net loss		$	(105)	$	(113)
Other comprehensive income (loss):
Foreign currency translation adjustments		4		(11)

Comprehensive loss		$	(101)	$	(124)

See notes to unaudited condensed consolidated financial statements.

Table of Contents

WAYFAIR INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)


	Three Months Ended
	Class A and Class B Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Deficit

	(in millions)
Balance at December 31, 2024	125	$	—	$	1,751	$	(4,510)	$	4	$	(2,755)
Net loss	—	—		—		(113)		—		(113)
Other comprehensive loss	—	—		—		—		(11)		(11)
Issuance of common stock upon vesting of RSUs	2	—		—		—		—		—
Equity-based compensation	—	—		70		—		—		70


Balance at March 31, 2025	127	$	—	$	1,821	$	(4,623)	$	(7)	$	(2,809)

Balance at December 31, 2025	130	$	—	$	2,073	$	(4,823)	$	(32)	$	(2,782)
Net loss	—	—		—		(105)		—		(105)
Other comprehensive income	—	—		—		—		4		4
Issuance of common stock upon vesting of RSUs	1	—		—		—		—		—
Shares withheld for employee taxes	—	—		(29)		—		—		(29)
Equity-based compensation	—	—		71		—		—		71
Settlement of convertible senior notes	1	—		(1)		—		—		(1)
Balance at March 31, 2026	132	$	—	$	2,114	$	(4,928)	$	(28)	$	(2,842)

See notes to unaudited condensed consolidated financial statements.

Table of Contents

WAYFAIR INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2026		2025

	(in millions)
Cash flows from operating activities:
Net loss	$	(105)	$	(113)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	67		81
Equity-based compensation expense	67		64
Amortization of debt discount and issuance costs	1		3

Impairment and other related net charges	—		23
Loss (gain) on debt extinguishment	43		(25)
Other non-cash adjustments	(9)		12
Changes in operating assets and liabilities:
Accounts receivable, net	(26)		16
Inventories	(7)		(14)
Prepaid expenses and other assets	(20)		—
Accounts payable and other liabilities	(63)		(143)
Net cash used in operating activities	(52)		(96)

Cash flows for investing activities:
Purchase of short- and long-term investments	(5)		(18)
Sale and maturities of short- and long-term investments	13		44
Purchase of property and equipment	(25)		(5)
Site and software development costs	(29)		(38)

Net cash used in investing activities	(46)		(17)

Cash flows (for) from financing activities:

Proceeds from issuance of debt, net of issuance costs	—		691


Payments to extinguish debt	(99)		(551)
Settlement of long-term debt	(250)		—
Payments of taxes related to net share settlement of equity awards	(29)		—
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SEC Form 10-Q filed by Wayfair Inc.