ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 20, 2025

(Exact name of registrant as specified in its charter)


Delaware	001-36666		36-4791999
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
4 Copley Place	Boston	MA	02116
(Address of principal executive offices)			(Zip Code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 per share	W	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01. Regulation FD Disclosure.

On August 20, 2025, Wayfair Inc. (“Wayfair” or the “Company”) repurchased approximately $101 million in aggregate principal amount of its outstanding 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”), for approximately $199 million, plus accrued but unpaid interest, in privately negotiated transactions (the “Repurchase”). The Repurchase is expected to settle on August 21, 2025. Following the Repurchase, approximately $589 million in aggregate principal amount of the 2028 Notes remains outstanding. This transaction continues Wayfair's ongoing liability management strategy, and furthers the Company's dual goals of reducing upcoming maturities and managing potential dilution.

The Company may, from time to time, seek to retire, restructure, repurchase or redeem, or otherwise mitigate the equity dilution associated with its 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. Such repurchases, exchanges or other liability management exercises, if any, will be upon such terms and at such prices and sizes as the Company may determine, and will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Further, any such repurchases, exchanges or other liability management exercises may result in the Company acquiring and retiring a substantial amount of its convertible debt, which could impact the trading liquidity of the outstanding convertible notes, and any such repurchases, exchanges or other liability management exercises may also affect the market price of the Company’s common stock.

Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the potential impact of convertible note repurchases or exchanges for equity or debt on the market price of the Company’s common stock and any future convertible note repurchases and other equity dilution mitigation exercises the Company may undertake. These statements are based on the Company’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are: changes in the price of the Company’s common stock and convertible notes, and changes in the convertible note and the capital markets, generally. The forward-looking statements in this Form 8-K represent the Company’s view as of August 21, 2025. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the Company’s reports and filings with the Securities and Exchange Commission.

The information in this Item 7.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WAYFAIR INC.


Date: August 21, 2025		/s/ ANDREW OLIVER
		Andrew Oliver
		Deputy General Counsel and Assistant Secretary