Wayfair Inc. 8-K

What Happened

• Wayfair Inc. announced on Feb. 6, 2026 that it issued a Redemption Notice calling $250 million principal amount of its 3.25% Convertible Senior Notes due 2027 for partial redemption. The scheduled Redemption Date is March 23, 2026.
• Holders of the called Notes may submit them for conversion through the Redemption Period (cutoff: 5:00 p.m. New York City time on the second scheduled trading day before the Redemption Date). Notes not converted by that time will be redeemed for cash equal to principal plus accrued and unpaid interest to, but excluding, the Redemption Date.
• The current conversion rate is 15.7597 shares of Class A common stock per $1,000 principal, but the Indenture increases the conversion rate to 16.3779 shares per $1,000 for Notes called for Redemption that are converted during the Redemption Period. Converted Notes are settled with cash up to the principal amount and shares for any conversion value in excess of principal (with cash in lieu of fractional shares).

Key Details

• Amount called: $250,000,000 principal of 3.25% Convertible Senior Notes due 2027.
• Redemption Date: March 23, 2026; Redemption Period ends at 5:00 p.m. (NY time) on the second scheduled trading day before that date.
• Conversion rates: current 15.7597 shares per $1,000 principal; increased to 16.3779 shares per $1,000 for Notes called and converted during the Redemption Period.
• Settlement: cash up to principal amount for converted Notes, shares for any excess conversion obligation, cash paid for Notes not converted (principal + accrued interest).

Why It Matters

• This action is a liability-management step that could affect Wayfair’s cash and equity. If holders do not convert, Wayfair will pay roughly $250 million plus accrued interest in cash on the Redemption Date. If holders convert, there may be share issuance and potential dilution to existing shareholders because the conversion-rate adjustment increases the number of shares per $1,000 principal for converted, called Notes.
• The company says it currently expects conversions but holders are not obligated to convert, so the final mix of cash outflow vs. share dilution is uncertain. The filing includes standard forward-looking statement cautions.