Wayfair Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:38
Regulation FD Disclosure (Form 8-K)
Item 7.01. Regulation FD Disclosure.
Between February 25, 2026 and March 4, 2026, Wayfair Inc. ("Wayfair" or the "Company") used a portion of the net proceeds from the 6.75% senior secured notes due 2032 to repurchase approximately $56 million in aggregate principal amount of its outstanding 3.50% convertible senior notes due 2028 (the "2028 Notes"), for approximately $99 million, plus accrued but unpaid interest, in open market transactions (the "Repurchases"). The Repurchases all settled by March 5, 2026. Following the Repurchases, approximately $533 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, open market 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.
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