Wayfair announces $600M convertible senior notes offering due 2028, with $90M greenshoe

Wayfair Inc.

Offering $600M aggregate principal of convertible senior notes due Nov 15, 2028; initial purchasers have option for additional $90M.
Notes will be senior unsecured; interest rate and conversion price set at pricing; redeemable after May 20, 2026 if stock ≥130% of conversion price.
Proceeds used to pay for capped call transactions (reduce dilution), repurchase portions of existing 2024, 2025, 2026 notes, and for general corporate purposes.
Company expects to enter concurrently with note repurchases of existing convertible notes; also enters capped call transactions with initial purchasers.
Offering is private under Rule 144A; notes and underlying shares not registered under Securities Act.

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