---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-143617"
form_type: "8-K"
ticker: "W"
cik: "0001616707"
company_name: "Wayfair Inc."
filed_at: "2023-05-12T23:59:59+00:00"
generated_at: "2026-06-15T02:33:46.774225+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Wayfair issues $690M of 3.50% convertible notes due 2028; repurchases ~$617M of existing notes

## Summary
- Sold $600M initial notes plus $90M option (exercised in full) for total $690M at 3.50% semiannual interest, due Nov 2028.
- Conversion price initially $45.80/share (21.8341 shares per $1,000 note); capped call transactions cap at $73.28/share.
- Net proceeds ~$677M; used ~$514M to repurchase ~$82.5M of 2024 notes and ~$534.5M of 2025 notes.
- Capped call cost ~$87.1M; transactions intended to reduce dilution upon conversion if stock price exceeds strike.
- Remaining net proceeds for working capital, capex, acquisitions, or additional debt repurchases.

## SEC filing metadata
- accession: 0001193125-23-143617
- form_type: 8-K
- ticker: W
- cik: 0001616707
- company_name: Wayfair Inc.
- filed_at: 2023-05-12T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1616707/000119312523143617/0001193125-23-143617-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1616707/000119312523143617/d223837d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-143617
- JSON: https://secwatch.observer/filing/0001193125-23-143617.json
- Plain text: https://secwatch.observer/filing/0001193125-23-143617.txt

## Key facts
- Debt Financings
  Wayfair Inc. incurred convertible notes of $690,000,000 aggregate principal amount (including $90,000,000 additional notes purchased upon option exercise) with certain financial institutions (Initial Purchasers) at 3.50% per annum maturing November 15, 2028.
  - Instrument: convertible notes
  - Principal: $690,000,000 aggregate principal amount (including $90,000,000 additional notes purchased upon option exercise)
  - Counterparty: certain financial institutions (Initial Purchasers)
  - Rate: 3.50% per annum
  - Maturity: November 15, 2028
  - Event: incurrence
  source text: On May 9, 2023, Wayfair Inc. (“Wayfair” or the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with certain financial institutions (collectively the “Initial Purchasers”) pursuant to which the Company agreed to sell $600,000,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2028 (the “Initial Notes”). The Company also agreed to grant a 13-day option (the “Option”) to the Initial Purchasers to purchase all or part of an additional $90,000,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2028 (the “Additional Notes” and, together with the Initial Notes, the “Notes”). On May 10, 2023, the Initial Purchasers exercised the Option in full, bringing the total aggregate principal amount for the Notes to $690,000,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616707/000119312523143617/0001193125-23-143617-index.htm
- Material Agreements
  Wayfair Inc. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-05-12).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee
  - Effective: 2023-05-12
  source text: The Notes were issued pursuant to an indenture, dated May 12, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616707/000119312523143617/0001193125-23-143617-index.htm
- Material Agreements
  Wayfair Inc. entered into Purchase Agreement with certain financial institutions (collectively the Initial Purchasers) valued at $600,000,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2028 (effective 2023-05-09).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain financial institutions (collectively the Initial Purchasers)
  - Value: $600,000,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2028
  - Effective: 2023-05-09
  source text: On May 9, 2023, Wayfair Inc. (“Wayfair” or the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with certain financial institutions (collectively the “Initial Purchasers”) pursuant to which the Company agreed to sell $600,000,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2028 (the “Initial Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616707/000119312523143617/0001193125-23-143617-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.