Diana Frost
On February 12, 2025, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Diana Frost to the Board, effective immediately, to fill the existing vacancy on the Board.
Highest-materiality recent filing
Wayfair shareholders approve 20M share increase for 2023 Incentive Award Plan
Shareholders approved Amendment No. 1 to add 20,000,000 shares to the 2023 Incentive Award Plan.
Wayfair issues $400M 7.125% senior secured notes due 2034; calls 3.50% convertible notes due 2028
Wayfair LLC issued $400M of 7.125% senior secured notes due May 31, 2034; interest payable semi-annually starting Nov 15, 2026.
Wayfair subsidiary prices $400M 7.125% senior secured notes due 2034
$400M principal, 7.125% interest, maturity May 31, 2034.
Wayfair proposes $400M secured notes due 2034; repurchases $46M of 2028 convertibles
Subsidiary Wayfair LLC to offer $400M senior secured notes due 2034 in private placement.
Wayfair Q1 revenue $2.9B (+7.4% YoY); net loss narrows to $105M; active customers up 1.4%
Net revenue $2.9B, up 7.4% YoY; U.S. net revenue $2.6B (+7.5%).
Wayfair repurchases $56M of 3.50% convertible notes due 2028 for ~$99M
Repurchased $56M principal of 3.50% conv notes due 2028 for ~$99M plus accrued interest in open market.
Wayfair Q4 net revenue up 6.9% to $3.3B; net loss narrows to $116M; active customers 21.3M
Q4 net revenue $3.3B (+6.9% YoY); U.S. net revenue $2.9B (+7.4% YoY).
Wayfair calls $250M of 3.25% convertible notes due 2027 for redemption on March 23, 2026
Redemption notice covers $250M principal of 3.25% Convertible Senior Notes due 2027.
Wayfair repurchases $210M of 2027 convertible notes for $375M using new debt proceeds
Repurchased ~$210M principal of 3.25% convertible notes due 2027 for ~$375M cash plus accrued interest.
Wayfair issues $700M 6.75% notes due 2032; appoints Hal Lawton to board
Issued $700M aggregate principal of 6.75% senior secured notes due November 2032.
Subsidiary Wayfair LLC priced $700M aggregate principal of 6.75% senior secured notes due November 2032.
Wayfair subsidiary proposes $700M senior secured notes due 2032 to repurchase convertible debt
Wayfair LLC intends to offer $700M senior secured notes due 2032 in private offering.
Wayfair Q3 revenue up 8.1% to $3.1B; Adjusted EBITDA margin 6.7% record ex-pandemic
Net revenue $3.1B (+8.1% YoY; +9% ex-Germany). US revenue $2.7B (+8.6%), international $389M (+4.6%).
Wayfair awards CEO Niraj Shah up to 5M PSUs with stock price hurdles up to 675% over 10 years
CEO Award consists of 5,000,000 PSUs in six tranches tied to stock price milestones from $176 to $679 (100%-675% premium).
Wayfair repurchases $101M of 2028 convertible notes for $199M, leaving $589M outstanding
Repurchased $101M aggregate principal of 3.50% Convertible Senior Notes due 2028 for ~$199M plus accrued interest.
Wayfair Q2 revenue $3.3B (+5% YoY), net income $15M vs loss $42M YoY; adjusted EBITDA $205M
Net revenue $3.27B, +5% YoY (ex-Germany +6%); highest growth since early 2021.
Wayfair shareholders elect all director nominees and ratify auditor at 2025 annual meeting
All eight director nominees elected with at least 299 million votes For each.
Wayfair Q1 net loss narrows to $113M; revenue flat at $2.7B; adjusted EBITDA $106M
Net revenue $2.7B (flat YoY); U.S. net revenue $2.4B (+1.6%); International $301M (-10.9% constant currency -7.1%).
Issued $700M aggregate principal of 7.750% senior secured notes due September 15, 2030.
Wayfair LLC priced $700M of 7.750% senior secured notes due Sept 15, 2030; closing expected March 13, 2025.
Wayfair subsidiary proposes $700M senior secured notes due 2030 to repurchase convertible notes
Wayfair LLC intends to offer $700M aggregate principal of senior secured notes due 2030 in a private offering.
Wayfair cuts 340 tech jobs ($33-38M charge); closes Austin TDC
Workforce reduction of ~340 Technology employees announced March 7, 2025; Austin TDC closed.
Wayfair Q4 net revenue flat YoY at $3.1B, net loss narrows; Adj. EBITDA $96M
Q4 net revenue $3.1B (+0.2% YoY); U.S. $2.7B (+1.1%), International $381M (-5.7%).
Wayfair appoints Kraft Heinz executive Diana Frost to board of directors
Diana Frost appointed to Wayfair board effective Feb 12, 2025; fills existing vacancy.
Wayfair dismisses EY as auditor, appoints PwC for FY2025
Audit Committee dismissed EY effective after completion of FY2024 audit on Jan 28, 2025.
Wayfair exits German market, expects $102M-$111M restructuring charges, affecting ~730 employees
Exit effective Jan 10, 2025; workforce reduction impacts ~730 positions, with about half expected to relocate.
Wayfair repurchases $772M aggregate principal of convertible notes for $739M
Repurchased $518M of 0.625% notes due 2025, $215M of 1.00% notes due 2026, and $39M of 2.50% accreting notes due 2025.
Wayfair COO Thomas Netzer to step down Dec 31, 2024; Jon Blotner named President, Commercial & Ops
COO Thomas Netzer steps down effective Dec 31, 2024; remains strategic advisor through Oct 2025.
Wayfair Q3 net revenue $2.88B (-2% YoY); net loss narrows to $74M; Adj. EBITDA $119M
Net revenue $2.88B (-2.0% YoY); US net revenue $2.5B (-2.3%); Intl revenue $372M flat constant currency.
Wayfair subsidiary issues $800M of 7.250% senior secured notes due 2029
Issuer Wayfair LLC issued $800M aggregate principal of 7.250% senior secured notes due October 31, 2029.
Wayfair subsidiary prices upsized $800M senior secured notes offering at 7.250% due 2029
Aggregate principal $800M at 7.250% coupon, up from $700M previously announced.
Wayfair subsidiary proposes $700M senior secured notes due 2029 to repay convertible notes
Wayfair LLC intends to offer $700M aggregate principal of senior secured notes due 2029 in a private offering.
Wayfair Q2 net revenue $3.12B (-1.7% YoY); net loss narrows to $42M, Adj. EBITDA $163M
Net loss $42M vs $46M a year ago; diluted loss per share $0.34.
Wayfair stockholders elect all 8 directors and ratify E&Y as auditor
All eight director nominees elected with between 312M and 328M votes for each.
Wayfair Q1 net revenue $2.7B (-1.6% YoY); net loss narrows to $248M from $355M
Non-GAAP Adjusted EBITDA of $75M, fourth consecutive quarter of strong profitability.
Wayfair Q4 net revenue flat at $3.1B, adjusted EBITDA $92M, active customers +1.4% YoY
Q4 net revenue $3.1B, up 0.4% YoY; U.S. net revenue $2.7B (+0.9%), International $404M (-2.7%).
Wayfair cuts 1,650 jobs (~13% of workforce); expects $70-80M severance costs, $280M+ annual savings
Reduction affects 1,650 employees (13% of global workforce, 19% of corporate team) as of Dec 31, 2023.
Wayfair Q3 revenue up 3.7% to $2.94B; adjusted EBITDA positive $100M
Q3 net revenue $2.94B, up 3.7% YoY; U.S. revenue $2.6B (+5.4%), International $372M (-7%).
Wayfair Q2 net loss narrows to $46M; positive adjusted EBITDA $128M, orders grow 3% YoY
Net revenue $3.2B (-3.4% YoY); U.S. revenue $2.8B (-0.4%), International $386M (-20.9%).
Steve Oblak, Chief Commercial Officer, will retire from Wayfair in Q1 2024 after 14 years of leadership.
Wayfair issues $690M of 3.50% convertible notes due 2028; repurchases ~$617M of existing notes
Sold $600M initial notes plus $90M option (exercised in full) for total $690M at 3.50% semiannual interest, due Nov 2028.
Wayfair prices $600M 3.50% convertible notes due 2028; uses proceeds to buy back existing notes
$600M aggregate principal of 3.50% convertible notes due Nov 2028, plus $90M greenshoe option.
Wayfair announces $600M convertible senior notes offering due 2028, with $90M greenshoe
Offering $600M aggregate principal of convertible senior notes due Nov 15, 2028; initial purchasers have option for additional $90M.
Wayfair Q1 net revenue $2.8B, net loss $355M, expects positive EBITDA in Q2
Net revenue $2.774B, down 7.3% YoY; U.S. $2.4B (-5.0%), International $359M (-20.4%).
Wayfair shareholders approve 2023 Incentive Award Plan, authorizing up to 15M new shares
Stockholders approved 2023 Incentive Award Plan at April 25 annual meeting; replaces 2014 plan.
Wayfair Q4 net revenue $3.1B, down 4.6% YoY; net loss $351M; active customers down 19%
Q4 net revenue $3.1B (-4.6% YoY); U.S. $2.7B (-1.8%), International $415M (-19.7%).
Wayfair grants CFO Kate Gulliver 24,669 RSUs vesting over 5 years
Compensation Committee approved compensation for CFO Kate Gulliver on Feb 1, 2023.
Workforce reduction of ~1,750 employees (10% global, 18% corporate) to eliminate management layers.
Wayfair reports low single digit US sales growth for Cyber Five; Nov trends improve
U.S. sales for the five-day holiday period increased low single digits vs 2021.
Wayfair Q3 net revenue $2.8B (-9% YoY), net loss $283M, active customers down 22.6%
Net revenue $2.8B (-9% YoY); net loss $283M vs $78M; diluted EPS loss $2.66.
On February 12, 2025, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Diana Frost to the Board, effective immediately, to fill the existing vacancy on the Board.
Chief Commercial Officer Jon Blotner will assume the role of President, Commercial and Operations effective January 1, 2025
Chief Operating Officer Thomas Netzer will step down from his role effective December 31, 2024.
On June 7, 2023, Wayfair Inc. (“Wayfair,” the “Company,” “we” or “us”) announced that Steve Oblak, Chief Commercial Officer, will retire from the Company.
The Company also announced that Jon Blotner, who currently serves as Wayfair’s Vice President, Global Merchandising, Proprietary Brands, Pricing and Advertising, has been appointed Incoming Chief Commercial Officer, effective July 3, 2023 and will succeed Mr. Oblak as our new Chief Commercial Officer on October 1, 2023.
The Company also announced that Kate Gulliver has been appointed Incoming Chief Financial Officer effective May 5, 2022 and will succeed Mr. Fleisher as the Company’s new Chief Financial Officer and Chief Administrative Officer in November 2022.
On May 5, 2022, the Company announced that Michael Fleisher, Chief Financial Officer, will retire from the Company.
Jim Miller, Senior Vice President, Chief Technology Officer, will retire from the Company.
Fiona Tan will succeed Mr. Miller as the Company’s new Chief Technology Officer, effective March 1, 2022.
On August 10, 2021, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Jeremy King to the Board, effective immediately
Max materiality 0.80 · Median 0.65 · Most common event debt