secwatch / observer

Wayfair Inc. — fact timeline

Source-grounded facts extracted from Wayfair Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

W Wayfair Inc. JSON
Shareholder Votes

Wayfair Inc. shareholders approved Vote to Approve Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan.

“The stockholders approved the Amendment to the 2023 Plan.”
Shareholder Votes

Wayfair Inc. shareholders approved Non-Binding Advisory Vote to Approve Executive Compensation.

“The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.”
Shareholder Votes

Wayfair Inc. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm.

“The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.”
Shareholder Votes

Wayfair Inc. shareholders approved Election of Directors.

“The stockholders voted to elect each of the nine (9) nominees for director.”
Material Agreements

Wayfair Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $400 million aggregate principal amount of 7.125% senior secured notes due 2034 (effective 2026-05-18).

“The Notes were issued under an Indenture, dated May 18, 2026 (the “Indenture”), among the Issuer, the guarantors named therein (including Wayfair) and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.”
Earnings Releases

Wayfair Inc. reported the quarter and year ended March 31, 2026 results: revenue $2,931, net income $105, EPS $0.80.

“Months Ended March 31, 2026 2025 (in millions, except LTM net revenue per active customer, average order value and per share data) Key Financial Statement Metrics: Net revenue $ 2,931 $ 2,730 Gross profit $ 880 $ 837 Loss from operations $ (11) $ (122) Net loss $ (105) $ (113) Loss per share Basic $ (0.80) $ (0.89) Diluted $ (0.80) $ (0.89) Net cash used in”
Debt Financings

Wayfair Inc. incurred senior notes of $700 million aggregate principal amount at 6.75% per annum maturing November 15, 2032.

“On November 7, 2025, Wayfair LLC (the “Issuer”), a subsidiary of Wayfair Inc. (“Wayfair”), issued $700 million aggregate principal amount of 6.75% senior secured notes due 2032 (the “Notes”).”
Debt Financings

Wayfair Inc. amended credit facility with Citibank, N.A..

“LC, a subsidiary of Wayfair, as borrower (the “Borrower”), entered into that certain amended and restated credit agreement (the “Amended and Restated Credit Agreement”), among Wayfair, the Borrower, the lenders and letter of credit issuers parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent and a letter of credit issuer.”
Debt Financings

Wayfair Inc. incurred senior notes of $700 million aggregate principal amount with U.S. Bank Trust Company, National Association at 7.750% per annum maturing September 15, 2030.

“issued $700 million aggregate principal amount of 7.750% senior secured notes due 2030”
Restructurings & Charges

Wayfair Inc. announced a restructuring with charges of approximately $33 million to $38 million affecting Technology organization (approximately 340 members of its Technology team).

“As a result of this reorganization, the Company expects to incur aggregate charges of approximately $33 million to $38 million, consisting primarily of cash employee-related costs, including severance, benefits and transition costs (excluding non-cash charges associated with equity-based compensation).”
Governance Changes

Wayfair Inc.: Adopted amended bylaws with enhanced advance notice provisions, exclusive forum provisions, emergency bylaws, and DGCL conforming updates (effective 2025-02-12).

“On February 12, 2025, (the “Effective Date”), in connection with a periodic review of the Amended and Restated Bylaws (the “Bylaws”) of the Company, the Board adopted the following amendments to the Bylaws (the “Amended Bylaws”), effective as of the Effective Date: • Article II of the Amended Bylaws enhance and clarify certain procedural mechanics and disclosure requirements set forth in the advance notice provisions for stockholder submissions of proposals regarding business to be brought at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and stockholder nominations of directors, removes a limitation on stockholder rights to act by consent without a meeting, and provides that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board. • Article X of the Amended Bylaws provid”

Diana Frost was elected as Director at Wayfair Inc..

“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.”
Auditor Changes

Wayfair Inc. engaged PricewaterhouseCoopers LLP as its auditor.

“On January 28, 2025, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to completion of PwC’s standard client acceptance process to be effective immediately following the completion by EY of the audit for the fiscal year ended December 31, 2024, as described above.”
Auditor Changes

Wayfair Inc. dismissed Ernst & Young LLP as its auditor.

“On January 28, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Wayfair Inc. (the “Company”) approved the decision to change its independent registered public accounting firm and dismissed Ernst & Young LLP (“EY”) as its independent registered public accounting firm, to be effective upon the completion of EY’s audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024 and EY’s audit of the Company’s internal control over financial reporting as of December 31, 2024.”
Restructurings & Charges

Wayfair Inc. announced a restructuring with charges of approximately $102 million to $111 million affecting German market (approximately 730 employees).

“half of these positions to relocate to other corporate offices. As a result of the Germany Restructuring, we estimate that we will incur aggregate charges of approximately $102 million to $111 million, consisting of (i) approximately $40 million to $44 million in cash employee-related costs, including severance, benefits, relocation and transition costs”

Jon Blotner changed role as President, Commercial and Operations at Wayfair Inc..

“Chief Commercial Officer Jon Blotner will assume the role of President, Commercial and Operations effective January 1, 2025”

Thomas Netzer departed as Chief Operating Officer at Wayfair Inc..

“Chief Operating Officer Thomas Netzer will step down from his role effective December 31, 2024.”
Shareholder Votes

Wayfair Inc. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2024-05-14 meeting.

“The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024.”
Shareholder Votes

Wayfair Inc. shareholders approved Election of Directors at the 2024-05-14 meeting.

“The stockholders voted to elect each of the eight (8) nominees for director.”
Earnings Releases

Wayfair Inc. reported first quarter ended March 31, 2024 results: revenue $2.7 billion, net income Net loss was $248 million, EPS Diluted loss per share was $2.06.

“in such a filing. --- EX-99.1 (EX-99.1) --- Wayfair Announces First Quarter 2024 Results, Reports Fourth Consecutive Quarter of Strong Profitability Q1 Net Revenue of $2.7 billion with 22.3 million Active Customers BOSTON, MA — May 2, 2024 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today”
Earnings Releases

Wayfair Inc. reported the year ended December 31, 2023 results: revenue $12.0 billion, net income $738 million, EPS $6.47.

“Total net revenue of $12.0 billion decreased $215 million, down 1.8% year over year”
Earnings Releases

Wayfair Inc. reported the quarter ended December 31, 2023 results: revenue $3.1 billion, net income $174 million, EPS $1.49.

“ayfair Announces Fourth Quarter and Full Year 2023 Results, Returns to Positive Year-Over-Year Active Customer Growth Q4 Net Revenue of $3.1 billion with 22.4 million Active Customers BOSTON, MA — February 22, 2024 — Wayfair Inc.”
Restructurings & Charges

Wayfair Inc. announced a restructuring with charges of between approximately $70 million and $80 million (approximately 1,650 employees, representing approximately 13% of our global workforce and approximately 19% of our corpo).

“On January 19, 2024, Wayfair announced a workforce reduction involving approximately 1,650 employees, representing approximately 13% of our global workforce and approximately 19% of our corporate team, in each case as of December 31, 2023. These changes reflect efforts to reshape the organization by streamlining our structure and reducing seniority levels across departments. As a result of this workforce reduction, we expect to incur between approximately $70 million and $80 million of costs, consisting primarily of employee severance and benefit costs, most of which are expected to be incurred in the first quarter of 2024.”
Earnings Releases

Wayfair Inc. reported quarter ended September 30, 2023 results: revenue Total net revenue of $2.9 billion, net income Net loss was $163 million, EPS Diluted loss per share was $1.40.

“Total net revenue of $2.9 billion increased $104 million, up 3.7% year over year • U.S. net revenue of $2.6 billion increased $132 million, up 5.4% year over year • International net revenue of $372 million decreased $28 million, down 7.0% year over year. International Net Revenue Constant Currency Growth was (7.8)% • Gross profit was $917 million, or 31.1% of total net revenue • Net loss was $163 million and Non-GAAP Adjusted EBITDA was $100 million • Diluted loss per share was $1.40 and Non-GAAP Adjusted Diluted Loss Per Share was $0.13”
Earnings Releases

Wayfair Inc. reported the quarter ended June 30, 2023 results: revenue $3.2 billion, net income Net loss was $46 million, EPS Diluted loss per share was $0.41.

“EX-99.1 (EX-99.1) --- Wayfair Announces Second Quarter 2023 Results Returns to Positive Year-Over-Year Order Growth While Hitting Key Profitability Milestone Q2 Net Revenue of $3.2 billion with 21.8 million Active Customers Q2 results showed further market share gains driven by strong order momentum BOSTON, MA — August 3, 2023 — Wayfair Inc. (“Wayfair,” “we,” or”

Jon Blotner was appointed as Incoming Chief Commercial Officer at Wayfair Inc..

“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.”

Steve Oblak departed as Chief Commercial Officer at Wayfair Inc..

“On June 7, 2023, Wayfair Inc. (“Wayfair,” the “Company,” “we” or “us”) announced that Steve Oblak, Chief Commercial Officer, will retire from the Company.”
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.

“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.”
Material Agreements

Wayfair Inc. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-05-12).

“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.”
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).

“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”).”
Earnings Releases

Wayfair Inc. reported first quarter ended March 31, 2023 results: revenue $2.8 billion, net income $355 million, EPS $3.22. Guidance initiated.

“First Quarter 2023 Financial Highlights • Total net revenue of $2.8 billion decreased $219 million, down 7.3% year over year • U.S. net revenue of $2.4 billion decreased $127 million, down 5.0% year over year • International net revenue of $359 million decreased $92 million, down 20.4% year over year. International Net Revenue Constant Currency Growth was (14.4)% • Gross profit was $821 million or 29.6% of total net revenue • Net loss was $355 million and Non-GAAP Adjusted EBITDA was ($14) million • Diluted loss per share was $3.22 and Non-GAAP Adjusted Diluted Loss Per Share was $1.13 • Net cash used in operating activities was $147 million and Non-GAAP Free Cash Flow was ($234) million • Cash, cash equivalents and short-term investments totaled $1.0 billion and total liquidity was $1.6 billion including availability under our revolving credit facility”
Shareholder Votes

Wayfair Inc. shareholders approved Vote to Approve Wayfair Inc. 2023 Plan.

“Proposal 4: Vote to Approve Wayfair Inc. 2023 Plan. For Against Abstain Broker Non-Votes 263,837,193 34,315,487 40,450 14,609,466”
Shareholder Votes

Wayfair Inc. shareholders approved Non-Binding Advisory Vote to Approve Executive Compensation.

“Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation For Against Abstain Broker Non-Votes 274,044,439 24,101,321 47,370 14,609,466”
Shareholder Votes

Wayfair Inc. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm.

“Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes 312,558,390 196,768 47,438 —”
Shareholder Votes

Wayfair Inc. shareholders approved Election of Directors.

“Proposal 1: Election of Directors Nominee For Abstain Broker Non-Votes Niraj Shah 297,085,545 1,107,585 14,609,466 Steven Conine 297,125,114 1,068,016 14,609,466 Michael Choe 297,448,666 744,464 14,609,466 Andrea Jung 288,792,631 9,400,499 14,609,466 Jeremy King 291,581,535 6,611,595 14,609,466 Michael Kumin 282,344,827 15,848,303 14,609,466 Jeffrey Naylor 297,107,277 1,085,853 14,609,466 Anke Schäferkordt 297,812,108 381,022 14,609,466 Michael E. Sneed 294,413,234 3,779,896 14,609,466”
Earnings Releases

Wayfair Inc. reported the year ended December 31, 2022 results: revenue $12.2 billion, net income $1.3 billion, EPS $12.54.

“Full Year 2022 Financial Highlights • Total net revenue of $12.2 billion decreased $1.5 billion, down 10.9% year over year • U.S. net revenue of $10.5 billion decreased $785 million, down 7.0% year over year • International net revenue of $1.8 billion decreased $705 million, down 28.7% year over year • Gross profit was $3.4 billion or 28.0% of total net revenue • Net loss was $1.3 billion and Non-GAAP Adjusted EBITDA was ($416) million • Diluted loss per share was $12.54 and Non-GAAP Adjusted Diluted Loss Per Share was $7.71”
Earnings Releases

Wayfair Inc. reported the quarter ended December 31, 2022 results: revenue $3.1 billion, net income $351 million, EPS $3.26.

“Fourth Quarter 2022 Financial Highlights • Total net revenue of $3.1 billion decreased $151 million, down 4.6% year over year • U.S. net revenue of $2.7 billion decreased $49 million, down 1.8% year over year • International net revenue of $415 million decreased $102 million, down 19.7% year over year • Gross profit was $893 million or 28.8% of total net revenue • Net loss was $351 million and Non-GAAP Adjusted EBITDA was ($71) million • Diluted loss per share was $3.26 and Non-GAAP Adjusted Diluted Loss Per Share was $1.71”
Restructurings & Charges

Wayfair Inc. announced a restructuring with charges of between approximately $68 million and $78 million affecting global workforce (approximately 1,750 employees).

“These changes reflect efforts to eliminate management layers and reorganize to be more agile. As a result of this workforce reduction, we expect to incur between approximately $68 million and $78 million of costs, consisting primarily of employee severance and benefit costs, most of which are expected to be incurred in the first quarter of 2023. The foregoing”
Earnings Releases

Wayfair Inc. reported the quarter ended September 30, 2022 results: revenue $2.8 billion, net income Net loss was $283 million, EPS Diluted loss per share was $2.66.

“Exchange Act, except as expressly provided by specific reference in such a filing. --- EX-99.1 (EX-99.1) --- Wayfair Announces Third Quarter 2022 Results Q3 Net Revenue of $2.8 billion 22.6 million Active Customers BOSTON, MA — November 3, 2022 — Wayfair Inc. (NYSE: W), one of the world’s largest online destinations for the home, today reported financial”

Kate Gulliver was appointed as Chief Financial Officer at Wayfair Inc..

“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.”

Michael Fleisher departed as Chief Financial Officer at Wayfair Inc..

“On May 5, 2022, the Company announced that Michael Fleisher, Chief Financial Officer, will retire from the Company.”

Fiona Tan was appointed as Chief Technology Officer at Wayfair Inc..

“Fiona Tan will succeed Mr. Miller as the Company’s new Chief Technology Officer, effective March 1, 2022.”

Jim Miller departed as Chief Technology Officer at Wayfair Inc..

“Jim Miller, Senior Vice President, Chief Technology Officer, will retire from the Company.”

Jeremy King was elected as Director at Wayfair Inc..

“On August 10, 2021, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Jeremy King to the Board, effective immediately”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.