WAYFAIR INC., 10-Q filed on 8/4/2025
Quarterly Report
v3.25.2
Cover - shares
 6 Months Ended
Jun. 30, 2025
Jul. 28, 2025
Document Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2025  
Document Transition Report false  
Entity File Number 001-36666  
Entity Registrant Name Wayfair Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 36-4791999  
Entity Address, Address Line One 4 Copley Place  
Entity Address, City or Town Boston,  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 02116  
City Area Code 617  
Local Phone Number 532-6100  
Title of 12(b) Security Class A Common Stock, $0.001 par value  
Trading Symbol W  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001616707  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Class A common stock    
Document Information    
Entity Common Stock, Shares Outstanding   105,002,641
Class B common stock    
Document Information    
Entity Common Stock, Shares Outstanding   24,658,295
v3.25.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Current assets    
Cash and cash equivalents $ 1,326 $ 1,316
Short-term investments 52 56
Accounts receivable, net 110 155
Inventories 89 76
Prepaid expenses and other current assets 233 274
Total current assets 1,810 1,877
Operating lease right-of-use assets 868 925
Property and equipment, net 540 603
Other non-current assets 60 54
Total assets 3,278 3,459
Current liabilities    
Accounts payable 1,140 1,246
Other current liabilities 1,075 1,124
Total current liabilities 2,215 2,370
Long-term debt 2,884 2,882
Operating lease liabilities, net of current 869 929
Other non-current liabilities 29 33
Total liabilities 5,997 6,214
Commitments and contingencies (Note 5)
Stockholders’ deficit:    
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at June 30, 2025 and December 31, 2024 0 0
Additional paid-in capital 1,921 1,751
Accumulated deficit (4,608) (4,510)
Accumulated other comprehensive (loss) income (32) 4
Total stockholders' deficit (2,719) (2,755)
Total liabilities and stockholders' deficit 3,278 3,459
Class A common stock    
Stockholders’ deficit:    
Common stock 0 0
Class B common stock    
Stockholders’ deficit:    
Common stock $ 0 $ 0
v3.25.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2025
Dec. 31, 2024
Convertible preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Convertible preferred stock, shares issued (in shares) 0 0
Class A common stock    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 103,728,787 100,762,581
Common stock, shares outstanding (in shares) 103,728,787 100,762,581
Class B common stock    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 164,000,000 164,000,000
Common stock, shares issued (in shares) 24,658,295 24,658,295
Common stock, shares outstanding (in shares) 24,658,295 24,658,295
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Statement [Abstract]        
Net revenue $ 3,273 $ 3,117 $ 6,003 $ 5,846
Cost of goods sold 2,289 2,176 4,182 4,086
Gross profit 984 941 1,821 1,760
Operating expenses:        
Customer service and merchant fees 121 121 228 238
Advertising 372 365 716 689
Selling, operations, technology, general and administrative 465 489 894 1,023
Impairment and other related net charges 0 1 23 1
Restructuring charges 9 0 65 79
Total operating expenses 967 976 1,926 2,030
Income (Loss) from operations 17 (35) (105) (270)
Interest expense, net (29) (4) (52) (10)
Other income (expense), net 23 (1) 33 (5)
Gain on debt extinguishment 6 0 31 0
Income (Loss) before income taxes 17 (40) (93) (285)
Provision for income taxes 2 2 5 5
Net income (loss) $ 15 $ (42) $ (98) $ (290)
Earnings (Loss) per share:        
Basic (in dollars per share) $ 0.11 $ (0.34) $ (0.77) $ (2.39)
Diluted (in dollars per shares) $ 0.11 $ (0.34) $ (0.77) $ (2.39)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:        
Basic (in shares) 128 122 127 121
Diluted (in shares) 129 122 127 121
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 15 $ (42) $ (98) $ (290)
Other comprehensive loss:        
Foreign currency translation adjustments (25) 1 (36) 1
Comprehensive loss $ (10) $ (41) $ (134) $ (289)
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)
shares in Millions, $ in Millions
Total
Class A and Class B Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Dec. 31, 2023   118      
Beginning balance at Dec. 31, 2023 $ (2,707) $ 0 $ 1,316 $ (4,018) $ (5)
Increase (Decrease) in Stockholders' Equity          
Net income (loss) (290)     (290)  
Other comprehensive income (loss) 1       1
Issuance of common stock upon vesting of RSUs (in shares)   4      
Equity-based compensation 233   233    
Unwind of capped calls 3   3    
Ending balance (in shares) at Jun. 30, 2024   122      
Ending balance at Jun. 30, 2024 (2,760) $ 0 1,552 (4,308) (4)
Beginning balance (in shares) at Mar. 31, 2024   120      
Beginning balance at Mar. 31, 2024 (2,825) $ 0 1,446 (4,266) (5)
Increase (Decrease) in Stockholders' Equity          
Net income (loss) (42)     (42)  
Other comprehensive income (loss) 1       1
Issuance of common stock upon vesting of RSUs (in shares)   2      
Equity-based compensation 103   103    
Unwind of capped calls 3   3    
Ending balance (in shares) at Jun. 30, 2024   122      
Ending balance at Jun. 30, 2024 (2,760) $ 0 1,552 (4,308) (4)
Beginning balance (in shares) at Dec. 31, 2024   125      
Beginning balance at Dec. 31, 2024 (2,755) $ 0 1,751 (4,510) 4
Increase (Decrease) in Stockholders' Equity          
Net income (loss) (98)     (98)  
Other comprehensive income (loss) (36)       (36)
Issuance of common stock upon vesting of RSUs (in shares)   3      
Shares withheld for employee taxes (9)   (9)    
Equity-based compensation 179   179    
Ending balance (in shares) at Jun. 30, 2025   128      
Ending balance at Jun. 30, 2025 (2,719) $ 0 1,921 (4,608) (32)
Beginning balance (in shares) at Mar. 31, 2025   127      
Beginning balance at Mar. 31, 2025 (2,809) $ 0 1,821 (4,623) (7)
Increase (Decrease) in Stockholders' Equity          
Net income (loss) 15     15  
Other comprehensive income (loss) (25)       (25)
Issuance of common stock upon vesting of RSUs (in shares)   1      
Shares withheld for employee taxes (9)   (9)    
Equity-based compensation 109   109    
Ending balance (in shares) at Jun. 30, 2025   128      
Ending balance at Jun. 30, 2025 $ (2,719) $ 0 $ 1,921 $ (4,608) $ (32)
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Cash flows for operating activities:        
Net loss $ 15 $ (42) $ (98) $ (290)
Adjustments to reconcile net loss to net cash provided by operating activities:        
Depreciation and amortization 78 99 159 203
Equity-based compensation expense     164 214
Amortization of debt discount and issuance costs     5 5
Impairment and other related net charges 0 1 23 1
Gain on debt extinguishment (6) 0 (31) 0
Other non-cash adjustments     32 (8)
Changes in operating assets and liabilities:        
Accounts receivable, net     49 (37)
Inventories     (11) (4)
Prepaid expenses and other assets     21 11
Accounts payable and other liabilities     (136) 11
Net cash provided by operating activities     177 106
Cash flows for investing activities:        
Purchase of short- and long-term investments     (55) (38)
Sale and maturities of short- and long-term investments     58 27
Purchase of property and equipment     (18) (36)
Site and software development costs     (68) (80)
Net cash used in investing activities     (83) (127)
Cash flows from financing activities:        
Proceeds from issuance of debt, net of issuance costs     691 0
Payments to extinguish debt     (742) 0
Payments of taxes related to net share settlement of equity awards     (9) 0
Other financing activities, net     0 3
Net cash (used in) provided by financing activities     (60) 3
Effect of exchange rate changes on cash, cash equivalents and restricted cash     (28) 0
Net increase (decrease) in cash, cash equivalents and restricted cash     6 (18)
Cash, cash equivalents and restricted cash        
Beginning of period     1,320 1,326
End of period 1,326 1,308 1,326 1,308
Supplemental cash flow information:        
Cash paid for interest on long-term debt     59 31
Purchase of property and equipment included in accounts payable and other liabilities     17 15
Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets        
Cash and cash equivalents 1,326 1,304 1,326 1,304
Restricted cash included within prepaid expenses and other current assets 0 4 0 4
Total cash, cash equivalents and restricted cash $ 1,326 $ 1,308 $ 1,326 $ 1,308
v3.25.2
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q are those of Wayfair Inc. and its wholly-owned subsidiaries. Unless the context indicates otherwise, “Wayfair,” “the Company" or similar terms refer to Wayfair Inc. and its subsidiaries. In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the United States (“U.S.”) Securities and Exchange Commission ("SEC") regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2025 or future periods.
The Company has identified significant accounting policies that are critical to understanding its business and results of operations. Wayfair believes that there have been no significant changes during the three and six months ended June 30, 2025 to the items disclosed in Note 1, Summary of Significant Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to update reportable income tax disclosure requirements, primarily through enhanced disclosures on the rate reconciliation table and other disclosures, including total income taxes paid by jurisdiction. The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendment should be applied prospectively, with retrospective adoption permitted. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to the financial statements. The amendment is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendment is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The amendment can be applied either on a prospective or retrospective basis. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
v3.25.2
Supplemental Financial Statement Disclosures
 6 Months Ended
Jun. 30, 2025
Balance Sheet Components Disclosure [Abstract]  
Supplemental Financial Statement Disclosures
2. Supplemental Financial Statement Disclosures
Accounts Receivable, Net
As of June 30, 2025, accounts receivable was $110 million, net of allowance for credit losses of $21 million. As of December 31, 2024, accounts receivable was $155 million, net of allowance for credit losses of $18 million. The changes in the allowance for credit losses were not material for the three and six months ended June 30, 2025. Management believes credit risk is mitigated for the three and six months ended June 30, 2025, as approximately 98.9% and 98.8%, respectively, of the net revenue recognized was collected in advance of recognition.
Contract Liabilities
Contract liabilities included in other current liabilities were $229 million at June 30, 2025 and $224 million at December 31, 2024. During the six months ended June 30, 2025, Wayfair recognized $158 million of net revenue that was included within other current liabilities as of December 31, 2024. During the six months ended June 30, 2024, Wayfair recognized $134 million of net revenue that was included within other current liabilities as of December 31, 2023.
Net revenue from contracts with customers is disaggregated by geographic region because this manner of disaggregation best depicts how the nature, amount, timing and uncertainty of net revenue and cash flows are affected by economic factors. Refer to Note 9, Segment and Geographic Information, for additional information.
Impairment and Other Related Net Charges
During the six months ended June 30, 2025, Wayfair recorded net charges of $23 million, inclusive of $20 million associated with its decision to exit the German market (the “Germany Restructuring”) and weakened macroeconomic conditions in connection with its German operations and $3 million associated with changes in sublease market conditions for a technology center in the U.S. The $20 million of charges associated with the Germany Restructuring is inclusive of $9 million related to operating lease right-of-use (“ROU”) assets, $19 million related to property, plant and equipment, partially offset by a recovery of $8 million related to the termination of its office lease in Germany.
Restructuring Charges
During the three and six months ended June 30, 2025, Wayfair incurred $9 million and $65 million, respectively, of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. During the three and six months ended June 30, 2025, this includes $6 million and $46 million, respectively, related to the Germany Restructuring and $3 million and $19 million, respectively, related to the March 2025 workforce reduction, which impacted members of the technology team.
As of June 30, 2025, Wayfair expects the total cost to be incurred under both actions to be $79 million, of which $65 million has been recorded to date. Wayfair expects to incur the remainder of the charges through the year ended December 31, 2025. As of June 30, 2025, $24 million and $3 million, is accrued within other current liabilities, for employee severance benefits for the Germany Restructuring and the March 2025 workforce reduction, respectively.
Income Tax
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we expect that the legislation will likely not have a material impact on our financial statements. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
v3.25.2
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements
3. Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements
Investments
As of June 30, 2025 and December 31, 2024, Wayfair’s marketable securities, which primarily consisted of corporate bonds and other government obligations that are priced at fair value, were classified as available-for-sale investments. During the three and six months ended June 30, 2025 and 2024, Wayfair did not have any realized gains or losses. Interest income includes interest earned from cash and cash equivalents and marketable securities. During the three and six months ended June 30, 2025, Wayfair recorded $13 million and $23 million of interest income, respectively. During the three and six months ended June 30, 2024, Wayfair recorded $14 million and $26 million of interest income, respectively.
The following table presents details of Wayfair’s investment securities as of June 30, 2025 and December 31, 2024:
 June 30, 2025
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:    
Investment securities$52 $— $— $52 
Total$52 $— $— $52 
 December 31, 2024
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:    
Investment securities$56 $— $— $56 
Total$56 $— $— $56 
Fair Value Measurements
Wayfair's financial assets and liabilities are measured at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The three levels of inputs used to measure fair value are as follows:
▪Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities
▪Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full-term of the asset or liability
▪Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability
This hierarchy requires Wayfair to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Wayfair classifies cash equivalents and certificate of deposits within Level 1 because these are valued using quoted market prices. The fair value of Level 1 financial assets is based on quoted market prices of the identical underlying security. Wayfair classifies short-term investments within Level 2 because unadjusted quoted prices for identical or similar assets in markets are not active. Wayfair does not have assets that are classified as Level 3.
The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:
 June 30, 2025
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$445 $— $— $445 
Cash equivalents881 — — 881 
Total cash and cash equivalents 1,326 — — 1,326 
Short-term investments:   
Investment securities— 52 — 52 
Total$1,326 $52 $— $1,378 
 December 31, 2024
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$461 $— $— $461 
Cash equivalents855 — — 855 
Total cash and cash equivalents1,316 — — 1,316 
Short-term investments:
Investment securities— 56 — 56 
Prepaid expenses and other current assets:
Certificate of deposit (1)
4 — — 4 
Total$1,320 $56 $— $1,376 
(1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.
v3.25.2
Debt and Other Financing
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt and Other Financing
4. Debt and Other Financing
The following table presents the outstanding principal amount and carrying value of debt and other financing:
June 30, 2025December 31, 2024
Debt InstrumentPrincipal AmountUnamortized Debt DiscountNet Carrying AmountPrincipal AmountUnamortized Debt DiscountNet Carrying Amount
(in millions)
Revolving Credit Facility$— $— 
2025 Notes157 — 157 237 (1)236 
2026 Notes39 — 39 734 (3)731 
2027 Notes690 (6)684 690 (7)683 
2028 Notes690 (8)682 690 (9)681 
2029 Secured Notes800 (12)788 800 (13)787 
2030 Secured Notes700 (9)691 — — — 
Total Debt$3,041 $3,118 
Short-term debt (1)
157 236 
Long-term debt$2,884 $2,882 
(1) Short-term debt consists of $157 million for the 2025 Notes (as defined below) as of June 30, 2025 and $236 million for the 2025 Notes as of December 31, 2024. Short-term debt is presented within other current liabilities in the condensed consolidated balance sheets.
Wayfair’s indebtedness includes unsecured 0.625% Convertible Senior Notes due 2025 (the “2025 Notes”), unsecured 1.00% Convertible Senior Notes due 2026 (the “2026 Notes”), unsecured 3.25% Convertible Senior Notes due 2027 (the “2027 Notes”), unsecured 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”, and together with the 2025 Notes, 2026 Notes and 2027 Notes, the “Convertible Notes”), 7.250% Senior Secured Notes due 2029 (the “2029 Secured Notes”) and 7.750% Senior Secured Notes due 2030 (the “2030 Secured Notes”, together with the 2029 Secured Notes, the “Senior Secured Notes” and together with the Convertible Notes, the “Notes”).
Revolving Credit Facility
Wayfair has a five-year senior secured revolving credit facility (the “Revolver”), which matures on March 13, 2030, and provides for revolving loans in an aggregate amount of $500 million. As of June 30, 2025, there were no revolving loans outstanding under the Revolver. Under the Revolver, Wayfair may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver. Wayfair had $74 million outstanding letters of credit as of June 30, 2025, primarily as security for lease agreements, which reduced the availability of credit under the Revolver.
Senior Secured Notes
The following table summarizes certain terms related to the Company’s current outstanding Senior Secured Notes:
Senior Secured NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2029 Secured NotesOctober 31, 20297.250%7.50%April 15 and October 15
2030 Secured NotesSeptember 15, 20307.750%7.90%March 15 and September 15
Convertible Notes
The following table summarizes certain terms related to the Company’s current outstanding Convertible Notes:
Convertible NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2025 NotesOctober 1, 20250.625%0.9%April 1 and October 1
2026 NotesAugust 15, 20261.000%1.2%February 15 and August 15
2027 NotesSeptember 15, 20273.250%3.6%March 15 and September 15
2028 NotesNovember 15, 20283.500%3.8%May 15 and November 15
Conversion and Redemption Terms of the Notes
Wayfair's Convertible Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Convertible Notes’ initial conversion terms are summarized below:
Convertible NotesMaturity DateFree Convertibility DateInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceRedemption Date
2025 NotesOctober 1, 2025July 1, 20252.3972$417.15October 4, 2022
2026 NotesAugust 15, 2026May 15, 20266.7349$148.48August 20, 2023
2027 NotesSeptember 15, 2027June 15, 202715.7597$63.45September 20, 2025
2028 NotesNovember 15, 2028August 15, 202821.8341 $45.80May 20, 2026
The conversion rate is subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of Wayfair’s Class A common stock, but will not be adjusted for accrued and unpaid interest.
Wayfair will settle any conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or a combination thereof, with the form of consideration determined at Wayfair’s election. The holders of the Convertible Notes may convert all or a portion of such Notes prior to certain specified dates (each, a “Free Convertibility Date”) under the following circumstances (in each case, as applicable to each series of Convertible Notes):
•during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Wayfair’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five-business day period after any ten consecutive trading day period (the “measurement period") in which the trading price (as defined in the applicable indenture) per $1,000 principal amount of the notes for each trading day of the
measurement period was less than 98% of the product of the last reported sale price of Wayfair’s Class A common stock and the conversion rate on each such trading day;
•if Wayfair calls the notes for redemption, at any time prior to 5:00 p.m. (New York City time) (“the close of business”) on the second scheduled trading day immediately preceding the redemption date; and
•upon the occurrence of specified corporate events (as set forth in the applicable indenture).
On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Convertible Notes may convert their Convertible Notes at any time.
The conditional conversion features of the 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended June 30, 2025, therefore, the 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended September 30, 2025 pursuant to the applicable last reported sales price conditions. On July 1, 2025, the 2025 Notes became freely convertible and the holders of the 2025 Notes may convert all or a portion of their 2025 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.
Upon the occurrence of a fundamental change (as defined in the applicable indenture), holders of the applicable series of the Convertible Notes may require Wayfair to repurchase all or a portion of such Notes for cash at a price equal to 100% of the principal amount of such Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the Convertible Notes who convert their respective Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the applicable indenture) may be entitled to a premium in the form of an increase in the conversion rate of the respective Notes.
Wayfair may not redeem the Convertible Notes prior to certain dates (the “Redemption Date”). On or after the applicable Redemption Date, Wayfair may redeem for cash all or part of the applicable series of the Convertible Notes if the last reported sale price of Wayfair’s Class A common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which Wayfair provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which Wayfair provides notice of the redemption. The redemption price will be either 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, or the if-converted value if the holder elects to convert their Convertible Notes upon receiving notice of redemption.
Partial Extinguishment of Convertible Notes
On March 14, 2025, in connection with the issuance of the 2030 Secured Notes, Wayfair repurchased $578 million in aggregate principal amount of the 2026 Notes. In accounting for the repurchases, Wayfair recorded a $25 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $551 million and the net carrying value of the 2026 Notes of $576 million.
On May 9, 2025, Wayfair used the remaining proceeds from the 2030 Secured Notes offering, together with cash on hand, to repurchase $80 million in aggregate principal amount of the 2025 Notes and $118 million in aggregate principal amount of the 2026 Notes. In accounting for these repurchases, Wayfair recorded a $6 million gain on debt extinguishment, representing the difference between the cash paid for principal, plus accrued and unpaid interest and transaction fees of $191 million and the combined net carrying value of the 2025 Notes and the 2026 Notes of $197 million.
Conversions of Convertible Notes
During the three and six months ended June 30, 2025, there were no conversions of the Convertible Notes.
Interest Expense
During the three months ended June 30, 2025, Wayfair recognized contractual interest expense and debt discount amortization of $41 million and $2 million, respectively, and during the six months ended June 30, 2025, contractual interest expense and debt discount amortization of $73 million and $5 million, respectively.
During the three months ended June 30, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $16 million and $2 million, respectively, and during the six months ended June 30, 2024, contractual interest expense and debt discount amortization of $31 million and $5 million, respectively.
Fair Value of the Notes
As of June 30, 2025, the estimated fair value of the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, 2029 Secured Notes and 2030 Secured Notes was $155 million, $37 million, $788 million, $931 million, $802 million and $707 million, respectively. The estimated fair values of the Notes was determined through consideration of quoted market prices. The fair values of the Notes are classified as Level 2 as defined in Note 3, Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements. As of June 30, 2025, the if-converted value of the 2028 Notes exceeded the principal value by $80 million. As of June 30, 2025, the if-converted value of the 2025 Notes, 2026 Notes, and 2027 Notes did not exceed the principal value.
Capped Calls
The 2025 Capped Calls, 2026 Capped Calls, 2027 Capped Calls and 2028 Capped Calls (collectively, the “Capped Calls”) are expected generally to reduce the potential dilution and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes if the market price per share of Wayfair’s Class A common stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Convertible Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the “Initial Cap Price”). The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Convertible Notes are converted, repurchased or redeemed prior to such date.
Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price (or, with respect to the 2025 Capped Calls, the volume-weighted average price) of Wayfair’s Class A common stock on the date the corresponding Convertible Notes were priced (the “Cap Price Premium”), and is subject to certain adjustments under the terms of the corresponding agreements. Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.
The initial terms for the Capped Calls are presented below:
Capped CallsMaturity DateInitial Cap PriceCap Price Premium
2025 Capped CallsOctober 1, 2025$787.08150%
2026 Capped CallsAugust 15, 2026$280.15150%
2027 Capped CallsSeptember 15, 2027$97.62100%
2028 Capped CallsNovember 15, 2028$73.28100%
The Capped Calls are separate transactions from the Convertible Notes, are not subject to the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Similarly, holders of the Convertible Notes do not have any rights with respect to the Capped Calls. The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to Wayfair's stock and meet the requirements to be classified in equity. The premiums paid for the Capped Calls were included as a net reduction to additional paid-in capital within stockholders’ deficit when they were entered.
v3.25.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
5. Commitments and Contingencies
Legal Matters
From time to time, Wayfair is involved in litigation matters and other legal claims that arise during the ordinary course of business. The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. As a result, it is at least reasonably possible that any such estimate could change and the effect of the potential change could be material. The Company does not record a gain contingency until the period in which the contingency is resolved and the gain is realizable or realized.
Litigation and legal claims are inherently unpredictable and claims cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations. In addition, Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear. However, Wayfair does not currently believe that the outcome of any legal matters will have a material adverse effect on Wayfair’s results of operations or financial condition.
Canada Border Services Agency
The Canada Border Services Agency (“CBSA”) is examining Wayfair’s payment of duties under the Special Import Measures Act (the “CBSA Review”) for goods imported into Canada for the years ended December 31, 2023 and 2022 and part of the year ended December 31, 2021. Periodically, Wayfair receives assessments from the CBSA and Wayfair is required to pay all assessed amounts in order to exercise its appeal rights. Wayfair believes there are substantial factual and legal grounds to appeal and partially recuperate these amounts and is exploring other options to mitigate exposure. During the three and six months ended June 30, 2025, in connection with the CBSA Review, Wayfair incurred approximately $9 million and $14 million, respectively, to cost of goods sold within the condensed consolidated statements of operations and made payments of approximately $3 million and $8 million of duties based on assessments received during the three and six months ended June 30, 2025, respectively, related to the year ended December 31, 2023. As of June 30, 2025, approximately $11 million was recorded within other current liabilities in the condensed consolidated balance sheets.
The CBSA is also examining Wayfair’s valuation of duties under the Customs Act for goods imported into Canada for the years ended December 31, 2025, 2024, 2023, 2022, 2021 and 2020. During the three months ended June 30, 2025, Wayfair recorded a benefit of $7 million to cost of goods sold within the condensed consolidated statements of operations related to the examinations for the three months ended December 31, 2024 and March 31, 2025. The examinations for part of the year ended December 31, 2024 and the years ended December 31, 2023 and 2022 resulted in a benefit of $38 million recorded during the three months ended March 31, 2025 to cost of good sold within the condensed consolidated statement of operations. This was related to an overpayment of duties during those years, and the refunds from this audit will primarily be used to offset future normal course custom duties payments and payments due under the CBSA Review.
v3.25.2
Stockholders' Deficit
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ Deficit
6. Stockholders’ Deficit
Common Stock
Since Wayfair's initial public offering through June 30, 2025, 57,380,119 shares of Class B common stock were converted to Class A common stock.
Stock Repurchase Programs
During the three and six months ended June 30, 2025 and 2024, Wayfair did not repurchase any shares of Class A Common stock under the authorized repurchase programs.
v3.25.2
Equity-Based Compensation
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation
7. Equity-Based Compensation
In April 2023, Wayfair’s stockholders approved the 2023 Incentive Award Plan (the “2023 Plan”) to replace Wayfair’s 2014 Incentive Award Plan, as amended (the “2014 Plan” and, together with the 2023 Plan, the “Incentive Plans”). The Incentive Plans were adopted by the board of directors (the “Board”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and stock payments.
Beginning in April 2025, Wayfair primarily withholds shares of Class A common stock upon vesting of restricted stock units to cover necessary tax withholding obligations as permitted by the 2023 Plan. The value of the withheld shares was classified as a reduction to common stock and additional paid-in capital. Shares subject to awards that are forfeited, expire or are otherwise terminated without shares being issued, or shares withheld to satisfy tax withholding obligations, will be returned to the pool of shares available for grant and issuance under the 2023 Plan.
As of June 30, 2025, 7,176,749 shares of Class A common stock remained available for future grant under the 2023 Plan.
The following table presents activity relating to RSUs for the six months ended June 30, 2025:
 SharesWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2024
2,455,486 $72.11 
RSUs granted3,597,641 $41.65 
RSUs vested (1)
(3,255,534)$50.54 
RSUs forfeited/canceled(216,820)$76.21 
Unvested at June 30, 2025
2,580,773 $56.51 
(1) The amount of RSUs vested includes shares withheld by Wayfair to cover taxes.
As of June 30, 2025, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $42 million with a weighted-average remaining vesting term of 0.1 years.
The following table summarizes activity for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
20252024
Weighted average grant date fair value of RSUs$41.65 $59.23 
Total fair value of vested RSUs (in millions)$165 $299 
Intrinsic value of RSUs vested (in millions)$125 $232 
As of June 30, 2025, the aggregate intrinsic value of unvested RSUs was $132 million.
Equity-based compensation was classified as follows in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:
 Three Months Ended June 30,Six Months Ended June 30,
 2025202420252024
(in millions)
Cost of goods sold$2 $3 $4 $5 
Customer service and merchant fees4 5 7 10 
Selling, operations, technology, general and administrative94 87 153 199 
Total equity-based compensation expense$100 $95 $164 $214 
Equity-based compensation costs capitalized as software costs were $9 million and $15 million for the three and six months ended June 30, 2025, respectively, and $8 million and $19 million for the three and six months ended June 30, 2024, respectively.
v3.25.2
Earnings (Loss) per Share
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Earnings (Loss) per Share
8. Earnings (Loss) per Share
Wayfair follows the two-class method when computing earnings or loss per share for its two issued classes of common stock - Class A and Class B. Basic earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period plus, if dilutive, common stock equivalents outstanding during the period and stock issuable upon conversion of the convertible debt instruments. Wayfair's common stock equivalents consist of shares issuable upon the release of restricted stock units. The dilutive effect of these common stock equivalents is reflected in diluted earnings or loss per share by application of the treasury stock method. The dilutive effect of shares issuable upon conversion of the convertible debt instruments are included in the calculation of diluted earnings or loss per share under the if-converted method.
For periods in which Wayfair has reported net losses, diluted loss per share is the same as basic loss per share, as the effects of common stock equivalents outstanding and shares issuable upon conversion of convertible debt instruments are antidilutive and therefore excluded from the calculation of diluted loss per share.
Wayfair allocates undistributed earnings between the classes on a one-to-one basis when computing earnings or loss per share. As a result, basic and diluted earnings or loss per share per Class A and Class B shares are equivalent.
The following table presents the calculation of basic and diluted earnings (loss) per share:
 Three Months Ended June 30,Six Months Ended June 30,
 2025202420252024
(in millions, except per share data)
Numerator:
Numerator for basic and diluted earnings (loss) per share - net income (loss)
$15 $(42)$(98)$(290)
Denominator:
Denominator for basic earnings (loss) per share - weighted-average number of shares of common stock outstanding
128 122 127 121 
Effect of dilutive securities:
Restricted stock units1 — — — 
Denominator for diluted earnings (loss) per share - weighted-average number of shares of common stock outstanding after the effect of dilutive securities
129 122 127 121 
Earnings (Loss) per share  
Basic$0.11 $(0.34)$(0.77)$(2.39)
Diluted$0.11 $(0.34)$(0.77)$(2.39)
The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted earnings (loss) per share were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(in millions)
Unvested restricted stock units3 3 3 3 
Shares related to convertible debt instruments27 36 27 36 
Total30 39 30 39 
Wayfair may settle conversions of the Convertible Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election. The Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Convertible Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Convertible Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Convertible Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price.
For more information on the structure of the Notes and the Capped Calls, see Note 4, Debt and Other Financing.
v3.25.2
Segment and Geographic Information
 6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Segment and Geographic Information
9. Segment and Geographic Information
Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Wayfair’s CODM is its Chief Executive Officer. 
Wayfair's operating and reportable segments are the U.S. and International. These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA. Adjusted EBITDA is defined as net income or loss before depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, non-recurring items and other items not indicative of ongoing operating performance. These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance. The CODM uses Adjusted EBITDA to assess segment performance while deciding how to allocate resources as a benchmark to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of Wayfair’s Annual Report on Form 10-K for the year ended December 31, 2024. Wayfair allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative expenses based on the usage and relative contribution provided to the segments. It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related net charges and restructuring charges, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit for income taxes. There are no net revenue transactions between Wayfair's reportable segments.
U.S.
The U.S. segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S.
International
The International segment primarily consists of amounts earned through product sales through Wayfair's international sites.
Net revenue from external customers for each group of similar products and services are not reported to the CODM. Separate identification of this information for purposes of segment disclosure is impractical, as it is not readily available and the cost to develop it would be excessive. No individual country outside the U.S. provided greater than 10% of consolidated net revenue.
The following tables present net revenue, significant segment expenses and Adjusted EBITDA attributable to Wayfair’s reportable segments for the periods presented:
Three Months Ended June 30,
20252024
(in millions)
U.S.InternationalTotalU.S.InternationalTotal
Net revenue$2,874 $399 $3,273 $2,730 $387 $3,117 
Less:
Cost of goods sold (1)
1,971 305 2,276 1,867 294 2,161 
Advertising326 46 372 320 45 365 
Other segment items (2)
353 67 420 344 84 428 
Adjusted EBITDA$224 $(19)$205 $199 $(36)$163 
Less: reconciling items (3)
190 205 
Net income (loss)$15 $(42)
 Six Months Ended June 30,
 20252024
(in millions)
U.S.InternationalTotalU.S.InternationalTotal
Net revenue$5,303$700$6,003$5,121$725$5,846
Less:
Cost of goods sold (1)
3,6574984,1553,5015544,055
Advertising6328471660683689 
Other segment items (2)
695126821694170864 
Adjusted EBITDA$319$(8)$311$320$(82)$238
Less: reconciling items (3)
409 528 
Net loss$(98)$(290)
(1)
Cost of goods sold excludes costs that are excluded from Wayfair's evaluation of segment performance. Excluded from Wayfair's evaluation of segment performance and from cost of goods sold are depreciation and amortization and equity-based compensation and related taxes.
(2)
Other segment items include customer service and merchant fees and selling, operations, technology, general and administrative, and exclude any costs that are excluded from Wayfair's evaluation of segment performance. Excluded from Wayfair's evaluation of segment performance and from other segment items are depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, net, non-recurring items and other items not indicative of ongoing operating performance.
(3) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net income (loss):
 Three Months Ended June 30,Six Months Ended June 30,
 2025202420252024
(in millions)
Depreciation and amortization$78 $99 $159 $203 
Equity-based compensation and related taxes101 98 169 225 
Interest expense, net29 4 52 10 
Other (income) expense, net(23)1 (33)5 
Provision for income taxes2 2 5 5 
Other:
Impairment and other related net charges (a)
— 1 231
Restructuring charges (b)
9 — 65 79 
Gain on debt extinguishment (c)
(6)— (31)— 
Total reconciling items$190 $205 $409 $528 
(a)
During the six months ended June 30, 2025, Wayfair recorded net charges of $23 million, inclusive of $20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with its German operations and $3 million associated with changes in sublease market conditions for a technology center in the U.S. Refer to Note 2, Supplemental Financial Statement Disclosures, for additional information.
(b)
During the three and six months ended June 30, 2025, Wayfair incurred $9 million and $65 million, respectively, of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $46 million related to the Germany Restructuring and $19 million related to the March 2025 workforce reduction. During the six months ended June 30, 2024, Wayfair incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction. Refer to Note 2, Supplemental Financial Statement Disclosures, for additional information.
(c)
During the three and six months ended June 30, 2025, Wayfair recorded a $6 million and $31 million gain on debt extinguishment upon repurchase of $80 million in aggregate principal amount of the 2025 Notes and $696 million in aggregate principal amount of the 2026 Notes.
The following table presents long-lived assets attributable to Wayfair's reportable segments reconciled to the consolidated amounts:
 June 30,
2025		December 31,
2024
(in millions)
Geographic long-lived assets:
U.S.$683 $789 
International280 279 
Total reportable segment long-lived assets963 1,068 
Plus: reconciling corporate long-lived assets445 460 
Total long-lived assets$1,408 $1,528 
U.S. and International long-lived assets consist of property and equipment, net and operating lease ROU assets. Corporate long-lived assets consist of property and equipment, net, including capitalized internal-use software and website development costs, and operating lease ROU assets at corporate facilities.
The following table presents total assets attributable to Wayfair's reportable segments reconciled to consolidated amounts:
 June 30,
2025		December 31,
2024
(in millions)
Assets by segment:
U.S.$1,072 $1,245 
International324 328 
Total reportable segment assets1,396 1,573 
Plus: reconciling corporate assets1,882 1,886 
Total assets$3,278 $3,459 
U.S. and International segment assets consist primarily of accounts receivable, net, inventories, prepaid expenses and other current assets, property and equipment, net and operating lease ROU assets. Corporate assets include cash and cash equivalents, short-term investments, long-lived assets at corporate facilities, capitalized internal-use software and website development costs and other non-current assets.
v3.25.2
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Pay vs Performance Disclosure        
Net loss $ 15 $ (42) $ (98) $ (290)
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
During the three months ended June 30, 2025, the following directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
Plans
Name & TitleActionDateRule 10b5-1 PlanNon-Rule 10b5-1 Plan
Aggregate number/dollar value of securities to be purchased or sold (1)
Plan expiration date (2)
Steve Conine, Co-Chairman and Co-Founder
Adoption
May 29, 2025
X
Up to 1,600,000 shares to be sold
August 20, 2026
Niraj Shah, Chief Executive Officer, Co-Chairman and Co-Founder
Adoption
May 29, 2025
X
Up to 1,600,000 shares to be sold
August 20, 2026
(1)
The “Aggregate number/dollar value of securities to be sold” represents the gross number or value of shares to be sold during the duration of the plan, and, to the extent applicable, before excluding any shares sold pursuant to the Company’s mandatory policies to cover necessary tax withholding obligations in connection with the vesting of the securities.
(2)
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended.
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Steve Conine [Member]  
Trading Arrangements, by Individual  
Name Steve Conine
Title Co-Chairman and Co-Founder
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 29, 2025
Expiration Date August 20, 2026
Arrangement Duration 448 days
Aggregate Available 1,600,000
Niraj Shah [Member]  
Trading Arrangements, by Individual  
Name Niraj Shah
Title Chief Executive Officer, Co-Chairman and Co-Founder
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 29, 2025
Expiration Date August 20, 2026
Arrangement Duration 448 days
Aggregate Available 1,600,000
v3.25.2
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q are those of Wayfair Inc. and its wholly-owned subsidiaries. Unless the context indicates otherwise, “Wayfair,” “the Company" or similar terms refer to Wayfair Inc. and its subsidiaries. In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the United States (“U.S.”) Securities and Exchange Commission ("SEC") regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2025 or future periods.
The Company has identified significant accounting policies that are critical to understanding its business and results of operations. Wayfair believes that there have been no significant changes during the three and six months ended June 30, 2025 to the items disclosed in Note 1, Summary of Significant Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to update reportable income tax disclosure requirements, primarily through enhanced disclosures on the rate reconciliation table and other disclosures, including total income taxes paid by jurisdiction. The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendment should be applied prospectively, with retrospective adoption permitted. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to the financial statements. The amendment is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendment is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The amendment can be applied either on a prospective or retrospective basis. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.
v3.25.2
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements (Tables)
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Schedule of Marketable Securities
The following table presents details of Wayfair’s investment securities as of June 30, 2025 and December 31, 2024:
 June 30, 2025
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:    
Investment securities$52 $— $— $52 
Total$52 $— $— $52 
 December 31, 2024
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:    
Investment securities$56 $— $— $56 
Total$56 $— $— $56 
Schedule of the Fair Value of the Company's Financial Assets Measured at Fair Value on a Recurring Basis Based on the Three-tier Value Hierarchy
The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:
 June 30, 2025
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$445 $— $— $445 
Cash equivalents881 — — 881 
Total cash and cash equivalents 1,326 — — 1,326 
Short-term investments:   
Investment securities— 52 — 52 
Total$1,326 $52 $— $1,378 
 December 31, 2024
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$461 $— $— $461 
Cash equivalents855 — — 855 
Total cash and cash equivalents1,316 — — 1,316 
Short-term investments:
Investment securities— 56 — 56 
Prepaid expenses and other current assets:
Certificate of deposit (1)
4 — — 4 
Total$1,320 $56 $— $1,376 
(1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.
v3.25.2
Debt and Other Financing (Tables)
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Outstanding Principal and Carrying Value
The following table presents the outstanding principal amount and carrying value of debt and other financing:
June 30, 2025December 31, 2024
Debt InstrumentPrincipal AmountUnamortized Debt DiscountNet Carrying AmountPrincipal AmountUnamortized Debt DiscountNet Carrying Amount
(in millions)
Revolving Credit Facility$— $— 
2025 Notes157 — 157 237 (1)236 
2026 Notes39 — 39 734 (3)731 
2027 Notes690 (6)684 690 (7)683 
2028 Notes690 (8)682 690 (9)681 
2029 Secured Notes800 (12)788 800 (13)787 
2030 Secured Notes700 (9)691 — — — 
Total Debt$3,041 $3,118 
Short-term debt (1)
157 236 
Long-term debt$2,884 $2,882 
(1) Short-term debt consists of $157 million for the 2025 Notes (as defined below) as of June 30, 2025 and $236 million for the 2025 Notes as of December 31, 2024. Short-term debt is presented within other current liabilities in the condensed consolidated balance sheets.
Schedule of Convertible Notes
The following table summarizes certain terms related to the Company’s current outstanding Senior Secured Notes:
Senior Secured NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2029 Secured NotesOctober 31, 20297.250%7.50%April 15 and October 15
2030 Secured NotesSeptember 15, 20307.750%7.90%March 15 and September 15
The following table summarizes certain terms related to the Company’s current outstanding Convertible Notes:
Convertible NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2025 NotesOctober 1, 20250.625%0.9%April 1 and October 1
2026 NotesAugust 15, 20261.000%1.2%February 15 and August 15
2027 NotesSeptember 15, 20273.250%3.6%March 15 and September 15
2028 NotesNovember 15, 20283.500%3.8%May 15 and November 15
Wayfair's Convertible Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Convertible Notes’ initial conversion terms are summarized below:
Convertible NotesMaturity DateFree Convertibility DateInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceRedemption Date
2025 NotesOctober 1, 2025July 1, 20252.3972$417.15October 4, 2022
2026 NotesAugust 15, 2026May 15, 20266.7349$148.48August 20, 2023
2027 NotesSeptember 15, 2027June 15, 202715.7597$63.45September 20, 2025
2028 NotesNovember 15, 2028August 15, 202821.8341 $45.80May 20, 2026
Schedule of Initial Terms for Capped Calls
The initial terms for the Capped Calls are presented below:
Capped CallsMaturity DateInitial Cap PriceCap Price Premium
2025 Capped CallsOctober 1, 2025$787.08150%
2026 Capped CallsAugust 15, 2026$280.15150%
2027 Capped CallsSeptember 15, 2027$97.62100%
2028 Capped CallsNovember 15, 2028$73.28100%
v3.25.2
Equity-Based Compensation (Tables)
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Activity Relating to Restricted Stock Units
The following table presents activity relating to RSUs for the six months ended June 30, 2025:
 SharesWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 2024
2,455,486 $72.11 
RSUs granted3,597,641 $41.65 
RSUs vested (1)
(3,255,534)$50.54 
RSUs forfeited/canceled(216,820)$76.21 
Unvested at June 30, 2025
2,580,773 $56.51 
(1) The amount of RSUs vested includes shares withheld by Wayfair to cover taxes.
The following table summarizes activity for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
20252024
Weighted average grant date fair value of RSUs$41.65 $59.23 
Total fair value of vested RSUs (in millions)$165 $299 
Intrinsic value of RSUs vested (in millions)$125 $232 
Schedule of Equity-Based Compensation
Equity-based compensation was classified as follows in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:
 Three Months Ended June 30,Six Months Ended June 30,
 2025202420252024
(in millions)
Cost of goods sold$2 $3 $4 $5 
Customer service and merchant fees4 5 7 10 
Selling, operations, technology, general and administrative94 87 153 199 
Total equity-based compensation expense$100 $95 $164 $214 
v3.25.2
Earnings (Loss) per Share (Tables)
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Schedule of Calculation of Basic and Diluted Net Earnings (Loss) per Share
The following table presents the calculation of basic and diluted earnings (loss) per share:
 Three Months Ended June 30,Six Months Ended June 30,
 2025202420252024
(in millions, except per share data)
Numerator:
Numerator for basic and diluted earnings (loss) per share - net income (loss)
$15 $(42)$(98)$(290)
Denominator:
Denominator for basic earnings (loss) per share - weighted-average number of shares of common stock outstanding
128 122 127 121 
Effect of dilutive securities:
Restricted stock units1 — — — 
Denominator for diluted earnings (loss) per share - weighted-average number of shares of common stock outstanding after the effect of dilutive securities
129 122 127 121 
Earnings (Loss) per share  
Basic$0.11 $(0.34)$(0.77)$(2.39)
Diluted$0.11 $(0.34)$(0.77)$(2.39)
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share
The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted earnings (loss) per share were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(in millions)
Unvested restricted stock units3 3 3 3 
Shares related to convertible debt instruments27 36 27 36 
Total30 39 30 39 
v3.25.2
Segment and Geographic Information (Tables)
 6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Schedule of Activity Related to Net Revenue and Adjusted EBITDA by Segment
The following tables present net revenue, significant segment expenses and Adjusted EBITDA attributable to Wayfair’s reportable segments for the periods presented:
Three Months Ended June 30,
20252024
(in millions)
U.S.InternationalTotalU.S.InternationalTotal
Net revenue$2,874 $399 $3,273 $2,730 $387 $3,117 
Less:
Cost of goods sold (1)
1,971 305 2,276 1,867 294 2,161 
Advertising326 46 372 320 45 365 
Other segment items (2)
353 67 420 344 84 428 
Adjusted EBITDA$224 $(19)$205 $199 $(36)$163 
Less: reconciling items (3)
190 205 
Net income (loss)$15 $(42)
 Six Months Ended June 30,
 20252024
(in millions)
U.S.InternationalTotalU.S.InternationalTotal
Net revenue$5,303$700$6,003$5,121$725$5,846
Less:
Cost of goods sold (1)
3,6574984,1553,5015544,055
Advertising6328471660683689 
Other segment items (2)
695126821694170864 
Adjusted EBITDA$319$(8)$311$320$(82)$238
Less: reconciling items (3)
409 528 
Net loss$(98)$(290)
(1)
Cost of goods sold excludes costs that are excluded from Wayfair's evaluation of segment performance. Excluded from Wayfair's evaluation of segment performance and from cost of goods sold are depreciation and amortization and equity-based compensation and related taxes.
(2)
Other segment items include customer service and merchant fees and selling, operations, technology, general and administrative, and exclude any costs that are excluded from Wayfair's evaluation of segment performance. Excluded from Wayfair's evaluation of segment performance and from other segment items are depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, net, non-recurring items and other items not indicative of ongoing operating performance.
(3) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net income (loss):
 Three Months Ended June 30,Six Months Ended June 30,
 2025202420252024
(in millions)
Depreciation and amortization$78 $99 $159 $203 
Equity-based compensation and related taxes101 98 169 225 
Interest expense, net29 4 52 10 
Other (income) expense, net(23)1 (33)5 
Provision for income taxes2 2 5 5 
Other:
Impairment and other related net charges (a)
— 1 231
Restructuring charges (b)
9 — 65 79 
Gain on debt extinguishment (c)
(6)— (31)— 
Total reconciling items$190 $205 $409 $528 
(a)
During the six months ended June 30, 2025, Wayfair recorded net charges of $23 million, inclusive of $20 million associated with the Germany Restructuring and weakened macroeconomic conditions in connection with its German operations and $3 million associated with changes in sublease market conditions for a technology center in the U.S. Refer to Note 2, Supplemental Financial Statement Disclosures, for additional information.
(b)
During the three and six months ended June 30, 2025, Wayfair incurred $9 million and $65 million, respectively, of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $46 million related to the Germany Restructuring and $19 million related to the March 2025 workforce reduction. During the six months ended June 30, 2024, Wayfair incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction. Refer to Note 2, Supplemental Financial Statement Disclosures, for additional information.
(c)
During the three and six months ended June 30, 2025, Wayfair recorded a $6 million and $31 million gain on debt extinguishment upon repurchase of $80 million in aggregate principal amount of the 2025 Notes and $696 million in aggregate principal amount of the 2026 Notes.
Schedule of Long-Lived Assets by Geographic Areas
The following table presents long-lived assets attributable to Wayfair's reportable segments reconciled to the consolidated amounts:
 June 30,
2025		December 31,
2024
(in millions)
Geographic long-lived assets:
U.S.$683 $789 
International280 279 
Total reportable segment long-lived assets963 1,068 
Plus: reconciling corporate long-lived assets445 460 
Total long-lived assets$1,408 $1,528 
Schedule of Reconciliation of Assets from Segment to Consolidated
The following table presents total assets attributable to Wayfair's reportable segments reconciled to consolidated amounts:
 June 30,
2025		December 31,
2024
(in millions)
Assets by segment:
U.S.$1,072 $1,245 
International324 328 
Total reportable segment assets1,396 1,573 
Plus: reconciling corporate assets1,882 1,886 
Total assets$3,278 $3,459 
v3.25.2
Supplemental Financial Statement Disclosures (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Other Current Liabilities [Line Items]          
Accounts receivable, net $ 110   $ 110   $ 155
Accounts receivable allowance 21   21   18
Allowance for credit losses $ 0   $ 0    
Collection in advance of recognition (in percent) 98.90%   98.80%    
Contract liabilities $ 229   $ 229   $ 224
Revenue recognized that was included in deferred revenue     158 $ 134  
Impairment and other related net charges 0 $ 1 23 $ 1  
Expected cost 79   79    
United States Office Locations          
Other Current Liabilities [Line Items]          
Impairment of right-of-use assets     3    
Germany Restructuring          
Other Current Liabilities [Line Items]          
Impairment and other related net charges     20    
Impairment of right-of-use assets     9    
Tangible asset impairment charges     19    
Restructuring, termination     (8)    
Incurred cost 6   46    
Workforce Reduction          
Other Current Liabilities [Line Items]          
Incurred cost 3   19    
Employee Severance | Germany Restructuring          
Other Current Liabilities [Line Items]          
Restructuring reserve 24   24    
Employee Severance | Workforce Reduction          
Other Current Liabilities [Line Items]          
Restructuring reserve $ 3   $ 3    
v3.25.2
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Narrative (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Fair Value Disclosures [Abstract]        
Debt securities, available-for-sale, realized gain   $ 0 $ 0  
Debt securities, available-for-sale, realized loss $ 0     $ 0
Interest income $ 13,000,000 $ 14,000,000 $ 23,000,000 $ 26,000,000
v3.25.2
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Schedule of Marketable Securities (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Fair Value Disclosures [Abstract]    
Amortized Cost $ 52 $ 56
Gross Unrealized Gains 0 0
Gross Unrealized Losses 0 0
Estimated Fair Value $ 52 $ 56
v3.25.2
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Fair value measurements    
Cash and cash equivalents $ 1,326 $ 1,316
Total 1,378 1,376
Investment securities    
Fair value measurements    
Short-term investments 52 56
Cash    
Fair value measurements    
Cash and cash equivalents 445 461
Cash equivalents    
Fair value measurements    
Cash and cash equivalents 881 855
Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets   4
Level 1    
Fair value measurements    
Cash and cash equivalents 1,326 1,316
Total 1,326 1,320
Level 1 | Investment securities    
Fair value measurements    
Short-term investments 0 0
Level 1 | Cash    
Fair value measurements    
Cash and cash equivalents 445 461
Level 1 | Cash equivalents    
Fair value measurements    
Cash and cash equivalents 881 855
Level 1 | Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets   4
Level 2    
Fair value measurements    
Cash and cash equivalents 0 0
Total 52 56
Level 2 | Investment securities    
Fair value measurements    
Short-term investments 52 56
Level 2 | Cash    
Fair value measurements    
Cash and cash equivalents 0 0
Level 2 | Cash equivalents    
Fair value measurements    
Cash and cash equivalents 0 0
Level 2 | Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets   0
Level 3    
Fair value measurements    
Cash and cash equivalents 0 0
Total 0 0
Level 3 | Investment securities    
Fair value measurements    
Short-term investments 0 0
Level 3 | Cash    
Fair value measurements    
Cash and cash equivalents 0 0
Level 3 | Cash equivalents    
Fair value measurements    
Cash and cash equivalents $ 0 0
Level 3 | Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets   $ 0
v3.25.2
Debt and Other Financing - Schedule of Outstanding Principal and Carrying Value (Details) - USD ($)
Jun. 30, 2025
Mar. 14, 2025
Dec. 31, 2024
Debt Instrument      
Net Carrying Amount $ 3,041,000,000   $ 3,118,000,000
Long-term debt 2,884,000,000   2,882,000,000
2025 Notes      
Debt Instrument      
Short-term debt 157,000,000   236,000,000
Convertible Debt | 2025 Notes      
Debt Instrument      
Principal Amount 157,000,000   237,000,000
Unamortized Debt Discount 0   (1,000,000)
Net Carrying Amount 157,000,000   236,000,000
Convertible Debt | 2026 Notes      
Debt Instrument      
Principal Amount 39,000,000   734,000,000
Unamortized Debt Discount 0   (3,000,000)
Net Carrying Amount 39,000,000 $ 576,000,000 731,000,000
Convertible Debt | 2027 Notes      
Debt Instrument      
Principal Amount 690,000,000   690,000,000
Unamortized Debt Discount (6,000,000)   (7,000,000)
Net Carrying Amount 684,000,000   683,000,000
Convertible Debt | 2028 Notes      
Debt Instrument      
Principal Amount 690,000,000   690,000,000
Unamortized Debt Discount (8,000,000)   (9,000,000)
Net Carrying Amount 682,000,000   681,000,000
Senior Notes | 2029 Secured Notes      
Debt Instrument      
Principal Amount 800,000,000   800,000,000
Unamortized Debt Discount (12,000,000)   (13,000,000)
Net Carrying Amount 788,000,000   787,000,000
Senior Notes | 2030 Secured Notes      
Debt Instrument      
Principal Amount 700,000,000   0
Unamortized Debt Discount (9,000,000)   0
Net Carrying Amount 691,000,000   0
Revolving Credit Facility      
Debt Instrument      
Net Carrying Amount $ 0   $ 0
v3.25.2
Debt and Other Financing - Narrative (Details)
 3 Months Ended 6 Months Ended
May 09, 2025
USD ($)
Mar. 14, 2025
USD ($)
Jun. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
day
Jun. 30, 2024
USD ($)
Mar. 13, 2025
USD ($)
Dec. 31, 2024
USD ($)
Debt Instrument                
Gain on debt extinguishment     $ 6,000,000 $ 0 $ 31,000,000 $ 0    
Payments to extinguish debt         742,000,000 0    
Long-term debt     3,041,000,000   $ 3,041,000,000     $ 3,118,000,000
Convertible Debt                
Debt Instrument                
Trading days (whether or not consecutively) | day         20      
Trading days (consecutive) | day         30      
Percentage of conversion stock price (in percent)         130.00%      
During number of business day period (in days)         5 days      
Consecutive trading day period (after any)         10 days      
Principal amount of Notes         $ 1,000      
Measurement period percentage (less than) (in percent)         98.00%      
Redemption price, percentage of principal amount to be redeemed (in percent)         100.00%      
Interest expense     41,000,000 16,000,000 $ 73,000,000 31,000,000    
Amortization of debt discount     $ 2,000,000 $ 2,000,000 5,000,000 $ 5,000,000    
Convertible Debt | 2028 Notes                
Debt Instrument                
Converted value exceeded the principal value         $ 80,000,000      
2030 Secured Notes | Senior Notes                
Debt Instrument                
Interest rate, stated percentage (in percent)     7.75%   7.75%      
Long-term debt     $ 691,000,000   $ 691,000,000     0
Debt, fair value     $ 707,000,000   $ 707,000,000      
2029 Secured Notes | Senior Notes                
Debt Instrument                
Interest rate, stated percentage (in percent)     7.25%   7.25%      
Long-term debt     $ 788,000,000   $ 788,000,000     787,000,000
Debt, fair value     $ 802,000,000   $ 802,000,000      
2025 Notes | Convertible Debt                
Debt Instrument                
Interest rate, stated percentage (in percent)     0.625%   0.625%      
Repurchase of aggregate principal amount $ 80,000,000              
Long-term debt     $ 157,000,000   $ 157,000,000     236,000,000
Debt, fair value     $ 155,000,000   155,000,000      
Converted value exceeded the principal value         $ 0      
2026 Notes | Convertible Debt                
Debt Instrument                
Interest rate, stated percentage (in percent)     1.00%   1.00%      
Repurchase of aggregate principal amount 118,000,000 $ 578,000,000     $ 696,000,000      
Gain on debt extinguishment   25,000,000            
Payments to extinguish debt   551,000,000            
Long-term debt   $ 576,000,000 $ 39,000,000   39,000,000     731,000,000
Debt, fair value     $ 37,000,000   37,000,000      
Converted value exceeded the principal value         $ 0      
2027 Notes | Convertible Debt                
Debt Instrument                
Interest rate, stated percentage (in percent)     3.25%   3.25%      
Long-term debt     $ 684,000,000   $ 684,000,000     683,000,000
Debt, fair value     $ 788,000,000   788,000,000      
Converted value exceeded the principal value         $ 0      
2028 Notes | Convertible Debt                
Debt Instrument                
Interest rate, stated percentage (in percent)     3.50%   3.50%      
Long-term debt     $ 682,000,000   $ 682,000,000     681,000,000
Debt, fair value     931,000,000   931,000,000      
Senior Note Due 2026 and 2025 | Convertible Debt                
Debt Instrument                
Payments to extinguish debt 191,000,000              
Long-term debt $ 197,000,000              
Revolving Credit Facility                
Debt Instrument                
Long-term debt     0   $ 0     $ 0
Revolving Credit Facility | Senior Secured Revolving Credit Facility                
Debt Instrument                
Debt instrument, term         5 years      
Maximum borrowing capacity             $ 500,000,000  
Line of credit     0   $ 0      
Letters of credit outstanding, amount     $ 74,000,000   $ 74,000,000      
v3.25.2
Debt and Other Financing - Convertible Non-Accreting Notes (Details)
Jun. 30, 2025
Convertible Debt | 2025 Notes  
Debt Instrument  
Annual Coupon Rate 0.625%
Annual Effective Interest Rate 0.90%
Convertible Debt | 2026 Notes  
Debt Instrument  
Annual Coupon Rate 1.00%
Annual Effective Interest Rate 1.20%
Convertible Debt | 2027 Notes  
Debt Instrument  
Annual Coupon Rate 3.25%
Annual Effective Interest Rate 3.60%
Convertible Debt | 2028 Notes  
Debt Instrument  
Annual Coupon Rate 3.50%
Annual Effective Interest Rate 3.80%
Senior Notes | 2029 Secured Notes  
Debt Instrument  
Annual Coupon Rate 7.25%
Annual Effective Interest Rate 7.50%
Senior Notes | 2030 Secured Notes  
Debt Instrument  
Annual Coupon Rate 7.75%
Annual Effective Interest Rate 7.90%
v3.25.2
Debt and Other Financing - Conversion and Redemption Terms of the Notes (Details) - Convertible Debt
 6 Months Ended
Jun. 30, 2025
$ / shares
2025 Notes  
Debt Instrument  
Initial Conversion Rate per $1,000 Principal 0.0023972
Initial conversion price (in dollars per share) $ 417.15
2026 Notes  
Debt Instrument  
Initial Conversion Rate per $1,000 Principal 0.0067349
Initial conversion price (in dollars per share) $ 148.48
2027 Notes  
Debt Instrument  
Initial Conversion Rate per $1,000 Principal 0.0157597
Initial conversion price (in dollars per share) $ 63.45
2028 Notes  
Debt Instrument  
Initial Conversion Rate per $1,000 Principal 0.0218341
Initial conversion price (in dollars per share) $ 45.8
v3.25.2
Debt and Other Financing - Schedule of Initial Terms for Capped Calls (Details) - Convertible Debt - Class A common stock
 6 Months Ended
Jun. 30, 2025
$ / shares
2025 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 787.08
Cap price premium (in percent) 150.00%
2026 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 280.15
Cap price premium (in percent) 150.00%
2027 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 97.62
Cap price premium (in percent) 100.00%
2028 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 73.28
Cap price premium (in percent) 100.00%
v3.25.2
Commitments and Contingencies (Details) - CBSA Review - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2025
Loss Contingencies [Line Items]      
Loss accrual $ 11   $ 11
Gain on litigation 7 $ 38  
Cost of goods sold      
Loss Contingencies [Line Items]      
Loss in period 9   14
Payments $ 3   $ 8
v3.25.2
Stockholders' Deficit (Details) - shares
 3 Months Ended 6 Months Ended 129 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Class A common stock | 2020 Repurchase Program and 2021 Repurchase Program          
Stockholders' Equity          
Number of shares authorized to be repurchased (in shares) 0 0 0 0  
Class B common stock          
Stockholders' Equity          
Number of shares converted into Class A shares (in shares)         57,380,119
v3.25.2
Equity-Based Compensation - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Equity based compensation        
Equity-based compensation costs capitalized $ 9 $ 8 $ 15 $ 19
Restricted stock units        
Equity based compensation        
Unrecognized equity-based compensation 42   $ 42  
Weighted average remaining vesting term (in years)     1 month 6 days  
Aggregate intrinsic value of stock unvested $ 132   $ 132  
2023 Plan        
Equity based compensation        
Number of shares available for future grant (in shares) 7,176,749   7,176,749  
v3.25.2
Equity-Based Compensation - Schedule of Activity Relating to RSU's (Details) - Restricted stock units - $ / shares
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Shares    
Unvested at the beginning of the period (in shares) 2,455,486  
RSU's granted (in shares) 3,597,641  
RSUs vested (in shares) (3,255,534)  
RSUs forfeited/cancelled (in shares) (216,820)  
Unvested at the end of the period (in shares) 2,580,773  
Weighted-Average Grant Date Fair Value    
Unvested at the beginning of the period (in dollars per share) $ 72.11  
RSUs granted (in dollars per share) 41.65 $ 59.23
RSUs vested (in dollars per share) 50.54  
RSUs forfeited/cancelled (in dollars per share) 76.21  
Unvested at the end of the period (in dollars per share) $ 56.51  
v3.25.2
Equity-Based Compensation - Summary of Weighted Average Grant Date Fair Value of RSUs Vested (Details) - Unvested restricted stock units - USD ($)
$ / shares in Units, $ in Millions
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Equity based compensation    
Weighted average grant date fair value of RSUs (in dollars per share) $ 41.65 $ 59.23
Total fair value of vested RSUs (in millions) $ 165 $ 299
Intrinsic value of RSUs vested (in millions) $ 125 $ 232
v3.25.2
Equity-Based Compensation - Classified Equity-Based Compensation (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Equity based compensation        
Equity-based compensation expense $ 100 $ 95 $ 164 $ 214
Cost of goods sold        
Equity based compensation        
Equity-based compensation expense 2 3 4 5
Customer service and merchant fees        
Equity based compensation        
Equity-based compensation expense 4 5 7 10
Selling, operations, technology, general and administrative        
Equity based compensation        
Equity-based compensation expense $ 94 $ 87 $ 153 $ 199
v3.25.2
Earnings (Loss) per Share - Narrative (Details)
Jun. 30, 2025
class
Earnings Per Share [Abstract]  
Number of classes of common stock 2
v3.25.2
Earnings (Loss) per Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Numerator:        
Numerator for basic and diluted earnings (loss) per share - net income (loss) $ 15 $ (42) $ (98) $ (290)
Denominator:        
Denominator for basic loss per share - weighted-average number of shares of common stock outstanding (in shares) 128 122 127 121
Restricted stock units (in shares) 1 0 0 0
Denominator for diluted loss per share - weighted-average number of shares of common stock outstanding (in shares) 129 122 127 121
Earnings (Loss) per share:        
Basic (in dollars per share) $ 0.11 $ (0.34) $ (0.77) $ (2.39)
Diluted (in dollars per shares) $ 0.11 $ (0.34) $ (0.77) $ (2.39)
v3.25.2
Earnings (Loss) per Share - Antidilutive Securities (Details) - shares
shares in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share        
Common stock outstanding that have been excluded from the computation of diluted loss per share (in shares) 30 39 30 39
Unvested restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share        
Common stock outstanding that have been excluded from the computation of diluted loss per share (in shares) 3 3 3 3
Shares related to convertible debt instruments        
Antidilutive Securities Excluded from Computation of Earnings Per Share        
Common stock outstanding that have been excluded from the computation of diluted loss per share (in shares) 27 36 27 36
v3.25.2
Segment and Geographic Information - Net Revenues and Adjusted EBITDA (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
May 09, 2025
Mar. 14, 2025
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Segment Reporting Information            
Net revenue     $ 3,273 $ 3,117 $ 6,003 $ 5,846
Cost of goods sold     2,276 2,161 4,155 4,055
Advertising     372 365 716 689
Other segment items     420 428 821 864
Adjusted EBITDA     205 163 311 238
Less: reconciling items     (190) (205) (409) (528)
Net income (loss)     15 (42) (98) (290)
Depreciation and amortization     78 99 159 203
Equity-based compensation and related taxes     101 98 169 225
Interest expense, net     29 4 52 10
Other (income) expense, net     (23) 1 (33) 5
Provision for income taxes     2 2 5 5
Impairment and other related net charges     0 1 23 1
Restructuring charges     9 0 65 79
Gain on debt extinguishment     (6) 0 (31) 0
Total reconciling items     190 205 409 528
2025 Notes | Convertible Debt            
Segment Reporting Information            
Repurchase of aggregate principal amount $ 80          
2026 Notes | Convertible Debt            
Segment Reporting Information            
Gain on debt extinguishment   $ (25)        
Repurchase of aggregate principal amount $ 118 $ 578     696  
Germany Restructuring            
Segment Reporting Information            
Impairment and other related net charges         20  
Impairment of right-of-use assets         9  
Incurred cost     6   46  
Workforce Reduction            
Segment Reporting Information            
Incurred cost     3   19  
United States Office Locations            
Segment Reporting Information            
Impairment of right-of-use assets         3  
U.S.            
Segment Reporting Information            
Net revenue     2,874 2,730 5,303 5,121
Cost of goods sold     1,971 1,867 3,657 3,501
Advertising     326 320 632 606
Other segment items     353 344 695 694
Adjusted EBITDA     224 199 319 320
International            
Segment Reporting Information            
Net revenue     399 387 700 725
Cost of goods sold     305 294 498 554
Advertising     46 45 84 83
Other segment items     67 84 126 170
Adjusted EBITDA     $ (19) $ (36) $ (8) $ (82)
v3.25.2
Segment and Geographic Information - Long-lived Assets by Segment (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Geographic long-lived assets:    
Long-Lived Assets $ 1,408 $ 1,528
Assets 3,278 3,459
Plus: reconciling corporate long-lived assets    
Geographic long-lived assets:    
Long-Lived Assets 445 460
Assets 1,882 1,886
Operating Segments | U.S.    
Geographic long-lived assets:    
Long-Lived Assets 683 789
Assets 1,072 1,245
Operating Segments | International    
Geographic long-lived assets:    
Long-Lived Assets 280 279
Assets 324 328
Segment Reconciling Items    
Geographic long-lived assets:    
Long-Lived Assets 963 1,068
Assets $ 1,396 $ 1,573