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“The third quarter was a great success - share gain further accelerated, with revenue growing 9% year-over-year excluding Germany. We saw orders delivered grow by over 5% year-over-year in the quarter, including new orders now growing mid-single digits for two quarters in a row. This came in tandem with more than 70% year-over-year growth in Adjusted EBITDA. Our 6.7% Adjusted EBITDA margin marks the highest level achieved in Wayfair’s history outside of the pandemic period. As we’ve promised, substantial profitability flow through is powered by a strong contribution margin and fixed cost discipline as our business has returned to growth,” said Niraj Shah, CEO, co-founder and co-chairman, Wayfair.

Key Financial Statement and Operating Metrics


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

	(in millions, except LTM net revenue per active customer, average order value and per share data)
Key Financial Statement Metrics:
Net revenue	$	3,117	$	2,884	$	9,120	$	8,730
Gross profit	$	934	$	873	$	2,755	$	2,633
Income (Loss) from operations	$	38	$	(74)	$	(67)	$	(344)
Net loss	$	(99)	$	(74)	$	(197)	$	(364)
Loss per share
Basic	$	(0.76)	$	(0.60)	$	(1.54)	$	(2.98)
Diluted	$	(0.76)	$	(0.60)	$	(1.54)	$	(2.98)
Net cash provided by operating activities	$	155	$	49	$	332	$	155
Key Operating Metrics:
Active customers (1)	21		22		21		22
LTM net revenue per active customer (2)	$	578	$	545	$	578	$	545
Orders delivered (3)	10		9		29		29
Average order value (4)	$	317	$	310	$	315	$	303
Non-GAAP Financial Measures:
Adjusted EBITDA	$	208	$	119	$	519	$	357
Free Cash Flow	$	93	$	(9)	$	184	$	(19)
Adjusted Diluted Earnings per Share	$	0.70	$	0.22	$	1.73	$	0.38

(1) The number of active customers represents the total number of individual customers who have purchased at least once directly from our sites during the preceding twelve-month period. The change in active customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the last twelve months. We view the number of active customers as a key indicator of our growth.

(3) Orders delivered represent the total orders delivered in any period, inclusive of orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and as such we estimate delivery dates based on historical data. We recognize net revenue when an order is delivered, and therefore orders delivered, together with average order value, is an indicator of the net revenue we expect to recognize in a given period. We view orders delivered as a key indicator of our growth.

Wayfair will host a conference call and webcast to discuss its third quarter 2025 financial results today at 8 a.m. (ET). Investors and participants should register for the call in advance by visiting https://registrations.events/direct/Q4I5693281. After registering, instructions will be shared on how to join the call. The call will also be available via live webcast at https://events.q4inc.com/attendee/865829734. An archive of the webcast conference call will be available shortly after the call ends on Wayfair’s Investor website at investor.wayfair.com. Important information may be disseminated initially or exclusively via the Investor website; investors should consult the site to access this information.

This press release contains forward-looking statements within the meaning of federal and state securities laws. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding our investment plans and anticipated returns on those investments; our plans for customer accretion and growth; our future results of operations and financial position, including the exit from the German market; available liquidity and access to financing sources; our business strategy, plans and objectives of management for future operations, including our international growth and omni-channel strategy; consumer activity and behaviors; developments in our technology and systems, including our investment in generative AI, and anticipated results of those developments; and the impact of macroeconomic events, including interest rates, inflation and changes in tariffs and global trade conditions, and our response to such events. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or the negative of these terms or other similar expressions.

Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. We believe that these risks and uncertainties include, but are not limited to, adverse macroeconomic conditions, including economic instability, changes in laws and regulations, and other governmental actions or policies, including those related to taxes and new or increased tariffs and the uncertainty surrounding potential changes in such laws and regulations or other potential governmental actions or policies, export controls, sustained higher interest rates and inflation, slower growth or the potential for recession, disruptions in the global supply chain and other conditions affecting the retail environment for products we sell, and other matters that influence consumer spending and preferences, as well as our ability to plan for and respond to the impact of these conditions; our ability to increase our net revenue per active customer; our ability to build and maintain strong brands; and our ability to expand our business and compete successfully, including risks relating to achieving the anticipated benefits of investments in our technology and systems, including generative AI. A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results include the cautionary statements herein and in our most recent Annual Report on Form 10-K and in our other filings and reports with the Securities and Exchange Commission. We qualify all of our forward-looking statements by these cautionary statements.


	September 30,		December 31,
	2025		2024

	(in millions, except share and per share data)
Assets:
Current assets
Cash and cash equivalents	$	1,171	$	1,316
Short-term investments	54		56
Accounts receivable, net	129		155
Inventories	70		76
Prepaid expenses and other current assets	254		274
Total current assets	1,678		1,877
Operating lease right-of-use assets	854		925
Property and equipment, net	523		603
Other non-current assets	61		54
Total assets	$	3,116	$	3,459
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	1,199	$	1,246
Other current liabilities	1,055		1,124
Total current liabilities	2,254		2,370
Long-term debt	2,748		2,882
Operating lease liabilities, net of current	857		929
Other non-current liabilities	25		33
Total liabilities	5,884		6,214
Stockholders' deficit:
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at September 30, 2025 and December 31, 2024	—		—
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 106,255,970 and 100,762,581 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	—		—
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 23,458,295 and 24,658,295 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.	—		—
Additional paid-in capital	1,971		1,751
Accumulated deficit	(4,707)		(4,510)
Accumulated other comprehensive (loss) income	(32)		4
Total stockholders' deficit	(2,768)		(2,755)
Total liabilities and stockholders' deficit	$	3,116	$	3,459


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

	(in millions, except per share data)
Net revenue (1)	$	3,117	$	2,884	$	9,120	$	8,730
Cost of goods sold (2)	2,183		2,011		6,365		6,097
Gross profit	934		873		2,755		2,633
Operating expenses:
Customer service and merchant fees (2)	118		112		346		350
Advertising	330		354		1,046		1,043
Selling, operations, technology, general and administrative (2)	445		480		1,339		1,503
Impairment and other related net charges	—		1		23		2
Restructuring charges	3		—		68		79
Total operating expenses	896		947		2,822		2,977
Income (Loss) from operations	38		(74)		(67)		(344)
Interest expense, net	(31)		(5)		(83)		(15)
Other (expense) income, net	(5)		8		28		3
Loss on debt extinguishment, net	(99)		—		(68)		—
Loss before income taxes	(97)		(71)		(190)		(356)
Provision for income taxes, net	2		3		7		8
Net loss	$	(99)	$	(74)	$	(197)	$	(364)
Loss per share
Basic	$	(0.76)	$	(0.60)	$	(1.54)	$	(2.98)
Diluted	$	(0.76)	$	(0.60)	$	(1.54)	$	(2.98)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:
Basic	130		123		128		122
Diluted	130		123		128		122


	Nine Months Ended September 30,
	2025		2024

	(in millions)
Cash flows from operating activities
Net loss	$	(197)	$	(364)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	234		297
Equity-based compensation expense	252		309
Amortization of debt discount and issuance costs	7		7
Impairment and other related net charges	23		2
Loss on debt extinguishment, net	68		—
Other non-cash adjustments	21		(5)
Changes in operating assets and liabilities:
Accounts receivable, net	33		(34)
Inventories	7		(7)
Prepaid expenses and other assets	18		3
Accounts payable and other liabilities	(134)		(53)
Net cash provided by operating activities	332		155

Cash flows from investing activities
Purchase of short- and long-term investments	(76)		(37)
Sale and maturities of short- and long-term investments	74		33
Purchase of property and equipment	(45)		(53)
Site and software development costs	(103)		(121)

Net cash used in investing activities	(150)		(178)

Cash flows from financing activities

Proceeds from issuance of debt, net of issuance costs	691		—


Payments to extinguish debt	(940)		—
Payments of taxes related to net share settlement of equity awards	(54)		—
Other financing activities, net	—		3
Net cash (used in) provided by financing activities	(303)		3
Effect of exchange rate changes on cash and cash equivalents	(28)		(6)
Net decrease in cash, cash equivalents and restricted cash	(149)		(26)

Cash, cash equivalents and restricted cash
Beginning of period	$	1,320	$	1,326
End of period	$	1,171	$	1,300

To supplement our unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Diluted Earnings or Loss per Share and Net Revenue Constant Currency Growth. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We have provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure in this earnings release.

We calculate Adjusted EBITDA 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 for income taxes, net, non-recurring items and other items not indicative of our ongoing operating performance. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Net Revenue. We disclose Adjusted EBITDA because it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, management uses Adjusted EBITDA as a measure of profitability, and our references in this earnings release and the related earnings conference call to profitability (other than references to GAAP gross profit) are references to Adjusted EBITDA. We believe the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis as these costs may vary independent of business performance. For instance, we exclude the impact of equity-based compensation and related taxes as we do not consider this item to be indicative of our core operating performance. Investors should, however, understand that equity-based compensation and related taxes will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

We calculate Free Cash Flow as net cash provided by or used in operating activities less net cash used to purchase property and equipment and site and software development costs (collectively, “Capital Expenditures”). We disclose Free Cash Flow because it is an important indicator of our business performance as it measures the amount of cash we generate. Accordingly, we believe that Free Cash Flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

We calculate Adjusted Diluted Earnings or Loss per Share as net income or loss plus equity-based compensation and related taxes, provision for income taxes, net, non-recurring items, other items not indicative of our ongoing operating performance, and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method divided by the weighted-average number of shares of common stock used in the computation of diluted earnings or loss per share. Accordingly, we believe that these adjustments to our adjusted diluted net income or loss before calculating per share amounts for all periods presented provide a more meaningful comparison between our operating results from period to period.

We calculate Net Revenue Constant Currency Growth by translating the current period local currency net revenue by the currency exchange rates used to translate the financial statements in the comparable prior-year period. We disclose Net Revenue Constant Currency Growth because it is an important indicator of our operating results. Accordingly, we believe that Net Revenue Constant Currency Growth provides useful information to investors and others in understanding and evaluating trends in our operating results in the same manner as our management.

We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in forward-looking GAAP financial measures. We do not attempt to provide a reconciliation of forward-looking non-GAAP financial measures to forward looking GAAP financial measures because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Further, we believe that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

The non-GAAP financial measures have limitations as analytical tools. We do not, nor do we suggest that investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that the non-GAAP financial measures we use may not be the same non-GAAP financial measures and may not be calculated in the same manner as that of other companies, including other companies in our industry.

The following table reflects the reconciliation of net income or loss to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:


		Three Months Ended September 30,						Nine Months Ended September 30,
		2025			2024			2025			2024

		(in millions)
Reconciliation of Adjusted EBITDA:
Net loss		$	(99)		$	(74)		$	(197)		$	(364)
Depreciation and amortization		75			94			234			297
Equity based compensation and related taxes		92			98			261			323
Interest expense, net		31			5			83			15
Other expense (income), net		5			(8)			(28)			(3)
Provision for income taxes, net		2			3			7			8
Other:
Impairment and other related net charges (1)		—			1			23			2
Restructuring charges (2)		3			—			68			79
Loss on debt extinguishment (3)		99			—			68			—
Adjusted EBITDA		$	208		$	119		$	519		$	357

Net revenue		$	3,117		$	2,884		$	9,120		$	8,730
Net loss margin		(3.2)		%	(2.6)		%	(2.2)		%	(4.2)		%
Adjusted EBITDA Margin		6.7		%	4.1		%	5.7		%	4.1		%

(1)	During the nine months ended September 30, 2025, we 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.
(2)	During the three and nine months ended September 30, 2025, we incurred $3 million and $68 million , respectively, of charges consisting primarily of one-time employee severance, benefits, relocation and transition costs. This is inclusive of $48 million related to the Germany Restructuring and $20 million related to the March 2025 workforce reduction. During the nine months ended September 30, 2024, we incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reduction.
(3)	During the three and nine months ended September 30, 2025, we recorded a $99 million and $68 million, respectively, loss on debt extinguishment upon repurchase of $101 million in aggregate principal amount of the 2028 Notes, $80 million in aggregate principal of the 2025 Notes, and $696 million in aggregate principal amount of the 2026 Notes.

The following table presents a reconciliation of net cash provided by or used in operating activities to Free Cash Flow for each of the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

	(in millions)
Net cash provided by operating activities	$	155	$	49	$	332	$	155
Purchase of property and equipment	(27)		(17)		(45)		(53)
Site and software development costs	(35)		(41)		(103)		(121)
Free Cash Flow	$	93	$	(9)	$	184	$	(19)

A reconciliation of the numerator and denominator for diluted earnings or loss per share, the most directly comparable GAAP financial measure, to the numerator and denominator for Adjusted Diluted Earnings or Loss per Share, in order to calculate Adjusted Diluted Earnings or Loss per Share is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

	(in millions, except per share data)
Numerator:
Numerator for basic and diluted loss per share - net loss	$	(99)	$	(74)	$	(197)	$	(364)



Adjustments to net loss
Interest expense associated with convertible debt instruments	13		—		(197)		—
Equity-based compensation and related taxes	92		98		261		323
Provision for income taxes, net	2		3		7		8
Other:
Impairment and other related net charges	—		1		23		2
Restructuring charges	3		—		68		79
Loss on debt extinguishment, net	99		—		68		—
Numerator for Adjusted Diluted Earnings per Share - Adjusted net income	$	110	$	28	$	33	$	48

Denominator:
Denominator for basic loss per share - weighted-average number of shares of common stock outstanding	130		123		128		122
Effect of dilutive securities:
Restricted stock units	—		—		—		—
Denominator for diluted loss per share - weighted-average number of shares of common stock outstanding	129		123		128		122
Adjustments to effect of dilutive securities:
Restricted stock units	—		—		—		1
Convertible debt instruments	26		—		27		—
Denominator for Adjusted Diluted Earnings per Share - Adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities	156		123		155		123
Diluted Loss per Share	$	(0.76)	$	(0.60)	$	(1.54)	$	(2.98)
Adjusted Diluted Earnings per Share	$	0.70	$	0.22	$	1.73	$	0.38