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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 CURRENT REPORT 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): January 10, 2025
 
 
WAYFAIR INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3666636-4791999
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
4 Copley Place                                     Boston MA 02116
(Address of principal executive offices)(Zip Code)
 
(617) 532-6100
(Registrant’s telephone number, including area code)
 N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share WThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.05. Costs Associated with Exit or Disposal Activities.
On January 10, 2025, Wayfair Inc. (“Wayfair” or the “Company”) announced its decision to exit the German market, effective immediately (the “Germany Restructuring”). Subject to compliance with local consultation obligations where applicable, the Germany Restructuring is expected to result in a workforce restructuring impacting approximately 730 employees, although we expect approximately half of these positions to relocate to other corporate offices.
As a result of the Germany Restructuring, we estimate that we will incur aggregate charges of approximately $102 million to $111 million, consisting of (i) approximately $40 million to $44 million in cash employee-related costs, including severance, benefits, relocation and transition costs (excluding non-cash charges associated with equity-based compensation) and (ii) approximately $62 million to $67 million of other primarily non-cash charges, including charges related to facility closures and other wind-down activities. The majority of our cash payments are expected to be made over the next 12 months. While the Company continues to evaluate the timing of non-cash charges, we currently anticipate that such charges will be incurred across the fourth quarter of 2024 and the first quarter of 2025. Cost savings from the Germany Restructuring are expected to be largely reinvested across the Company’s core initiatives and remaining international markets over the balance of 2025.
These estimates, and the timing thereof, are subject to a number of assumptions and actual results may differ materially. The Company may also incur charges and expenditures not currently contemplated due to unanticipated events that may occur in connection with the Germany Restructuring.
Item 7.01. Regulation FD Disclosure.
On January 10, 2025, the Company’s Chief Executive Officer, Co-Chairman and Co-Founder sent an email to employees about the Germany Restructuring and the Company’s continued commitment to its core initiatives and remaining international markets in Canada, the United Kingdom and Ireland. A copy of the email is furnished as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal and state securities laws. All statements other than statements of historical fact contained herein including, but not limited to, statements regarding expected savings resulting from the Germany Restructuring, the timing of the expected savings, the number of positions affected, and the amount and timing of restructuring costs and charges – are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “returning,” “believes,” “estimates,” “predicts” or “potential” or the negative of these terms or other similar expressions.
Forward-looking statements are based on current expectations of future events. The Company cannot guarantee that any forward-looking statement will be accurate, although it believes it has been reasonable in its 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. These forward-looking statements speak only as of the date hereof and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.


2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 WAYFAIR INC.
  
  
Date: January 10, 2025
/s/ ANDREW OLIVER
 Andrew Oliver
  Deputy General Counsel and Assistant Secretary
3
Exhibit 99.1
Hi Everyone,
As we begin the new year, I want to share an update regarding our business. After careful consideration, we made the difficult decision to exit the German market, effective today. I regret that this decision impacts our employees in Germany. This is not a decision made lightly, and we recognize the profound impact it has on our team members and their families.
Germany has been an important part of our journey for the past 15 years, serving as one of our original entry markets into Europe, alongside the UK. During this time, we built a solid base of customers, developed supplier partnerships to provide the selection and value in the home category that defines our brand, and built a strong European infrastructure. Over the years our success in the UK outpaced our success in Germany, as we were able to develop a household brand in the UK, and grow our market share there, all while developing strong unit economics. Our Germany efforts lagged behind, but we set out to close that gap over the last year.
Since Covid, and in particular over the past year, we have made meaningful progress in Germany, thanks to the work of many of you directly involved in the market. However, despite these efforts, scaling our market share and improving our unit economics in the German market has proven challenging due to factors such as the weak macroeconomic conditions for our category in Germany, the lower maturity of our offering, our current brand awareness, and our limited scale. In our recent assessment, we concluded that achieving market-leading growth in Germany still remained a long and costly endeavor, and one that is increasingly lagging the potential return we see in other areas. To ensure we align our resources with initiatives that can deliver the greatest impact, we made the difficult but necessary decision to reallocate efforts to areas with strong long-term potential where our current efforts are showing great progress.
We are offering a comprehensive support package which includes severance, and access to our employee assistance program. Impacted employees will receive individualized information with more details.
While this is difficult news to share, we have much to look forward to in 2025. We will continue to focus on operations and investments in our international markets—Canada, the UK, and Ireland, where we have meaningful market share and which we believe hold significant potential to replicate the success we’ve achieved in the U.S. Globally, our core initiatives include expanding our physical retail footprint, optimizing our marketing reach, growing our loyalty program, Wayfair Rewards, and developing our Wayfair Verified program. Additionally, we will continue to invest in technology improvements to create seamless, innovative experiences and deliver on our brand promise of making it easy to create a home that is just right for you.
To our colleagues leaving: Thank you for your dedication and contributions to our company. We have learned so much from you and are grateful for the positive impact you’ve made. And to all of you who have worked very hard over numerous years on the


Wayfair Germany business, I am sorry that despite all of our efforts we were not able to successfully develop Wayfair.de into the German market winner.
Thank you all for your understanding, support, and your faith and belief in the long-term potential of Wayfair.
Niraj


v3.24.4
Cover Cover
Jan. 10, 2025
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name WAYFAIR INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36666
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value per share
Trading Symbol W
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001616707
Amendment Flag false
Document Period End Date Jan. 10, 2025
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