Wix Announces Commencement of Modified Dutch Auction Tender Offer to Purchase Up to $1,750,000,000 in Aggregate Purchase Price of its Ordinary Shares

Rhea-AI Summary

Wix (Nasdaq: WIX) commenced a modified Dutch auction tender offer to purchase up to $1,750,000,000 of its ordinary shares at a price not greater than $92.00 nor less than $80.00 per share. The offer expires at one minute after 11:59 P.M. New York City time on April 1, 2026, unless extended.

The closing price on March 4, 2026 was $83.78. The offer is not contingent on a minimum level of tenders or financing and is intended to execute the company's authorized repurchase program more rapidly.

Positive

• $1.75B repurchase program announced
• Tender price range set at $80.00–$92.00 per share
• Offer not contingent on a minimum number of tenders
• Aims to accelerate completion of authorized share repurchase program

Negative

• Repurchase represents use of significant cash that could affect liquidity
• Tender offer expires April 1, 2026, creating short timetable for shareholders

Key Figures

Tender offer size: $1,750,000,000 Tender price floor: $80.00 Tender price cap: $92.00 +5 more

8 metrics

Tender offer size $1,750,000,000 Maximum aggregate purchase price for modified Dutch auction

Tender price floor $80.00 Minimum per-share price in tender range

Tender price cap $92.00 Maximum per-share price in tender range

Last close pre-tender $83.78 Closing price on Nasdaq Global Select Market on March 4, 2026

2025 revenue $1.99 billion Full year 2025 revenue from 6-K filing

2025 free cash flow $573.0 million Full year 2025 free cash flow (all-in)

2025 GAAP net income $50.6 million Full year 2025 GAAP net income

Repurchases completed 2025 $575 million Share repurchases completed under capital return program in 2025

Market Reality Check

Price: $92.94 Vol: Volume 6,276,436 is 2.16x...

high vol

$92.94 Last Close

Volume Volume 6,276,436 is 2.16x the 20-day average of 2,900,600, showing elevated interest ahead of the tender. high

Technical Shares at $83.78 are trading below the 200-day MA of $127.47, so the tender arrives after a significant longer-term drawdown.

Peers on Argus

WIX gained 12.67% with very strong volume, while close peers like DBX, KVYO and ...

WIX gained 12.67% with very strong volume, while close peers like DBX, KVYO and DOX rose modestly (0.31–2.84%) and FOUR fell 3.04%, indicating this move is company-specific rather than a broad software rally.

Historical Context

5 past events · Latest: Mar 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 02	AI product launch	Positive	+3.0%	Launch of Wix app in ChatGPT enabling Harmony site creation via ChatGPT.
Feb 25	Conference appearance	Neutral	+0.2%	Announcement of fireside chat participation at Cantor technology conference.
Feb 24	AI integration launch	Positive	+4.3%	Integration of Wix Bookings with Google Search, Maps and Google AI Mode.
Feb 17	Strategic partnership	Positive	-1.7%	Deeper QuickBooks Online integration through expanded Intuit partnership.
Feb 12	Earnings date notice	Neutral	-2.4%	Scheduling of Q4 and full-year 2025 earnings release and conference call.

Pattern Detected

Recent WIX news has drawn stronger positive reactions to product/AI launches, while partnership and event updates have produced mixed or negative share moves.

Recent Company History

Over the last month, WIX has focused on product innovation and ecosystem expansion, including AI-related launches with ChatGPT and Google integrations and a deeper partnership with Intuit. These updates produced mostly modest share reactions, with AI launches seeing gains of up to 4.28% and the Intuit partnership coinciding with a -1.68% move. An earnings-date announcement on Mar 4, 2026 saw a -2.42% reaction. Against this backdrop, the large cash tender offer complements an already active capital return narrative highlighted in recent filings.

Market Pulse Summary

This announcement introduces a sizable modified Dutch auction, targeting up to $1.75 billion of ordi...

Analysis

This announcement introduces a sizable modified Dutch auction, targeting up to $1.75 billion of ordinary shares at prices between $80.00 and $92.00. It follows a period of strong cash generation, with 2025 free cash flow of $573.0 million and ongoing activity under a $2 billion repurchase program. Investors may focus on participation terms, overall capital allocation alongside recent private financing, and how the tender interacts with the company’s longer-term growth and investment plans.

Key Terms

modified dutch auction, tender offer, par value, withholding taxes, +3 more

7 terms

modified dutch auction financial

"it commenced a “modified Dutch Auction” tender offer to purchase up to"

A modified Dutch auction is a way for a company to buy back shares or sell securities by asking shareholders or bidders to state how many shares they’re willing to trade and at what minimum price, then setting a single clearing price that satisfies the target quantity. Think of it like collecting offers at different prices and picking one fair price so the company buys or sells the needed amount; investors care because it can produce a transparent, market-driven price and a predictable size for the transaction, reducing the chance of favoritism or sudden price swings.

tender offer financial

"commenced a “modified Dutch Auction” tender offer to purchase up to"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

par value financial

"ordinary shares, par value NIS 0.01 per share (each, a “Share,”"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

withholding taxes financial

"to the tendering holder in cash, less any applicable withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

information agent financial

"The information agent for the tender offer is D.F. King & Co., Inc."

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

dealer manager financial

"The dealer manager for the tender offer is J.P. Morgan Securities LLC."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

depositary financial

"The depositary for the tender offer is Equiniti Trust Company, LLC."

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. Not financial advice.

NEW YORK —Wix.com Ltd. (Nasdaq: WIX) (“Wix” or the “Company”) today announced that it commenced a “modified Dutch Auction” tender offer to purchase up to $1,750,000,000 in aggregate purchase price of its issued and outstanding ordinary shares, par value NIS 0.01 per share (each, a “Share,” and collectively, “Shares”), or such lesser aggregate purchase price of Shares as are properly tendered and not properly withdrawn, at a price not greater than $92.00 nor less than $80.00 per Share to the tendering holder in cash, less any applicable withholding taxes and without interest. The tender offer is made in accordance with the terms and subject to the conditions described in the offer to purchase, the related letter of transmittal and other related materials, as each may be amended or supplemented from time to time. 

The closing price of the Shares on the Nasdaq Global Select Market on March 4, 2026, the last full trading day before the commencement of the tender offer, was $83.78 per Share. The tender offer is scheduled to expire at one (1) minute after 11:59 P.M., New York City time, on April 1, 2026, unless the offer is extended or terminated. 

The Company believes that the repurchase of Shares pursuant to the tender offer is consistent with its long-term goal of allocating capital to maximize value for its shareholders and other stakeholders. Further, the offer also provides a mechanism for completing the Company’s authorized share repurchase program more rapidly than would be possible through open market repurchases. The Company believes that the modified Dutch auction tender offer provides its shareholders with the opportunity to tender all or a portion of their Shares, and thereby receive a return of some or all of their investment in the Company, if they so elect. The Company believes that the tender offer also provides its shareholders with an efficient way to sell their Shares without incurring brokerage fees or commissions associated with open market sales.

The tender offer is not contingent upon any minimum number of Shares being tendered or any financing condition. However, the tender offer is subject to a number of other terms and conditions, which are described in detail in the offer to purchase. Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to shareholders of record promptly after commencement of the tender offer.

None of the Company, the members of its Board of Directors, the dealer manager, the information agent or the depositary makes any recommendation as to whether any shareholder should participate or refrain from participating in the tender offer or as to the purchase price or purchase prices at which shareholders may choose to tender their Shares in the tender offer.

The information agent for the tender offer is D.F. King & Co., Inc. The depositary for the tender offer is Equiniti Trust Company, LLC. The dealer manager for the tender offer is J.P. Morgan Securities LLC. For all questions relating to the tender offer, please call the information agent, D.F. King & Co., Inc., toll-free at 1-888-280-6942; banks and brokers may call the dealer manager, J.P. Morgan Securities LLC, toll-free at 1 (877) 371-5947.

About Wix.com Ltd.

Wix’s vision is to simplify complex technologies and deliver the best tools for every type of user and business to create online. Powered by advanced AI and enterprise-grade infrastructure, Wix is trusted by millions of users worldwide. Founded in 2006 and strengthened by the acquisition in 2025 of Base44, the no-code application platform, Wix is continuing to build for the future of the internet.

For more about Wix, please visit our Press Room
Media Relations Contact: PR@wix.com
Investor Relations Contact: IR@wix.com  

Additional Information Regarding the Tender Offer

This press release is for informational purposes only. This press release is not a recommendation to buy or sell Shares or any other securities of Wix, and it is neither an offer to purchase nor a solicitation of an offer to sell Shares or any other securities of Wix.

Wix will be filing today a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other related materials, with the United States Securities and Exchange Commission (the “SEC”). The tender offer will only be made pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or supplemented from time to time. Shareholders should read carefully the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms of, and conditions to, the tender offer.

Shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, the related letter of transmittal and other related materials that Wix will be filing with the SEC at the SEC’s website at www.sec.gov. In addition, free copies of these documents may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer, toll-free at 1-888-280-6942.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding our acquisition of Shares in the tender offer, the expected timing of completing the tender offer, our beliefs and expectations, the benefits sought to be achieved by the tender offer and the potential effects of the completed tender offer, and may be identified by words like “anticipate,” “assume,” “believe,” “aim,” “forecast,” “indication,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “subject,” “project,” “outlook,” “future,” “will,” “seek” and similar terms or phrases. The forward-looking statements contained in this press release are based on management’s current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include, among others, risks associated with uncertainties as to the timing of the tender offer and how many of our shareholders will tender their Shares, and the possibility that various conditions to the tender offer may not be satisfied or waived.  Other important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include those factors discussed under the heading “Risk Factors” in our annual report on Form 20-F filed with the SEC. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

FAQ

What is the size and price range of Wix's March 5, 2026 tender offer (WIX)?

The tender offer covers up to $1,750,000,000 of shares at $80.00–$92.00 per share. According to the company, shareholders may tender all or part of their holdings within that price range by the offer's expiration.

When does Wix's modified Dutch auction tender offer for WIX shares expire?

The tender offer is scheduled to expire at one minute after 11:59 P.M. New York City time on April 1, 2026. According to the company, the offer may be extended or terminated under the stated terms and conditions.

Is Wix's March 5, 2026 tender offer contingent on financing or a minimum number of tenders?

No, the tender offer is not contingent on any minimum number of shares or financing condition. According to the company, the offer is subject only to the other customary terms and conditions described in the offer materials.

How does Wix say the tender offer will affect shareholders and share repurchases?

Wix says the tender offer provides shareholders an efficient way to sell without brokerage fees and helps complete the repurchase program faster. According to the company, it aims to return capital and maximize long-term shareholder value.

What was Wix's share closing price before the March 5, 2026 tender offer announcement?

The closing price on the last full trading day before the offer was $83.78 per share. According to the company, that was the Nasdaq closing price on March 4, 2026, used for reference.