Wix amends Schedule TO after $1.75B tender offer

Wix.com Ltd. amends its Schedule TO to report preliminary results of the company’s tender offer to repurchase up to $1,750,000,000 aggregate purchase price of its ordinary shares.

Rhea-AI Filing Summary

Wix.com Ltd. amends its Schedule TO to report preliminary results of the company’s tender offer to repurchase up to $1,750,000,000 aggregate purchase price of its ordinary shares. The offer was for shares at a price not greater than $92.00 nor less than $80.00 per share and expired one minute after 11:59 p.m. New York City time on April 1, 2026. The amendment adds a press release, filed as Exhibit (a)(5)(C), reporting the preliminary results and is intended to satisfy Rule 13e-4(c)(1) reporting requirements.

Insights

Corporate Finance Attorney

Neutral procedural amendment reporting preliminary tender offer results.

The amendment supplements the Schedule TO with a press release detailing preliminary results of the tender offer to repurchase up to $1,750,000,000 of shares at a stated price range of $80.00 to $92.00 per share.

Prime dependencies include final tabulation of tenders and any conditions in the Offer to Purchase; subsequent filings will show final acceptance, proration (if any), and actual cash payments.

Key Figures

Tender offer aggregate size: $1,750,000,000 Price range per share: $80.00–$92.00 per share Offer expiration: Expired one minute after 11:59 p.m. on April 1, 2026 +1 more

4 metrics

Tender offer aggregate size $1,750,000,000 aggregate purchase price for repurchase offer

Price range per share $80.00–$92.00 per share Offer to Purchase price limits

Offer expiration Expired one minute after 11:59 p.m. on April 1, 2026 Tender Offer expiration time and date

Amendment filing date April 2, 2026 Date Schedule TO Amendment No. 1 was signed

Key Terms

Tender Offer, Schedule TO, Offer to Purchase, Letter of Transmittal, +1 more

5 terms

Tender Offer financial

"offer by the Company to purchase up to $1,750,000,000 in aggregate purchase price"

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.

Schedule TO regulatory

"Tender Offer Statement on Schedule TO originally filed by Wix.com Ltd."

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Offer to Purchase financial

"the Offer to Purchase, dated March 5, 2026, a copy of which was filed as Exhibit (a)(1)(A)"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal financial

"the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Rule 13e-4(c)(1) regulatory

"intended to satisfy the reporting requirements of Rule 13e-4(c)(1)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WIX (Wix.com Ltd.) file in this Schedule TO amendment?

The amendment adds a press release reporting preliminary tender offer results and supplements the original Schedule TO. It specifically references a press release filed as Exhibit (a)(5)(C) and satisfies Rule 13e-4(c)(1) reporting requirements.

How large was the tender offer in Wix’s Schedule TO filing?

Wix offered to repurchase up to $1,750,000,000 aggregate purchase price of its ordinary shares. The Offer to Purchase and related materials govern the mechanics and conditions of the repurchase.

What price range did Wix set for the tender offer?

The tender offer specified a purchase price not greater than $92.00 and not less than $80.00 per share. Actual accepted prices may depend on final proration and selection of price within that range.

When did Wix’s tender offer expire and when was the amendment filed?

The tender offer expired one (1) minute after 11:59 p.m. New York City time on April 1, 2026. The amendment reporting preliminary results was filed on April 2, 2026 and incorporates a press release from that date.

Where can I find the detailed terms and the Letter of Transmittal for Wix’s tender offer?

The detailed terms are in the Offer to Purchase (filed as Exhibit (a)(1)(A)) and the Letter of Transmittal (filed as Exhibit (a)(1)(B)) to the Schedule TO. This amendment states those documents remain unchanged except as supplemented.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 07:12 AM EDT Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

WIX.COM LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Ordinary Shares, NIS 0.01 par value

(Title of Class of Securities)

M98068105

(CUSIP Number of Class of Securities)

Naama Kaenan, Adv.

General Counsel

Wix.com Ltd.

5 Yunitsman St.

Tel Aviv, 6936025 Israel

+972 (3) 545-4900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Joshua G. Kiernan, Esq. Latham & Watkins LLP 99 Bishopsgate London EC2M 3XF, UK +44 20 7710-5820 Copies to: Benjamin J. Cohen, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 +1 212 906-1200 Tuvia J. Geffen, Adv. Naschitz, Brandes, Amir & Co., Advocates 5 Tuval St. Tel Aviv, 6789717 Israel +972 (3) 623-5000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐          third-party tender offer subject to Rule 14d-1.

☒          issuer tender offer subject to Rule 13e-4.

☐          going-private transaction subject to Rule 13e-3.

☐          amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: £

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐          Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐          Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

SCHEDULE TO

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Wix.com Ltd., an Israeli company (“Wix” or the “Company”), with the Securities and Exchange Commission on March 5, 2026 (as amended and supplemented, the “Schedule TO”) relating to the offer by the Company 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 (the “Shares”), at a price not greater than $92.00 nor less than $80.00 per Share, as defined in the Offer to Purchase (defined below), to the tendering holders in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2026, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Tender Offer”).

This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) under the Securities Exchange Act of 1934, as amended. The purpose of this Amendment is to amend and supplement the Schedule TO.  Only those items amended are reported in this Amendment. Except as explicitly provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged.  This Amendment should be read together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 11.          ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

(c)       On April 2, 2026, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at one (1) minute after 11:59 p.m., New York City time, on April 1, 2026. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.

ITEM 12.          EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

EXHIBIT NUMBER DESCRIPTION

(a)(5)(C) Press Release Announcing Preliminary Results of Modified Dutch Auction Tender Offer, dated April 2, 2026.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	WIX.COM LTD.
Date: April 2, 2026	By:	/s/ Naama Kaenan
		Name:  Naama Kaenan
		Title:  General Counsel