Wix files Amendment reporting $1.75B tender offer close

Wix.com Ltd. amended its Schedule TO to report final results for its previously announced cash tender offer to repurchase up to $1,750,000,000 of ordinary shares at a purchase price between $80.00 and $92.00 per share.

Accepted by SEC EDGAR 04/03/2026 - 07:19 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Wix.com Ltd. amended its Schedule TO to report final results for its previously announced cash tender offer to repurchase up to $1,750,000,000 of ordinary shares at a purchase price between $80.00 and $92.00 per share.

The Amendment states the Tender Offer expired at one minute after 11:59 p.m., New York City time, on April 1, 2026, and that a press release with final results was issued on April 3, 2026.

Insights

Corporate Finance Specialist

Administrative filing confirms closing and final results disclosure for a large cash buyback.

The Amendment supplements the Schedule TO to satisfy Rule 13e-4(c)(4) reporting by stating the offer expired on April 1, 2026 and that final results were released on April 3, 2026. It reiterates the offer terms: up to $1,750,000,000 at $80.00–$92.00 per share.

Practical dependencies include the press release exhibit for transaction detail; cash‑flow treatment and exact shares accepted are contained in the final-results release rather than this Amendment. Subsequent company disclosures will show the accepted amount and payment timeline.

Key Figures

Aggregate purchase price: $1,750,000,000 Per-share price range: $80.00–$92.00 per share Offer expiration: April 1, 2026 +1 more

4 metrics

Aggregate purchase price $1,750,000,000 maximum aggregate repurchase amount

Per-share price range $80.00–$92.00 per share Offer to Purchase dated March 5, 2026

Offer expiration April 1, 2026 expired at one minute after 11:59 p.m., New York City time

Press release date April 3, 2026 final results press release filed as Exhibit (a)(5)(D)

Key Terms

Tender Offer, Schedule TO, Rule 13e-4(c)(4), Letter of Transmittal

4 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.

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

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

Letter of Transmittal financial

"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.

FAQ

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

What did WIX's Schedule TO amendment announce?

It reports final results and confirms the tender offer closed and expired on April 1, 2026. The amendment states a press release with final results was issued on April 3, 2026 and supplements the original Schedule TO filing to meet Rule 13e-4(c)(4) reporting requirements.

How large was Wix's tender offer and what was the price range?

Wix offered up to $1,750,000,000 to repurchase ordinary shares at $80.00–$92.00 per share. The Schedule TO and this Amendment cite the aggregate purchase price and the per-share price band set in the Offer to Purchase dated March 5, 2026.

When did the tender offer expire according to the Amendment?

The tender offer expired at one minute after 11:59 p.m., New York City time, on April 1, 2026. The Amendment explicitly ties expiration timing to that New York City cutoff and references a press release issued April 3, 2026.

Where can I find the final number of shares accepted in the tender offer?

The final accepted share count is disclosed in the press release filed as Exhibit (a)(5)(D). This Amendment references that exhibit; consult the referenced press release for the exact number of shares and aggregate purchase price accepted.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 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. 2 (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)(4) 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:

(d)          On April 3, 2026, the Company issued a press release announcing the final 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)(D) 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)(D) Press Release Announcing Final Results of Modified Dutch Auction Tender Offer, dated April 3, 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 3, 2026	By:	/s/ Naama Kaenan
		Name:  Naama Kaenan
		Title:  General Counsel