🧾 What This Document Is

This is a preliminary results announcement for a "modified Dutch auction" tender offer by Wix.com. Think of it as a special type of share buyback where the company invites shareholders to sell their shares back at a price the shareholders choose, within a set range. This filing updates the market on how many shares were offered and at what price as the offer expired.

👉 In simple terms: Wix asked its shareholders, "Who wants to sell me their stock, and at what price?" This is the first count of who said yes.

🏢 What The Company Does

Wix.com Ltd. (Nasdaq: WIX) is a global technology company that provides a platform for people and businesses to create their own websites and online presence. They use AI and cloud infrastructure to serve millions of users. They were founded in 2006 and recently made a strategic move by acquiring Base44 in 2025 to expand into no-code app creation.

👉 In simple terms: Wix is like an online toolbox that makes it easy for anyone to build a website or app without needing to be a programmer.

🤝 The Deal Mechanics

This tender offer used a "modified Dutch auction" format. Here’s how it worked:

The Offer Window: Shareholders could submit offers to sell their shares at any price between $88.00 and $92.00 per share.
The Expiration: The offer ended at 1 minute after 11:59 P.M. New York time on April 1, 2026.
The Preliminary Result: According to the depositary (Equiniti Trust Company, LLC), shareholders tendered 18,718,009 shares at or below the maximum price of $92.00.

👉 Why it matters: This method allows the company to discover the lowest price at which enough shareholders are willing to sell, helping Wix buy back a large number of shares efficiently.

💰 The Financial Commitment

Based on the preliminary count, here’s the scale of the buyback:

Shares to be Purchased: 18,718,009 shares.
Purchase Price: $92.00 per share.
Total Expected Cost: Approximately $1.722 billion (excluding fees and expenses).
Scale of Buyback: These shares represent about 31.6% of all Wix shares that were outstanding as of the offer's expiration date.

👉 The big picture: This is a massive capital return to shareholders, deploying over $1.7 billion to retire nearly a third of the company's outstanding stock.

🔮 What's Next & Key Dates

The process isn't fully complete yet. Here are the next steps:

Final Confirmation: The numbers above are preliminary. The final count and price will be confirmed after the "guaranteed delivery" period ends, where people who promised to deliver shares finalize the paperwork.
Payment: Wix will pay for the accepted shares promptly after the final confirmation.
Deal Manager: J.P. Morgan Securities LLC is acting as the deal manager for this complex transaction.

👉 What to watch for: The company will issue a final announcement once all shares are accounted for, which will confirm the exact total cost and final percentage of the company bought back.

⚖️ Big Picture: Strengths & Considerations

👍 Strength / Signal: This signals strong management confidence. A buyback of this size suggests Wix believes its stock is undervalued and that returning cash to shareholders is the best use of its capital. It can also boost earnings per share (EPS) by reducing the number of shares outstanding.
⚠️ Key Consideration: It consumes a huge amount of cash (~$1.72 billion). Investors should consider how this impacts the company's financial flexibility for future investments, acquisitions, or weathering economic downturns.

🧠 The Analogy

Imagine Wix is a homeowner who believes their house is worth more than the current market price. Instead of selling it on the open market, they host an auction where neighbors can name the price at which they’d be willing to sell their own shares of the house back. Wix then buys the house from everyone who offered at or below the highest price needed to fill their goal, taking the house off the market entirely.

📇 Key Contacts & People

Media Relations Contact: [email protected]
Investor Relations Contact: [email protected]
Deal Manager: J.P. Morgan Securities LLC

🧩 Final Takeaway

Wix is executing a massive, $1.72 billion share buyback via a Dutch auction, showing strong confidence in its own value. This move will significantly reduce the number of shares outstanding and represents a major return of capital to its shareholders.

Wix.com Ltd. — SC TO-I/A Filing