Wix Announces Pricing of Upsized Private Offering of $1.0 billion of 0.00% Convertible Senior Notes due 2030

NEW YORK – Wix.com Ltd. (Nasdaq: WIX) (“Wix”), the main SaaS web site builder platform¹, at this time introduced the pricing of $1.0 billion mixture principal quantity of 0.00% Convertible Senior Notes due 2030 (the “Notes”) in a non-public providing (the “Providing”) to certified institutional consumers pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”). The Providing was upsized from the beforehand introduced providing dimension of $750.0 million mixture principal quantity of Notes. In reference to the Providing, Wix has granted the preliminary purchasers of the Notes a 13-day choice to buy as much as an extra $150.0 million mixture principal quantity of the Notes. The sale of the Notes to the preliminary purchasers is anticipated to decide on September 11, 2025, topic to customary closing situations.

The Notes won’t bear common curiosity, and the principal quantity of the Notes won’t accrete. The Notes will mature on September 15, 2030, until earlier repurchased, redeemed or transformed in accordance with their phrases previous to such date.

Wix could redeem for money (1) the entire Notes at any time on or previous to the thirtieth scheduled buying and selling day instantly previous the maturity date if sure tax-related occasions happen and (2) all or any portion (topic to sure limitations) of the Notes, at any time, and every now and then, on or after September 20, 2028, and on or earlier than the thirtieth scheduled buying and selling day instantly earlier than the maturity date, at its possibility, if the final reported sale value per share of Wix’s strange shares has been at the least 130% of the conversion value for a specified time frame and sure different situations are happy. The redemption value can be equal to the principal quantity of the Notes to be redeemed, plus accrued and unpaid particular curiosity, if any, to, however excluding, the redemption date.

Holders of the Notes could have the fitting to require Wix to repurchase all or a portion of their Notes upon the incidence of a basic change (as outlined within the indenture governing the Notes) at a money buy value of 100% of their principal quantity plus accrued and unpaid particular curiosity, if any, to, however excluding, the elemental change repurchase date. In reference to sure company occasions or following Wix’s supply of a discover of redemption, Wix will, below sure circumstances, quickly improve the conversion price for holders who elect to transform their Notes in reference to such company occasion or discover of redemption, because the case could also be.

The Notes can be convertible based mostly on an preliminary conversion price of 4.7509 strange shares of Wix per $1,000 principal quantity of Notes (equal to an preliminary conversion value of roughly $210.49 per share, which represents a conversion premium of roughly 37.5% to the final reported sale value of Wix’s strange shares on The Nasdaq International Choose Market on September 8, 2025). Previous to the shut of enterprise on the enterprise day instantly previous March 15, 2030, the Notes can be convertible on the possibility of holders of the Notes solely upon the satisfaction of specified situations and through sure intervals. On or after March 15, 2030, till the shut of enterprise on the second scheduled buying and selling day previous the maturity date, the Notes can be convertible on the possibility of holders of Notes at any time no matter these situations. Conversions of the Notes can be settled in money, strange shares of Wix or a mixture thereof, at Wix’s election (along with money in lieu of any fractional strange share, if relevant).

When issued, the Notes can be Wix’s senior unsecured obligations and can rank senior in proper of fee to any of Wix’s unsecured indebtedness that’s expressly subordinated in proper of fee to the Notes; equal in proper of fee to any of Wix’s unsecured indebtedness that’s not so subordinated; successfully junior in proper of fee to any of Wix’s secured indebtedness to the extent of the worth of the property securing such indebtedness; and structurally junior to all indebtedness and different liabilities (together with commerce payables) of Wix’s subsidiaries.

In reference to the pricing of the Notes, Wix entered into privately negotiated capped name transactions with sure of the preliminary purchasers of the Providing and/or their respective associates and/or different monetary establishments (in such capability, the “Choice Counterparties”). The capped name transactions are anticipated to cowl, topic to anti-dilution changes considerably just like these relevant to the Notes, as much as the variety of Wix’s strange shares that can initially underlie the Notes. If the preliminary purchasers train their choice to buy further Notes, then Wix expects to enter into further capped name transactions with the Choice Counterparties. The capped name transactions are anticipated to typically scale back the potential dilution to the strange shares of Wix upon any conversion of Notes and/or to offset any money funds Wix is required to make in extra of the principal quantity of the transformed Notes, because the case could also be, within the occasion that the market value per share of Wix’s strange shares, as measured below the phrases of the capped name transactions, is bigger than the strike value of the capped name transactions, with such discount of potential dilution and/or offset of money funds topic to a cap. The cap value of the capped name transactions will initially be $267.89 per share, which represents a premium of 75.0% during the last reported sale value of the strange shares of Wix of $153.08 per share on September 8, 2025, and is topic to sure changes below the phrases of the capped name transactions. 

Wix has been suggested that, in reference to establishing their preliminary hedges of the capped name transactions, the Choice Counterparties or their respective associates anticipate to enter into varied spinoff transactions with respect to the strange shares of Wix concurrently with or shortly after the pricing of the Notes. This exercise may have the impact of accelerating (or decreasing the dimensions of any lower in) the market value of the strange shares or the Notes at the moment. As well as, the Choice Counterparties or their respective associates could modify or unwind their hedge positions by coming into into or unwinding varied derivatives with respect to the strange shares and/or by buying or promoting strange shares or different securities of Wix in secondary market transactions every now and then previous to the maturity of the Notes (and are possible to take action following any conversion of the Notes, any repurchase of the Notes by Wix on any basic change repurchase date, any redemption date or some other date on which the Notes are retired by Wix, in every case, if Wix workout routines the related election below the capped name transactions, and in reference to any negotiated unwind or modification of the capped name transactions). This exercise may additionally have an effect on the market value of the strange shares of Wix or the Notes, which may have an effect on the flexibility of holders of Notes to transform the Notes and, to the extent the exercise happens throughout any statement interval associated to a conversion of the Notes, it may have an effect on the variety of strange shares, if any, and worth of the consideration that holders of Notes will obtain upon conversion of the Notes.

Wix estimates that the web proceeds from the Providing can be roughly $977.3 million (or $1,124.0 million if the preliminary purchasers train their choice to buy further Notes), after deducting preliminary purchasers’ reductions and estimated providing bills payable by Wix. Wix intends to make use of $62.5 million of the web proceeds from the Providing to pay the price of the capped name transactions, roughly $75 million of the web proceeds of the Providing for the concurrent repurchase of roughly 0.49 million of Wix’s strange shares pursuant to Wix’s current share repurchase program (the “concurrent repurchase”), and any remaining internet proceeds from the Providing for normal company functions, together with to fund further repurchases of its strange shares below its current repurchase program and to amass complementary companies, merchandise, companies, or applied sciences. Nonetheless, Wix has not entered into any agreements for or in any other case dedicated to any particular acquisitions presently.  If the preliminary purchasers train their choice to buy further Notes, Wix expects to make use of a portion of the web proceeds from the sale of the extra Notes to enter into further capped name transactions with the Choice Counterparties and the remaining internet proceeds for the needs described above.

Concurrently with the pricing of the Notes, Wix entered into privately negotiated transactions by means of one of many preliminary purchasers or its affiliate to impact the concurrent repurchase at a value per share equal to the closing value of Wix’s strange shares on The Nasdaq International Choose Market on the date hereof, which was $153.08 per share. This concurrent share repurchase could improve, or scale back the dimensions of a lower in, the buying and selling value of Wix’s strange shares, and should have affected the preliminary phrases of the Notes, together with the preliminary conversion value.

The Notes have been supplied solely to individuals fairly believed to be certified institutional consumers pursuant to Rule 144A below the Securities Act. The provide and sale of the Notes and the strange shares of Wix doubtlessly issuable upon conversion of the Notes, if any, haven’t been, and won’t be, registered below the Securities Act, any state securities legal guidelines or the securities legal guidelines of some other jurisdiction, and until so registered, the Notes and such strange shares, if any, will not be supplied or bought in america besides pursuant to an relevant exemption from such registration necessities.

This press launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase, nor shall there be any provide or sale of, the Notes (or any strange shares of Wix issuable upon conversion of the Notes) in any state or jurisdiction through which the provide, solicitation, or sale could be illegal previous to the registration or qualification thereof below the securities legal guidelines of any such state or jurisdiction.

About Wix.com Ltd.

Wix is a number one international platform for creating, managing and rising a whole digital presence. Based in 2006, Wix empowers tens of millions of customers, together with self-creators, companies, enterprises and extra, with industry-leading infrastructure, efficiency and safety. The platform combines superior AI, versatile design and sturdy enterprise and commerce options to assist customers construct stronger manufacturers, join with their audiences and scale their companies on-line. Wix is shaping the way forward for how digital experiences are constructed, with its intuitive AI-powered web site builder and no-code software creation by means of Base44, making subtle creation accessible to all.

Ahead-Trying Statements

This press launch comprises forward-looking statements, inside the which means of the secure harbor provisions of the Non-public Securities Litigation Reform Act of 1995 that contain dangers and uncertainties.  Such forward-looking statements could embrace, amongst different issues, whether or not Wix will be capable to consummate the Providing, expectations relating to actions of the Choice Counterparties and their respective associates, the results of the concurrent repurchase and the satisfaction of customary closing situations with respect to the Providing, and could also be recognized by phrases like  “anticipate,” “assume,” “consider,” “intention,” “forecast,” “indication,” “proceed,” “may,” “estimate,” “anticipate,” “intend,” “could,” “plan,” “potential,” “predict,” “topic,” “venture,” “outlook,” “future,” “will,” “search” and related phrases or phrases.  The forward-looking statements contained on this announcement are based mostly on administration’s present expectations, that are topic to uncertainty, dangers and adjustments in circumstances which are troublesome to foretell and lots of of that are exterior of our management.

Vital elements that would trigger precise outcomes to vary materially from these indicated within the forward-looking statements embrace, amongst others, the chance that the Providing won’t be consummated; the chance that the capped name transactions won’t turn into efficient; and adjustments in international, nationwide, regional or native financial, enterprise, aggressive, market, regulatory and different elements mentioned below the heading “Danger Elements” in Wix’s annual report on Type 20-F for the yr ended December 31, 2024 filed with the Securities and Trade Fee on March 21, 2025. The previous checklist shouldn’t be supposed to be an exhaustive checklist of all of our forward-looking statements. Any forward-looking assertion made by Wix on this press launch speaks solely as of the date hereof.  Elements or occasions that would trigger Wix’s precise outcomes to vary could emerge every now and then, and it isn’t potential for Wix to foretell all of them. Wix undertakes no obligation to publicly replace any forward-looking statements, whether or not because of new info, future developments or in any other case.

¹Based mostly on variety of lively stay websites as reported by opponents’ figures, impartial third-party knowledge and inner knowledge as of Q1 2025.