Wix.com Ltd. Closes $1B Convertible Notes Offering

TL;DR

WIX just closed a $1 BILLION convertible note offering due 2030.

AI Summary

On September 11, 2025, Wix.com Ltd. completed a private offering of $1,000,000,000 in 0.00% Convertible Senior Notes due 2030. This offering was made to qualified institutional buyers under Rule 144A of the Securities Act.

Why It Matters

This significant debt issuance provides Wix with capital, potentially for expansion or operational needs, while offering investors convertible securities.

Risk Assessment

Risk Level: medium — The company is issuing a substantial amount of debt, which carries inherent financial risks and obligations.

Key Numbers

• $1.0B — Convertible Senior Notes (Principal amount raised in the offering)

Key Players & Entities

• Wix.com Ltd. (company) — Issuer of the convertible notes
• 0.00% Convertible Senior Notes due 2030 (dollar_amount) — The financial instrument offered
• $1,000,000,000 (dollar_amount) — Principal amount of the notes
• September 11, 2025 (date) — Closing date of the offering
• Rule 144A (legal_document) — Regulation under which the offering was made

FAQ

Key Financial Figures

• $1,000,000,000 — ed the previously announced offering of $1,000,000,000 principal amount of 0.00% Convertible S
• $150,000,000 — ended (the "Securities Act"), including $150,000,000 of Additional Convertible Notes (as def
• $1,150,000,000 — esulting in a total principal amount of $1,150,000,000. PURCHASE AGREEMENT On September 8,
• $1,000 — 1 per share (the "ordinary shares") per $1,000 principal amount of Convertible Notes (
• $210.49 — to a conversion price of approximately $210.49 per ordinary share). The conversion rat
• $1,124.0 m — he Convertible Notes were approximately $1,124.0 million, after deducting the Initial Purc
• $71.9 million — Company. The Company used approximately $71.9 million of the net proceeds from the sale of th
• $75 million — below). The Company used approximately $75 million of the net proceeds from the sale of th
• $267.89 — e capped call transactions is initially $267.89 per share, which represents a premium o
• $153.08 — Market on September 8, 2025, which was $153.08 per share. This concurrent repurchase m

Filing Documents

• closingconvertible-6xk.htm (6-K) — 29KB
• projectflow-ex41to6xkxinde.htm (EX-4.1) — 951KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 1KB
• image_3.jpg (GRAPHIC) — 1KB
• image_4.jpg (GRAPHIC) — 2KB
• image_5.jpg (GRAPHIC) — 2KB
• projectflow-ex101to6xkxfor.htm (EX-10.1) — 258KB
• 0001628280-25-041943.txt ( ) — 1252KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2025 Commission File Number 001-36158 Wix.com Ltd. (Translation of registrant's name into English) 5 Yunitsman St., Tel Aviv, Israel, 6936025 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F EXPLANATORY NOTE On September 11, 2025, Wix.com Ltd. (NASDAQWIX) (the "Company") closed the previously announced offering of $1,000,000,000 principal amount of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), including $150,000,000 of Additional Convertible Notes (as defined below) pursuant to the 13-day option of the Initial Purchasers (as defined below), resulting in a total principal amount of $1,150,000,000. PURCHASE AGREEMENT On September 8, 2025, the Company entered into a purchase agreement (the "Purchase Agreement") with the initial purchasers party thereto (collectively the "Initial Purchasers"), pursuant to which the Company agreed to sell $1,000,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2030 (the "Initial Convertible Notes") in a private placement pursuant to Rule 144A under the Securities Act. The Company also agreed to grant a 13-day option to the Initial Purchasers to purchase all or part of an additional $150,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2030 (the "Additional Convertible Notes"), which the Initial Purchasers exercised in full on September 9, 2025. The Initial Convertible Notes, together with the Additional Convertible Notes, are referred to herein as the "Convertible Notes." The Purchase Agreement includes customary representations, warranties and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities and contribute to payments which the Initial Purchasers may be required to make in respect of any such liabilities. INDENTURE The sale of the Convertible Notes closed on September 11, 2025. The Convertible Notes were issued pursuant to an indenture, dated September 11, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. However, special interest, if any, may accrue on the Convertible Notes upon the occurrence of certain events relating to the failure to file certain reports with the U.S. Securities and Exchange Commission or to remove certain restrictive legends from the Convertible Notes. The Convertible Notes are convertible based upon an initial conversion rate of 4.7509 of the Company's ordinary shares, par value NIS 0.01 per share (the "ordinary shares") per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $210.49 per ordinary share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for accrued and unpaid special interest (as defined in the Indenture), if any. In addition, in connection with a make-whole fundamental change (as defined in the Indenture), or following the Company's delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be. The Convertible Notes will mature on September 15, 2030, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding March 15, 2030, a holder may convert its Convertible Notes only under the following circumstances (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company's ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day (2) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the conversi

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