S-8 1 zk2635313.htm S-8

As filed with the Securities and Exchange Commission on May 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

______________________

Wix.com Ltd.

(Exact name of registrant as specified in its charter)

State of Israel

(State or other jurisdiction of

incorporation or organization)

98-0685109

(I.R.S. Employer

Identification No.)

5 Yunitsman St.

Tel Aviv, Israel

(Address of principal executive offices)

6936025

(Zip Code)

Wix.com Ltd. 2013 Incentive Compensation Plan (as amended)

(Full Title of the Plan)

Wix.com, Inc.

100 Gansevoort St.

New York, NY 10014

(707) 235-1726

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

Joshua G. Kiernan, Esq.

Latham & Watkins LLP

99 Bishopsgate

London EC2M 3XF, UK

Tel: +44 20 7710-5820

Fax: +44 20 7374-4460

Naama Kaenan, Adv.

General Counsel

Wix.com Ltd.

5 Yunitsman St.

Tel Aviv, 6936025 Israel

Tel: +972 (3) 545-4900

Fax: +972 (3) 546 6407

Tuvia J. Geffen, Adv.

Naschitz, Brandes, Amir & Co.,

Advocates

5 Tuval St.

Tel Aviv 6789717 Israel

Tel: +972 (3) 623-5000

Fax: +972 (3) 623-5005

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Wix.com Ltd. (the “Company” or the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 8,464,025 additional ordinary shares, par value NIS 0.01 per share, under the Wix.com Ltd. 2013 Incentive Compensation Plan, as amended (the “2013 Plan”), in connection with increases in the number of shares reserved for issuance under the 2013 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the Commission on March 30, 2023 (Registration No. 333-270974), May 16, 2022 (Registration No. 333-264976), May 10, 2021 (Registration No. 333-255946), May 14, 2020 (Registration No. 333-238250), May 15, 2019 (Registration No. 333-231501), May 9, 2018 (Registration No. 333-224768), May 10, 2017 (Registration No. 333-217822), May 5, 2016 (Registration No. 333-211143), August 27, 2015 (Registration No. 333-206611) and November 7, 2013 (Registration No. 333-192172), and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee plan annual information) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability, without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability, without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Company are incorporated herein by reference:

(i)	the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with the Commission on March 5, 2026; and

(ii)

the description of the Company’s ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36158), filed with the Commission on October 29, 2013, as updated by Exhibit 2.1 to the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on March 21, 2025, together with any subsequent amendment or any report filed for the purpose of updating such description.

In addition to the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

Exhibit No.		Description

5.1		Opinion of Naschitz, Brandes, Amir & Co., Advocates, Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent)
23.1		Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
23.2		Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5.1)
24.1		Power of Attorney (included in the signature page to this Registration Statement)
99.1		Wix.com Ltd. 2013 Incentive Compensation Plan (as amended) (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2025 (File No. 001-36158) filed with the Securities and Exchange Commission on March 5, 2026)
107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv, State of Israel, on May 13, 2026.

WIX.COM LTD.

By: /s/ Lior Shemesh

Name: Lior Shemesh

Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Avishai Abrahami, Lior Shemesh or Naama Kaenan, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on May 13, 2026 in the capacities indicated:

	Name	Title

By:	/s/ Avishai Abrahami	Chief Executive Officer and Director
	Avishai Abrahami	(Principal Executive Officer)

By:	/s/ Lior Shemesh	Chief Financial Officer
	Lior Shemesh	(Principal Financial Officer and Principal Accounting Officer)

By:	/s/ Mark Tluszcz	Chairman of the Board
	Mark Tluszcz

By:	/s/ Deirdre Bigley	Director
	Deirdre Bigley

By:	/s/ Allon Bloch	Director
	Allon Bloch

By:	/s/ Francesco de Mojana	Director
	Francesco de Mojana

By:	/s/ Ron Gutler	Director
	Ron Gutler

By:	/s/ Gavin Patterson	Director
	Gavin Patterson

By:	/s/ Ferran Soriano	Director
	Ferran Soriano

WIX.COM, INC.
By:	/s/ Nir Zohar	Authorized Representative in the United States
	Name: Nir Zohar Title: Director

SEC Form S-8 filed by Wix.com Ltd.