WisdomTree, Inc. Files 8-K: Material Agreement & Security Holder Updates

TL;DR

WisdomTree filed an 8-K on 3/18/24 covering a material agreement and security holder rights. Big changes might be brewing.

AI Summary

On March 18, 2024, WisdomTree, Inc. filed an 8-K report detailing a material definitive agreement. The filing also addresses modifications to security holder rights and other events, along with financial statements and exhibits. The company was formerly known as WisdomTree Investments, Inc. and prior to that, Index Development Partners Inc. and Financial Data Systems.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting WisdomTree's security holders, requiring investor attention.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant changes and potential risks for investors.

Key Players & Entities

• WisdomTree, Inc. (company) — Filer
• WisdomTree Investments, Inc. (company) — Former Company Name
• Index Development Partners Inc (company) — Former Company Name
• Financial Data Systems (company) — Former Company Name
• March 18, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WT The New York Stock Exc
• $32.00 — cise Price in the Rights Agreement from $32.00 to $45.00. The foregoing description o
• $45.00 — in the Rights Agreement from $32.00 to $45.00. The foregoing description of the Amen

Filing Documents

• d3182408k.htm (8-K) — 31KB
• ex4_1.htm (EX-4.1) — 18KB
• ex99_1.htm (EX-99.1) — 21KB
• wtt_logo.jpg (GRAPHIC) — 10KB
• 0001214659-24-004729.txt ( ) — 306KB
• wt-20240318.xsd (EX-101.SCH) — 4KB
• wt-20240318_def.xml (EX-101.DEF) — 26KB
• wt-20240318_lab.xml (EX-101.LAB) — 36KB
• wt-20240318_pre.xml (EX-101.PRE) — 25KB
• d3182408k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth under "Item 3.03 Material Modification to Rights of Security Holders" of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On March 18, 2024, WisdomTree, Inc. (the "Company") entered into Amendment No. 3 (the "Amendment") to the Stockholder Rights Agreement, dated as of March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended (the "Rights Agreement"). C apitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. The Amendment extends the expiration date of the Rights Agreement. Specifically, the Rights will now expire at the close of business on March 17 , 2025; provided that if the Company's stockholders have not ratified the extension of the Rights Agreement by the close of business on the first day after the Company's 2024 annual meeting of stockholders (including any adjournments or postponements thereof), the Rights will expire at such time, in each case, unless previously redeemed or exchanged by the Company. The Amendment also changes the definition of Exercise Price in the Rights Agreement from $32.00 to $45.00. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On March 18, 2024, the Company issued a press release announcing the extension of the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Amendment No. 3, dated as of March 18, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent 99.1 Press Release issued by WisdomTree, Inc., dated March 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WisdomTree, Inc. Date: March 18, 2024 By: /s/ Marci Frankenthaler Marci Frankenthaler Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR