WisdomTree, Inc. Files 8-K with Material Agreements

TL;DR

WisdomTree filed an 8-K on 4/30/24 covering material agreements and other key corporate events.

AI Summary

On April 30, 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, including financial statements and exhibits. The company was formerly known as WisdomTree Investments, Inc. before a name change on April 1, 2009.

Why It Matters

This 8-K filing indicates significant corporate actions or agreements by WisdomTree, Inc., which could impact its business operations, financial standing, or shareholder value.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and agreements, not indicating immediate financial distress or significant negative news.

Key Players & Entities

• WisdomTree, Inc. (company) — Registrant
• WisdomTree Investments, Inc. (company) — Former company name
• April 30, 2024 (date) — Date of earliest event reported
• April 1, 2009 (date) — Date of name change from WisdomTree Investments, Inc.

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value WT The New York Stock Exc

Filing Documents

• wt4302408k.htm (8-K) — 30KB
• ex4_1.htm (EX-4.1) — 18KB
• 0001214659-24-007862.txt ( ) — 264KB
• wt-20240430.xsd (EX-101.SCH) — 4KB
• wt-20240430_def.xml (EX-101.DEF) — 26KB
• wt-20240430_lab.xml (EX-101.LAB) — 36KB
• wt-20240430_pre.xml (EX-101.PRE) — 25KB
• wt4302408k_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 April 30, 2024, WisdomTree, Inc. (the "Company") entered into Amendment No. 5 (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"). The Amendment amends the Rights Agreement by amending the terms relating to "Determinations and Actions by the Board of Directors", replacing Section 29 of the Rights Agreement in its entirety with the terms as set forth in the Amendment attached hereto as Exhibit 4.1, to (a) remove (i) that the Company has the "exclusive" power and authority to administer the Rights Agreement and (ii) that all actions, calculations, interpretations and determinations necessary or advisable for the administration of the Rights Agreement done or made by the Board of Directors of the Company (the "Board") in good faith are final, conclusive and binding on all parties, and (b) provide that nothing in the Rights Agreement shall be deemed to limit or eliminate the fiduciary duties of the Board under applicable law. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. Supplemental Disclosures to the Company's Definitive Proxy Statement, dated April 29, 2024 (the "Proxy Statement") The disclosure in the footnote on page 43 of the Proxy Statement is hereby amended and supplemented by adding the following sentence as the last sentence of the footnote : Pursuant to Amendment No. 5 to the Rights Agreement, the Rights Agreement was amended (a) to remove: (i) that the Company has the "exclusive" power and authority to administer the Rights Agreement and (ii) that all actions, calculations, interpretations and determinations necessary or advisable for the administration of the Rights Agreement done or made by the Board in good faith are final, conclusive and binding on all parties, and (b) to provide that nothing in the Rights Agreement shall be deemed to limit or eliminate the fiduciary duties of the Board under applicable law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit 4.1 Amendment No. 5, dated as of April 30, 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 Exhibit 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: April 30, 2024 By: /s/ Marci Frankenthaler Marci Frankenthaler Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR