WisdomTree Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

WisdomTree filed an 8-K on Aug 14, 2025, covering new deals, debt, and stock sales.

AI Summary

On August 14, 2025, WisdomTree, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by WisdomTree, Inc., including new financial commitments and equity transactions that could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• WisdomTree, Inc. (company) — Registrant
• August 14, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value WT The New York Stock Exc
• $475.0 million — WisdomTree, Inc. (the "Company") issued $475.0 million in aggregate principal amount of 4.625%
• $464 million — amed therein, resulted in approximately $464 million in net proceeds to the Company. The Not
• $60,000,000 — Notes issued on August 14, 2025 include $60,000,000 principal amount of Notes issued pursua
• $1,000 — period") in which the trading price per $1,000 principal amount of Notes for each trad
• $19.1545 — itial conversion price of approximately $19.1545 per share), subject to adjustment. In c

Filing Documents

• r8132508k.htm (8-K) — 38KB
• ex4_1.htm (EX-4.1) — 697KB
• ex4_2.htm (EX-4.2) — 65KB
• formula1.jpg (GRAPHIC) — 5KB
• formula2.jpg (GRAPHIC) — 9KB
• formula3.jpg (GRAPHIC) — 9KB
• formula4.jpg (GRAPHIC) — 10KB
• formula5.jpg (GRAPHIC) — 8KB
• formula6.jpg (GRAPHIC) — 13KB
• 0001214659-25-012285.txt ( ) — 1186KB
• wt-20250814.xsd (EX-101.SCH) — 3KB
• wt-20250814_lab.xml (EX-101.LAB) — 33KB
• wt-20250814_pre.xml (EX-101.PRE) — 22KB
• r8132508k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Indenture and Notes On August 14, 2025, WisdomTree, Inc. (the "Company") issued $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the "Notes") pursuant to an Indenture (the "Indenture"), dated August 14, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), in a private offering to qualified institutional buyers (the "Notes Offering") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The sale of the Notes to several investment banks (the "Initial Purchasers") pursuant to the Purchase Agreement (the "Purchase Agreement"), dated August 11, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the Initial Purchasers named therein, resulted in approximately $464 million in net proceeds to the Company. The Notes issued on August 14, 2025 include $60,000,000 principal amount of Notes issued pursuant to the full exercise by the Initial Purchasers of their option to purchase additional Notes. The Notes are the Company's senior unsecured obligations and rank equal in right of payment to the Company's 3.25% convertible senior notes due 2026, the Company's 5.75% convertible senior notes due 2028 and the Company's 3.25% convertible senior notes due 2029. The Notes bear interest at a rate of 4.625% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026. The Notes will mature on August 15, 2030, unless earlier converted, repurchased or redeemed. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted. At its election, the Company will also settle its conversion obligation in excess of the aggregate principal amount of the Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock. Holders ma

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement, pursuant to which the Company sold the Notes to the Initial Purchasers. The shares of the common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Initially, a maximum of 35,957,643 shares of the Company's common stock may be issued upon conversion of the Notes, in each case based on the initial maximum conversion rate of 75.7003 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes, and any resulting issuance of shares of the common stock.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of August 14, 2025, by and between WisdomTree, Inc. and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of Global Note, representing WisdomTree, Inc.'s 4.625% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1) 104 Cover Page Interactive Data File (formatted as Inline XBRL).

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: August 14, 2025 By: /s/ Bryan Edmiston Bryan Edmiston Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR