UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~________________ ~~8-K~~

Form 8-K
________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2026 __________________

WisdomTree, Inc.

(Exact name of registrant as specified in its charter)

_____________________

Delaware

001-10932

13-3487784

(State or other jurisdiction

of incorporation)

Commission

File Number:

(IRS Employer

Identification No.)

250 West 34^th Street

3^rd Floor

New York, NY 10119

(Address of principal executive offices, including zip code)

(212) 801-2080

(Registrant’s telephone number, including area code)

(Former name or former address, if changed ~~since~~ since last report) _______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 83.0102. ~~Other~~Unregistered ~~Events~~Sales of Equity Securities.

OnConvertible March 23, 2026, WisdomTree, Inc. (the “Company”) issued a press release announcing that it had commenced a private offering, subject to market conditions and other factors, of $525.0 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

~~The~~On ~~Company~~March ~~intends~~23, to2026, ~~use~~WisdomTree, ~~approximately $200~~Inc.0 ~~million of~~ (the ~~net proceeds~~“Company”) ~~from~~priced ~~the~~an offering of ~~the~~$525.0 million ~~Notes~~aggregate toprincipal ~~pay~~amount ~~the~~of ~~closing~~4.50% ~~consideration~~convertible ~~for~~senior ~~its~~notes ~~previously~~due ~~announced~~2031 ~~acquisition of Atlantic House Holdings Limited~~ (the “~~Acquisition~~Notes”). In ~~The~~connection ~~Company~~therewith, ~~also~~the ~~intends~~Company toentered ~~use~~into a ~~portion~~purchase ofagreement (the ~~net~~“Purchase ~~proceeds~~Agreement”) ~~from~~with ~~the~~an ~~offering~~investment ~~to pay the cash consideration~~bank, toas ~~exchange~~representative ~~up to approximately $275.0 million in aggregate principal amount~~ of ~~its~~several ~~outstanding~~initial ~~3.25%~~purchasers ~~convertible senior notes due 2029~~ (the “~~2029~~Initial ~~Notes~~Purchasers”), ~~in notes exchange transactions~~ pursuant to ~~exchange~~which ~~agreements~~the ~~entered~~Company ~~into~~agreed ~~with~~to ~~one~~sell ~~or more holders of~~ the ~~2029~~ Notes ~~concurrently~~to ~~with~~ the ~~pricing~~Initial ofPurchasers, ~~the~~subject ~~Notes,~~to ~~and~~customary ~~the~~closing ~~remainder~~conditions, ofon ~~the~~March ~~net~~30, ~~proceeds~~2026. ~~from~~Pursuant to the ~~offering,~~Purchase ~~if any~~Agreement, ~~for~~the ~~working~~Company ~~capital~~also ~~and~~agreed ~~other~~to ~~general~~grant ~~corporate~~the ~~purposes,~~Initial ~~which~~Purchasers ~~may~~an ~~include~~option ~~the~~to ~~repayment of indebtedness~~purchase, ~~including~~for ~~under~~settlement ~~its~~during ~~existing~~a ~~convertible senior~~period ~~notes.~~of If13 ~~the~~days ~~Acquisition~~from, isand ~~not consummated~~including, the date ~~Company intends to use~~ the ~~proceeds~~Notes itare ~~would~~first ~~have~~issued, ~~otherwise~~up ~~used~~ to ~~finance~~an ~~the Acquisition~~additional ~~for~~$78.75 million ~~general~~aggregate ~~corporate~~principal ~~purposes~~amount asof ~~described~~the ~~above~~Notes.

~~Item~~The 9Notes will mature on October 1, 2031, unless earlier purchased, redeemed or converted.~~01.~~ ~~Financial~~Holders ~~Statements~~may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and ~~Exhibits~~only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on 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 ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) upon the occurrence of a notice of redemption delivered by the Company in accordance with the terms of the indenture but only with respect to the Notes called (or deemed call) for redemption; or (4) upon the occurrence of specified corporate events. On or after July 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.

The Notes will be convertible at an initial conversion rate of 46.3306 shares of the Company’s common stock, per $1,000 principal amount of Notes (dequivalent to an initial conversion price of approximately $21.58 per share), ~~Exhibits:~~subject to adjustment. In certain circumstances, conversions in connection with certain change of control transactions or liquidation, dissolution or common stock delisting events or conversions of Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 74.1282 shares of the Company’s common stock per $1,000 principal amount of Notes, subject to adjustment. 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. To the extent that any shares of the Company’s 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 of 1933, as amended (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 common stock.

Exhibit No.	Description
99.1	Press release, dated March 23, 2026, issued by WisdomTree, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company’s offering of the Notes to the Initial Purchasers was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement, including that the Initial Purchasers would only offer, sell or deliver the Notes to persons whom it reasonably believes to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act. The initial offer price for the Notes to such qualified institutional buyers was 100% of the principal amount of the Notes.

~~Cautionary~~The ~~Statement~~Notes ~~Regarding~~and ~~Forward-Looking~~the ~~Statements~~ shares of the Company’s common stock potentially issuable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.

~~This~~Notes Current Report on Form 8-K contains forward-looking statements that are based on the Company’s management’s beliefs and assumptions and on information currently available to management. These statements may include statements relating to the Acquisition. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, the risks described below. If one or more of these or other risks or uncertainties occur, or if the Company’s underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Current Report on Form 8-K completely and with the understanding that the Company’s actual future results may be materially different from any future results expressed or implied by these forward-looking statements.Exchange

InOn ~~particular~~March 23, ~~forward-looking~~2026, ~~statements~~concurrently inwith ~~this~~the pricing of the Notes, ~~Current~~the ~~Report~~Company onentered ~~Form~~into ~~8-K~~separate, ~~may~~privately ~~include~~negotiated ~~statements~~exchange ~~about~~agreements ~~the~~with ~~proposed~~certain ~~terms~~holders of the ~~Notes,~~Company’s ~~the~~(i) ~~size~~outstanding 3.25% ofconvertible ~~the~~senior ~~Notes~~notes ~~offering,~~due 2026 (the ~~expected use~~“2026 ofNotes”) ~~the~~to ~~proceeds~~exchange ~~from~~$75.0 ~~the~~million ~~sale~~in aggregate principal amount of the 2026 Notes ~~(including~~for toapproximately ~~finance~~6.81 ~~the~~million ~~Acquisition),~~shares ~~the closing~~ of ~~the~~its ~~Acquisition~~common stock, and ~~other~~approximately ~~statements contained~~$0.7 million in ~~this~~cash ~~Current~~in ~~Report~~respect of accrued and unpaid interest on ~~Form~~such ~~8-K~~2026 ~~that~~Notes, ~~are~~and ~~not~~(ii) ~~historical~~outstanding ~~facts~~3.25% ~~Forward-looking~~convertible ~~statements~~senior ~~are~~notes ~~subject~~due to2029 ~~many~~(the ~~risks~~“2029 ~~and~~Notes”) ~~uncertainties,~~to exchange ~~including~~$275.0 ~~without~~million ~~limitation,~~in ~~risks~~aggregate ~~related~~principal toamount orof ~~associated~~the ~~with~~2029 ~~whether~~Notes ~~the~~for ~~Company~~approximately ~~will~~$302.7 ~~consummate~~million ~~the~~in ~~offering~~cash ofand ~~the~~approximately ~~Notes~~4.19 ~~on the~~million ~~expected~~shares ~~terms,~~of orits atcommon ~~all~~stock, ~~which~~and ~~could~~approximately ~~differ~~$1.1 ormillion ~~change~~in ~~based~~cash ~~upon~~in ~~market~~respect ~~conditions~~of oraccrued ~~other~~and ~~reasons,~~unpaid ~~and~~interest ~~the~~on ~~other~~such ~~risks~~2029 ~~set~~Notes, ~~forth~~in ~~under~~each ~~the~~case, ~~caption~~on terms negotiated with each holder (the “~~Risk~~Notes ~~Factors~~Exchange”). inClosing of the ~~Company’s~~Notes ~~Annual~~Exchange ~~Report~~is expected to take place on ~~Form~~or ~~10-K~~about ~~for~~March 30, 2026. Immediately following the ~~year~~closing ~~ended~~of ~~December~~the ~~31,~~Notes ~~2025~~Exchange, ~~and~~$75.0 million in aggregate principal amount of the ~~subsequent~~2026 ~~reports~~Notes ~~filed~~and ~~with~~$70.0 ormillion ~~furnished~~in toaggregate principal amount of the ~~Securities~~2029 ~~and~~Notes ~~Exchange~~will ~~Commission~~remain outstanding.

~~SIGNATURES~~The Notes Exchange was conducted as a private placement and the shares of common stock to be issued in the Notes Exchange will be issued in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and were offered only to persons believed to be “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based in part on the representations made by the holders of the 2026 Notes and 2029 Notes participating in the Notes Exchange in their respective exchange agreements.

~~Pursuant~~Item to8.01. ~~the~~Other ~~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~~Events.

	WisdomTree, Inc.
Date: March 23, 2026	By:	/s/ Bryan Edmiston
		Bryan Edmiston
		Chief Financial Officer

On March 24, 2026, the Company issued a press release announcing that it had priced an offering of $525.0 million aggregate principal amount of the Notes and that the Initial Purchasers also exercised their option to purchase an additional $78.75 million aggregate principal amount of the Notes. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.		Description

99.1		Press release, dated March 24, 2026, issued by WisdomTree, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 24, 2026	By:	/s/ Bryan Edmiston
		Bryan Edmiston
		Chief Financial Officer

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