WisdomTree (NYSE: WT) closes $275.0 million Ceres deal with $225.0 million earnout

Rhea-AI Filing Summary

WisdomTree, Inc. completed the acquisition of Ceres Partners, LLC through its subsidiary, WisdomTree Farmland Holdings, Inc. for aggregate consideration of $275.0 million in cash plus potential earnout payments. The equity purchase closed on October 1, 2025, transferring all issued and outstanding equity interests of Ceres from the sellers to the WisdomTree subsidiary.

The cash consideration of $275.0 million is subject to customary post-closing adjustments for cash, indebtedness and working capital. An additional earnout of up to $225.0 million may be paid in 2030 if Ceres achieves a compound annual growth rate in revenue between 12% and 22% over the measurement period from January 1, 2025 through December 31, 2029.

Insights

M&A analyst

WisdomTree adds Ceres via large cash deal plus performance-based earnout.

WisdomTree, Inc. has expanded its business by acquiring all equity interests of Ceres through a wholly owned subsidiary. The transaction involves $275.0 million in cash at closing, subject to standard post-closing adjustments tied to cash, indebtedness and working capital. Structuring the purchase through WisdomTree Farmland Holdings, Inc. keeps the acquired operations within a dedicated subsidiary.

The deal also includes up to $225.0 million of additional earnout consideration, payable in 2030 only if Ceres reaches a specified revenue compound annual growth rate of 12% to 22% during the period from January 1, 2025 to December 31, 2029. This design shifts part of the total economics into performance-contingent payments, linking a large portion of value to Ceres’ future revenue trajectory. Overall, it is a material strategic transaction, but its financial impact will depend on Ceres’ ability to meet those multi-year revenue targets.

false 0000880631 0000880631 2025-10-01 2025-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

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): October 1, 2025
__________________

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 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		WT		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 1.01. Entry Into a Material Definitive Agreement.

Equity Purchase Agreement

On July 31, 2025, WisdomTree, Inc. (the “Company”) and WisdomTree Farmland Holdings, Inc. (the “Purchaser”), a wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement with Ceres Partners, LLC, an Indiana limited liability company (“Ceres”), the members of Ceres (together, the “Sellers”), and an individual acting as the Sellers’ representative, pursuant to which the Purchaser agreed to acquire from the Sellers all of the issued and outstanding equity interests of Ceres (the “Acquisition”).

On October 1, 2025, the Purchaser completed the Acquisition for aggregate consideration consisting of (i) $275.0 million in cash, subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital, and (ii) earnout consideration of up to $225.0 million, payable in 2030, contingent upon Ceres achieving a compound annual growth rate in revenue of 12% to 22% during the earnout measurement period of January 1, 2025 through December 31, 2029.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Please see the disclosure set forth under “Item 1.01 Entry into a Material Definitive Agreement” regarding the completion of the Acquisition, which is incorporated by reference into this Item 2.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99.1	Press Release, dated October 2, 2025
Exhibit 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: October 2, 2025		By:	/s/ Bryan Edmiston
			Bryan Edmiston
			Chief Financial Officer

FAQ

What major transaction did WisdomTree (WT) disclose in this 8-K?

WisdomTree, Inc. disclosed that its subsidiary, WisdomTree Farmland Holdings, Inc., completed an Equity Purchase Agreement to acquire all issued and outstanding equity interests of Ceres from the sellers.

How much did WisdomTree (WT) pay in cash to acquire Ceres?

The acquisition of Ceres involved $275.0 million in cash, subject to customary post-closing adjustments related to cash, indebtedness and working capital.

Is there an earnout component in WisdomTree’s acquisition of Ceres?

Yes. The transaction includes earnout consideration of up to $225.0 million, payable in 2030 if Ceres achieves a specified compound annual growth rate in revenue during the earnout period.

What performance must Ceres achieve to earn the additional $225.0 million?

The up to $225.0 million earnout is contingent on Ceres achieving a compound annual growth rate in revenue of 12% to 22% over the measurement period from January 1, 2025 through December 31, 2029.

When did WisdomTree (WT) complete the acquisition of Ceres?

The Purchaser, WisdomTree Farmland Holdings, Inc., completed the acquisition on October 1, 2025, acquiring all of the issued and outstanding equity interests of Ceres.

Who signed the 8-K related to the Ceres acquisition for WisdomTree (WT)?

The report was signed on behalf of WisdomTree, Inc. by Bryan Edmiston, who is identified as the company’s Chief Financial Officer.

Does the filing reference any related press release about the Ceres deal?

Yes. The exhibits list includes Exhibit 99.1, described as a Press Release dated October 2, 2025, relating to this transaction.