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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 34th Street
3rd 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 |
