WT Launches $400M 2030 Convertible Notes; $275M Earmarked for Ceres

Rhea-AI Filing Summary

On August 11, 2025, WisdomTree, Inc. announced a private Rule 144A offering of $400 million aggregate principal amount of convertible senior notes due 2030 to qualified institutional buyers, with the related press release filed as Exhibit 99.1. The company intends to use $275.0 million of net proceeds to pay the closing consideration for its previously announced acquisition of Ceres Partners, LLC, up to $25.8 million to repurchase the remaining outstanding 5.75% convertible senior notes due 2028, and approximately $80.0 million to repurchase common shares from certain purchasers of the Notes.

Any remaining net proceeds are intended for working capital and other general corporate purposes, which may include repayment of indebtedness, including its 3.25% convertible senior notes due 2026 and 2029. The offering is subject to market conditions and other factors, and if the Acquisition is not consummated the proceeds that would have financed the Acquisition will instead be used for general corporate purposes. The press release is attached as Exhibit 99.1 to the report.

Positive

• Commenced a private Rule 144A offering of $400.0 million in convertible senior notes due 2030, providing targeted financing capacity.
• Earmarked $275.0 million of proceeds to fund the previously announced acquisition of Ceres Partners, LLC, directly supporting the stated strategic transaction.
• Plans to use proceeds to repurchase up to $25.8 million of outstanding 5.75% convertible notes due 2028 and approximately $80.0 million to repurchase common shares from certain purchasers, reducing some liabilities and returning capital to holders.

Negative

• Offering is subject to market conditions and other factors, so completion on the stated terms is not guaranteed.
• Issuance of $400.0 million of convertible notes could lead to future equity dilution upon conversion, depending on final conversion terms.
• Use of proceeds is contingent on consummation of the Acquisition; if the Acquisition does not close, proceeds will be used for general corporate purposes, changing the expected allocation.

Insights

Financial Analyst

TL;DR: $400M convertible offering funds acquisition and buybacks; mixed impact due to financing benefits and potential dilution.

The company announced a $400 million Rule 144A convertible senior note offering due 2030, with explicit allocations: $275.0 million for the Ceres Partners acquisition, up to $25.8 million to retire existing 5.75% 2028 notes, and about $80.0 million to repurchase common shares from certain purchasers. This structure provides near-term funding for a strategic acquisition while addressing legacy liabilities and effecting targeted share repurchases.

Key considerations for investors include the convertible nature of the securities, which can be dilutive upon conversion, and the fact the offering is subject to market conditions; both items create execution risk and potential capital-structure changes that will affect per-share metrics once terms and conversions are known.

M&A / Corporate Finance Specialist

TL;DR: Financing aligns with the planned acquisition but outcome depends on consummation and final offering terms.

The explicit earmarking of $275.0 million to fund the Ceres Partners acquisition signals intent to secure acquisition financing prior to closing. The combination of debt-financing and selective share repurchases indicates a blended approach to financing and stakeholder treatment: funding growth while reducing certain legacy instruments.

Material uncertainty remains because the offering is subject to market conditions and the Acquisition may not close; if the Acquisition fails, proceeds are redirected to general corporate purposes including potential debt repayment. The ultimate impact will hinge on final pricing, conversion mechanics, and the Acquisition's completion.

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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): August 11, 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 8.01. Other Events.

On August 11, 2025, WisdomTree, Inc. (the “Company”) issued a press release announcing that it had commenced a private offering, subject to market conditions and other factors, of $400 million aggregate principal amount of convertible senior notes due 2030 (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 Company intends to use $275.0 million of the net proceeds from the offering of the Notes to pay the closing consideration for its previously announced acquisition of Ceres Partners, LLC (the “Acquisition”). The Company also intends to use a portion of the net proceeds from the offering to repurchase up to all $25.8 million in aggregate principal amount of its remaining outstanding 5.75% convertible senior notes due 2028, approximately $80.0 million of the net proceeds from the offering to repurchase shares of the Company’s common stock from certain purchasers of the Notes, and the remainder of the net proceeds from the offering, if any, for working capital and other general corporate purposes, which may include the repayment of indebtedness, including under its 3.25% convertible senior notes due 2026 and its 3.25% convertible senior notes due 2029. If the Acquisition is not consummated, the Company intends to use the proceeds it would have otherwise used to finance the Acquisition for general corporate purposes as described above. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:  

Exhibit No.		Description
99.1		Press release, dated August 11, 2025, issued by WisdomTree, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

This 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.

In particular, forward-looking statements in this Current Report on Form 8-K may include statements about the proposed terms of the Notes, the size of the Notes offering, the expected use of the proceeds from the sale of the Notes, (including to finance the Acquisition), the consummation of the Acquisition and other statements contained in this Current Report on Form 8-K that are not historical facts. Forward-looking statements are subject to many risks and uncertainties, including without limitation, risks related to or associated with whether the Company will consummate the offering of the Notes on the expected terms, or at all, which could differ or change based upon market conditions or other reasons, and the other risks set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in subsequent reports filed with or furnished to the Securities and Exchange Commission.

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 11, 2025	By:		/s/ Bryan Edmiston
			Bryan Edmiston
			Chief Financial Officer

FAQ

What did WisdomTree (WT) announce in this 8-K?

The company announced a private Rule 144A offering of $400.0 million aggregate principal amount of convertible senior notes due 2030 and attached a press release as Exhibit 99.1.

How will WisdomTree use the proceeds from the $400M offering?

The company intends to use $275.0 million to fund the acquisition of Ceres Partners, up to $25.8 million to repurchase certain 5.75% notes due 2028, about $80.0 million to repurchase common shares from certain purchasers, and the remainder for working capital or debt repayment.

Are there contingencies or conditions on the offering?

Yes. The offering is subject to market conditions and other factors, so the company may not consummate the offering on the expected terms or at all.

What happens if the Acquisition of Ceres Partners is not consummated?

If the Acquisition is not consummated, the company intends to use the proceeds that would have financed the Acquisition for general corporate purposes, as described in the filing.

Will this filing change WisdomTree's existing debt structure?

The company expects to use proceeds potentially to repay indebtedness, including its 3.25% convertible notes due 2026 and 3.25% convertible notes due 2029, though specific repayments are subject to final decisions and availability.