false
0000880631
0000880631
2026-03-13
2026-03-13
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):
March 13, 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 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 March 13, 2026, WisdomTree, Inc. (the “Company”
or the “Buyer’s Guarantor”) and WisdomTree International Holdings Ltd (the “Buyer”), a wholly-owned subsidiary
of the Company, entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Atlantic House Holdings Limited,
a private limited company incorporated in England and Wales (“Atlantic House”), the shareholders of Atlantic House (together,
the “Sellers”), the EBT Trustee and the Individual Guarantor (each as defined in the Purchase Agreement), pursuant to which
the Buyer agreed to acquire from the Sellers all of the issued and outstanding share capital of Atlantic House (the “Acquisition”),
subject to the terms and conditions set forth therein.
Pursuant to the Purchase Agreement, the Buyer
has agreed to acquire Atlantic House for £150.0 million (approximately $200.0 million) in cash payable at the closing of the Acquisition
(the “Closing”), plus additional consideration in respect of certain working capital loans (part of which is payable at Closing
and part of which is deferred), and in each case subject to customary post-closing adjustments, including adjustments to cash, indebtedness
and working capital.
The Buyer, the Buyer’s Guarantor, the Sellers
and the Individual Guarantor each have made customary warranties in the Purchase Agreement with respect to their respective abilities
to enter into and consummate the Acquisition. In addition, concurrently with the execution of the Purchase Agreement, certain of the
Sellers entered into a Management Warranty Deed with the Buyer, pursuant to which such Sellers provided warranties relating to the business
of Atlantic House, including with respect to tax matters. The Buyer and the Sellers have agreed under the Purchase Agreement to make
certain undertakings in seeking regulatory approvals and to maintain the confidentiality of certain information not otherwise required
to be disclosed under applicable law. The Sellers and Atlantic House also have agreed to carry on the business of Atlantic House in the
ordinary course consistent with past practice and not to take certain actions during the period between entry into the Purchase Agreement
and the Closing. The Sellers have agreed to certain non-competition and non-solicitation covenants. The Buyer also has agreed to matters
relating to the employment of continuing employees of Atlantic House Group Limited (“AHGL”), a wholly-owned subsidiary of
Atlantic House. The Sellers will be subject to customary warranties for transactions of this type, including with respect to breaches
of warranties and other specified matters; provided that the Buyer has obtained a warranty and indemnity insurance policy related to
certain risks associated with the Acquisition. The warranties given by the Sellers are subject to caps and time limits with respect to
breaches of certain warranties. The Buyer will be subject to limited warranties customary for a transaction of this type. The Buyer’s
Guarantor has agreed to guarantee the timely payment and performance of each of the obligations of the Buyer under the Purchase Agreement.
The Acquisition is expected to close in the second
quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including obtaining regulatory approvals and
financing. In addition, the Acquisition includes a requirement for the CEO of Atlantic House to enter into an employment agreement with
AHGL. In addition, the Buyer has the right to terminate the Purchase Agreement if a material adverse change (a “MAC Event,”
as defined in the Purchase Agreement) occurs prior to Closing.
The Purchase Agreement will terminate if the
Closing has not occurred on or prior to June 13, 2026, subject to the parties agreeing to extend such date. If the Buyer has not satisfied
the financing condition in full within 20 business days of the later of all other conditions being satisfied or waived in accordance
with the Purchase Agreement and May 4, 2026, then the Sellers may terminate the Purchase Agreement and the Buyer will be required to
pay certain of the Sellers £5.0 million (approximately $6.7 million).
A copy of the Purchase Agreement and Management
Warranty Deed are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The foregoing description of the Purchase Agreement and Management Warranty Deed does not purport to be complete and is qualified in
its entirety by reference to such exhibits. The representations, warranties and covenants contained in the Purchase Agreement were made
only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may
be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures, and may have been made for
the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts;
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the
actual state of facts or condition of the Buyer, Atlantic House, the Sellers or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase
Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 7.01. | Regulation FD Disclosure. |
On March 16, 2026, the Company issued a press
release announcing its entry into the Purchase Agreement. A copy of the press release containing this information is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing
of the Company under the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K may contain a
number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about the Company’s ability to achieve its financial and business plans,
goals and objectives and drive stockholder value, including with respect to its ability to successfully implement its strategic goals
relating to the acquisition of Atlantic House and other risk factors discussed from time to time in the Company’s filings with the
SEC, including those factors discussed under the caption “Risk Factors” in its most recent annual report on Form 10-K, filed
with the SEC on February 25, 2026, and in subsequent reports filed with or furnished to the SEC. These forward-looking statements are
based on the Company’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions
concerning future events. These forward-looking statements are not guarantees of future performance, conditions or results, and involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s
management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Forward-looking statements included in this release speak only as of the date of this release. The Company does not undertake any obligation
to update its forward-looking statements to reflect events or circumstances after the date of this release except as may be required by
the federal securities laws.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| 2.1* + |
Sale and Purchase Agreement by and among the Company, WisdomTree International Holdings Ltd, Atlantic House Holdings Limited, the shareholders of Atlantic House, the EBT Trustee and the Individual Guarantor (each as defined therein), dated March 13, 2026 |
| 2.2* + |
Management Warranty Deed relating to Atlantic House Holdings Limited between the Warrantors (as defined therein) and WisdomTree International Holdings Ltd, dated March 13, 2026 |
| 99.1 |
Press Release, dated March 16, 2026, relating to the execution of the Atlantic House Purchase Agreement |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits contained in this document have been omitted from this
Current Report on Form 8-K and will be furnished to the SEC supplementally upon request. |
| + | Certain
confidential information contained in this document has been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The Company
agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
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 16, 2026 |
|
By: |
/s/ Bryan Edmiston
|
| |
|
|
Bryan Edmiston |
| |
|
|
Chief Financial Officer |
Exhibit 99.1
WisdomTree to Acquire Atlantic House Holdings
Limited, Expanding Global ETF Lineup with Defined Outcome and Derivatives Capabilities
Adds scaled
derivatives ETF capabilities to accelerate growth in defined outcome strategies
Expands
WisdomTree’s Models and Portfolio Solutions capabilities and strengthens UK distribution presence
NEW YORK & LONDON, 16 March 2026 – WisdomTree, Inc.
(NYSE: WT), a global financial innovator, today announced that it has entered into a definitive agreement to acquire Atlantic House Holdings
Limited (“Atlantic House”), a London-based systematic manager specializing in defined outcome and derivatives-driven investment
strategies, with approximately £4.11 billion
(approximately $5.5 billion) in assets under management.
The acquisition advances WisdomTree’s strategy of combining strong
organic growth with disciplined inorganic expansion and enhances its long-term growth profile through expanded product capabilities, broader
distribution, and a deeper model portfolio footprint.
Key Highlights:
| · | Expands global defined outcome and derivatives ETF capabilities, accelerating
product innovation and launch capacity |
| · | Extends WisdomTree’s Models and Portfolio Solutions platform into the
UK wealth market |
| · | Enhances cross-distribution through established UK adviser relationships and
broader European reach |
| · | Accelerates growth, diversifies revenues and expands revenue yields and margins |
| · | Modestly accretive in 2026, with future upside from revenue synergies and
operating scale |
The purchase price is £150 million (approximately $200 million),
payable at closing, subject to customary adjustments. The transaction is expected to close in Q2 2026, subject to approvals, financing
and other customary closing conditions.
Strategic Rationale:
Advancing Active ETF and Defined Outcome Capabilities
The acquisition strengthens WisdomTree’s position in one of the
fastest-growing segments of asset and wealth management by bringing in house established derivatives and systematic investment expertise
with a proven track record. It expands the firm’s ability to design, launch and scale differentiated active ETFs and outcome-oriented
strategies across global markets.
1
Source: Atlantic House, as of March 11, 2026
Expanding Models and Portfolio Solutions Platform
The acquisition also extends WisdomTree’s Models and Portfolio
Solutions platform into the UK, building on established momentum in the United States. The added scale enhances portfolio construction
capabilities, supports asset durability within the wealth channel and improves the resilience and quality of the firm’s revenue
mix over time.
Expanding UK Adviser Distribution with Global Application
Atlantic House brings established relationships across the UK independent
financial adviser market, enhancing WisdomTree’s distribution reach and supporting accelerated growth. This mirrors WisdomTree’s
successful integrations of Boost ETP in 2014 and ETF Securities in 2018, where existing relationships helped scale the UCITS platform
to approximately $15 billion in assets2.
Disciplined and Growth-Oriented Transaction
The acquisition is expected to be modestly accretive and is consistent
with WisdomTree’s disciplined capital allocation framework. By combining complementary product capabilities and distribution strengths,
the transaction positions the firm for incremental revenue growth through product expansion, cross-distribution and enhanced model portfolio
capabilities.
Jonathan Steinberg, WisdomTree’s Founder and CEO, said,
“Atlantic House strengthens WisdomTree across multiple dimensions. It enhances our defined outcome and derivatives capabilities,
expands our Models and Portfolio Solutions platform in the UK, and deepens our presence within the wealth channel. Importantly, it aligns
with our disciplined capital allocation framework while positioning the firm for incremental revenue growth. This transaction also advances
our multi-year strategy to build a more diversified and higher-quality growth platform, expanding on WisdomTree’s 2025 acquisition
of Ceres Partners, LLC and our strategic entry into private markets.”
Tom May, Chief Executive Officer of Atlantic House, added, “Joining
WisdomTree enables us to enhance our investment offering through WisdomTree’s extensive research capabilities and distribution platform.
We see a significant opportunity to broaden access to our strategies across Europe and the United States, while continuing to serve our
existing clients with the same disciplined approach and investment philosophy. Our products will continue to be managed by the same investment
team, under my leadership as Global CIO, Outcome and Derivative Strategies at WisdomTree.”
Following the closing of the transaction, Atlantic House’s investment
team will continue to manage existing strategies while working with WisdomTree to expand capabilities across ETF and model portfolio platforms.
2
Source: WisdomTree as of March 11, 2026
Alexis Marinof, CEO, Europe, WisdomTree, said, “This acquisition
represents an important step in our global growth strategy. Atlantic House has built a differentiated defined outcome, derivatives and
model platform with a disciplined investment approach and established client relationships, aligning closely with our strategy to deliver
scalable, innovative capabilities to meet evolving client needs. We look forward to welcoming the team to WisdomTree.”
This transaction advances WisdomTree’s strategy of expanding in
structurally growing segments of asset management, including active ETFs, outcome-oriented alternatives and managed models. By integrating
differentiated derivatives expertise with its global distribution network, the firm enhances its ability to innovate across public markets
while deepening its presence in the wealth channel. Together with its existing strengths in ETFs, private markets and tokenization, the
acquisition strengthens the firm’s capacity to deliver differentiated exposures and long-term value for clients and stockholders.
Following the completion of the transaction, it is anticipated that
WisdomTree will manage approximately $163 billion3
in assets globally.
Advisors
Goodwin Procter LLP is acting as legal counsel
to WisdomTree. Piper Sandler & Company is serving as exclusive financial advisor to Atlantic House and DAC Beachcroft LLP and Ogilvy
& Wachtel are acting as legal counsel to the shareholders of Atlantic House.
About WisdomTree
WisdomTree is a global financial innovator,
offering a diverse suite of exchange-traded products (ETPs), models and solutions, private market investments and digital asset-related
products. Our offerings empower investors to shape their financial future and equip financial professionals to grow their businesses.
Leveraging the latest financial infrastructure, we create products that emphasize access and transparency and provide an enhanced user
experience. Building on our heritage of innovation, we offer next-generation digital products and services related to tokenized real world
assets and stablecoins, as well as our institutional platform, WisdomTree Connect™, and blockchain-native digital wallet, WisdomTree
Prime®*, and have expanded into private markets through the acquisition of Ceres Partners’ U.S. farmland platform.
* The WisdomTree Connect institutional platform and WisdomTree Prime
digital wallet and digital asset services are made available through WisdomTree Digital Movement, Inc., a federally registered money
services business, state-licensed money transmitter and financial technology company (NMLS ID: 2372500) or WisdomTree Digital Trust Company,
LLC, and may be limited where prohibited by law. WisdomTree Digital Trust Company, LLC is chartered as a limited purpose trust company
by the New York State Department of Financial Services to engage in virtual currency business. Visit https://www.wisdomtreeconnect.com,
https://www.wisdomtreeprime.com or the WisdomTree Prime mobile app for more information.
3
Source: WisdomTree and Atlantic House as of March 11, 2026
WisdomTree currently has approximately $157 billion in assets under
management globally, inclusive of assets managed by Ceres Partners, LLC as of the last reportable period.
For more information about WisdomTree, WisdomTree Connect and WisdomTree
Prime, visit: https://www.wisdomtree.com.
Please visit us on X at @WisdomTreeNews.
WisdomTree® is the marketing name for WisdomTree, Inc. and its subsidiaries
worldwide.
PRODUCTS AND SERVICES AVAILABLE VIA WISDOMTREE CONNECT AND WISDOMTREE
PRIME:
NOT FDIC INSURED | NO BANK GUARANTEE | NOT A BANK DEPOSIT | MAY LOSE
VALUE | NOT SIPC PROTECTED | NOT INSURED BY ANY GOVERNMENT AGENCY
The products and services available through WisdomTree Connect and the
WisdomTree Prime app are not endorsed, indemnified or guaranteed by any regulatory agency.
About Atlantic House
Atlantic House is a leading derivatives-based investment manager, supporting
multi-asset investors globally in building more predictable, resilient, and effective portfolios.
Specialising exclusively in derivatives, the firm combines deep expertise
with robust risk management to deliver efficient, innovative, and tailored investment solutions. This focus allows clients to navigate
uncertainty with confidence.
Atlantic House manages a range of market-leading strategies designed
to meet specific investment objectives. These include the £2.5 billion Atlantic House Defined Returns Fund, the cornerstone of the
firm’s Defined Return capability, alongside specialist strategies in Liquid Alternatives, Equity Replacement, Fixed Income, and
Hedging, as well as bespoke structured notes offered through the firm’s solutions business.
About Albemarle Street Partners
Albemarle Street Partners, a part of Atlantic House, provides multi-asset
solutions and acts as a trusted partner to independent financial advisers. With a disciplined and academically robust investment approach,
they offer responsible, high-quality investment solutions, including multi-asset funds and model portfolios that reflect each adviser’s
unique advice philosophy.
Committed to supporting advisers’ propositions and long-term business
growth, Albemarle Street Partners looks to deliver consistent outcomes while providing excellent service and value for money.
Backed by an experienced team, the firm seeks to make a positive impact
for advisers and their clients.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain a number of “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to,
statements about our ability to achieve our financial and business plans, goals and objectives and drive stockholder value, including
with respect to our ability to successfully implement our strategic goals relating to our acquisition of Atlantic House and other risk
factors discussed from time to time in WisdomTree’s filings with the Securities and Exchange Commission (“SEC”), including
those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC
on February 25, 2026, and in subsequent reports filed with or furnished to the SEC. These forward-looking statements are based on WisdomTree’s
management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside WisdomTree’s management’s control,
that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements
included in this release speak only as of the date of this release. WisdomTree does not undertake any obligation to update its forward-looking
statements to reflect events or circumstances after the date of this release except as may be required by the federal securities laws.
Contact Information
Media Relations
WisdomTree, Inc.
Jessica Zaloom
+1.917.267.3735
jzaloom@wisdomtree.com
Arran Fano
WisdomTree Europe
+44 20 7448 4336
afano@wisdomtree.com
Investor Relations
WisdomTree, Inc.
Jeremy Campbell
+1.917.267.3859
Jeremy.Campbell@wisdomtree.com
Category: Business Update