WT Wisdomtree, Inc. - 8-K

Item 3.02. Unregistered Sales of Equity Securities.

Convertible Notes

On March 23, 2026, WisdomTree, Inc. (the “Company”)
priced an offering of $525.0 million aggregate principal amount of 4.50% convertible senior notes due 2031 (the “Notes”).
In connection therewith, the Company entered into a purchase agreement (the “Purchase Agreement”) with an investment bank,
as representative of several initial purchasers (the “Initial Purchasers”), pursuant to which the Company agreed to sell the
Notes to the Initial Purchasers, subject to customary closing conditions, on March 30, 2026. Pursuant to the Purchase Agreement, the Company
also agreed to grant the Initial Purchasers an option to purchase, for settlement during a period of 13 days from, and including, the
date the Notes are first issued, up to an additional $78.75 million aggregate principal amount of the Notes.

The Notes will mature on October 1, 2031, unless earlier
purchased, redeemed or converted. Holders 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 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 (equivalent to an initial conversion price
of approximately $21.58 per share), 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.

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.

The Notes and the 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.

Notes Exchange

On March 23, 2026, concurrently with the pricing of the Notes,
the Company entered into separate, privately negotiated exchange agreements with certain holders of the Company’s (i) outstanding
3.25% convertible senior notes due 2026 (the “2026 Notes”) to exchange $75.0 million in aggregate principal amount of the
2026 Notes for approximately 6.81 million shares of its common stock, and approximately $0.7 million in cash in respect of accrued and
unpaid interest on such 2026 Notes, and (ii) outstanding 3.25% convertible senior notes due 2029 (the “2029 Notes”) to exchange
$275.0 million in aggregate principal amount of the 2029 Notes for approximately $302.7 million in cash and approximately 4.19 million
shares of its common stock, and approximately $1.1 million in cash in respect of accrued and unpaid interest on such 2029 Notes, in each
case, on terms negotiated with each holder (the “Notes Exchange”). Closing of the Notes Exchange is expected to take place
on or about March 30, 2026. Immediately following the closing of the Notes Exchange, $75.0 million in aggregate principal amount of the
2026 Notes and $70.0 million in aggregate principal amount of the 2029 Notes will remain outstanding.

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.

Item 8.01. Other Events.

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.

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