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): April 30, 2024

WisdomTree, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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.  ¨

The information set forth under “Item 3.03 Material Modification to Rights of Security Holders” of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

On April 30, 2024, WisdomTree, Inc. (the “Company”) entered into Amendment No. 5 (the “Amendment”) to the Stockholder Rights Agreement, dated as of March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended (the “Rights Agreement”).

The Amendment amends the Rights Agreement by amending the terms relating to “Determinations and Actions by the Board of Directors”, replacing Section 29 of the Rights Agreement in its entirety with the terms as set forth in the Amendment attached hereto as Exhibit 4.1, to (a) remove (i) that the Company has the “exclusive” power and authority to administer the Rights Agreement and (ii) that all actions, calculations, interpretations and determinations necessary or advisable for the administration of the Rights Agreement done or made by the Board of Directors of the Company (the “Board”) in good faith are final, conclusive and binding on all parties, and (b) provide that nothing in the Rights Agreement shall be deemed to limit or eliminate the fiduciary duties of the Board under applicable law.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Supplemental Disclosures to the Company’s Definitive Proxy Statement, dated April 29, 2024 (the “Proxy Statement”)

The disclosure in the footnote on page 43 of the Proxy Statement is hereby amended and supplemented by adding the following sentence as the last sentence of the footnote:

Pursuant to Amendment No. 5 to the Rights Agreement, the Rights Agreement was amended (a) to remove: (i) that the Company has the “exclusive” power and authority to administer the Rights Agreement and (ii) that all actions, calculations, interpretations and determinations necessary or advisable for the administration of the Rights Agreement done or made by the Board in good faith are final, conclusive and binding on all parties, and (b) to provide that nothing in the Rights Agreement shall be deemed to limit or eliminate the fiduciary duties of the Board under applicable law.

(d) Exhibits:

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.