UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K
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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 5, 2024
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WisdomTree, Inc.

(Exact name of registrant as specified in its charter)

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250 West 34^th Street

3^rdFloor

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)
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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.  ¨

On August 5, 2024, WisdomTree Asset Management, Inc. (“WTAM”), a wholly-owned subsidiary of WisdomTree, Inc., received a “Wells Notice” from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) advising WTAM that the Staff has made a “preliminary determination” to recommend that the SEC file an enforcement action against WTAM alleging violations of certain provisions of the U.S. federal securities laws. The recommendation may involve a civil injunctive action or other action allowed by law, and may seek remedies that include injunctions, disgorgement, pre-judgement interest, civil money penalties and such other relief as may be available.

The alleged violations relate to three exchange-traded series of WisdomTree Trust managed by WTAM that pursued ESG-focused investment strategies (collectively, the “ESG Funds”). The Board of Trustees of WisdomTree Trust, after careful consideration of various factors, including the persistent lack of investor demand and limited prospects for future asset growth, approved the liquidation of the ESG Funds in December 2023. Each ESG Fund completed its liquidation in February 2024. During their periods of operations, the ESG Funds had, in the aggregate, average assets under management of approximately $119 million.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. WTAM maintains that its actions have been in compliance with all applicable laws and regulations, and intends to pursue the Wells Notice process, which will include the opportunity to respond to the Staff’s position.

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.