UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )

_________________

Check the appropriate box:

WisdomTree, Inc.
(Name of Registrant as Specified In Its Charter)

______________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

2026

Notice of Annual Meeting
and Proxy Statement

WisdomTree, Inc.

Notice of 2026 Annual Meeting of Stockholders

We cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of WisdomTree, Inc. (“WisdomTree”, the “Company”, “we” or “our”). Stockholders as of the record date for the Annual Meeting are entitled to vote on the items set forth below. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

See the “General Information for Stockholders About the Annual Meeting” section of the proxy statement on page 10 for information about voting and attending the Annual Meeting.

Voting Matters and Board Recommendations

At or before the Annual Meeting, we ask that you vote on the following items:

In addition, stockholders are asked to transact any other business that may properly come before the meeting or any postponements or adjournments thereof.

WisdomTree, Inc. | 2026 Proxy Statement

Please follow the easy instructions on your proxy card or voting instruction form to vote in any of the following ways:

A list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting on a reasonably accessible electronic network for a period of ten (10) days prior to the Annual Meeting date. Please email Marci Frankenthaler, Secretary, at mfrankenthaler@wisdomtree.com if you wish to examine the stockholder list prior to the Annual Meeting.

It is very important that your shares be represented and voted at the virtual Annual Meeting no matter how many shares you own. Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or by mailing the proxy card or voting instruction form in the postage-paid envelope provided. Returning your proxy or voting instruction form or voting over the internet or by telephone does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the virtual Annual Meeting.

By order of the Board of Directors,

Marci Frankenthaler, Secretary

WisdomTree, Inc. | 2026 Proxy Statement

IMPORTANT

Your vote at this year’s Annual Meeting is important, no matter how many or how few shares you own.

All stockholders are invited to attend the virtual Annual Meeting. Whether or not you expect to attend the virtual Annual Meeting, we respectfully urge you to vote over the internet, by telephone or by signing, dating and returning the enclosed proxy card as promptly as possible. Stockholders who execute a proxy card may nevertheless attend the virtual Annual Meeting, revoke their proxy and vote their shares during the virtual Annual Meeting. “Street name” stockholders who wish to vote their shares during the virtual Annual Meeting will need to obtain a legal proxy from the bank, broker or other nominee in whose name their shares are registered. The instructions for voting over the internet or by telephone are provided on your proxy card.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the virtual Annual Meeting as described in this proxy statement.

WisdomTree, Inc. | 2026 Proxy Statement

Table of Contents

WisdomTree, Inc. | 2026 Proxy Statement

Unless otherwise indicated, references to “the Company,” “we,” “us,” “our” and “WisdomTree” mean WisdomTree, Inc. and its subsidiaries.

WisdomTree®, WisdomTree Connect™, WisdomTree Prime® and Modern Alpha® are trademarks of WisdomTree, Inc. in the United States and in other countries. All other trademarks are the property of their respective owners.

WisdomTree, Inc. | 2026 Proxy Statement

WisdomTree, Inc.  |  250 West 34th Street, 3rd Floor  |  New York, NY 10119

Proxy Statement for the 2026 Annual
Meeting of Stockholders

To be Held on June 17, 2026

Proxy Summary

This summary does not contain all the information that you should consider before voting. Please read this entire proxy statement carefully. For more information about our 2025 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025, a copy of which is available on our investor relations website at https://ir.wisdomtree.com/sec-filings/annual-reports.

This proxy statement and our annual report are first being mailed on or about April 29, 2026 to stockholders entitled to vote at the Annual Meeting.

About our Company

WisdomTree, Inc. 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.

Corporate Performance Highlights

Strong Performance

•  Our business delivered strong progress in 2025 as we advanced our long-term strategic initiatives and further strengthened the foundation for durable growth. We ended the year with AUM of $144.5 billion at December 31, 2025, up 31.6% as compared to the prior year, driven by favorable market conditions and net inflows of $8.5 billion, representing annualized organic growth of approximately 8%. Revenues and operating income increased 15.4% and 26.9%, respectively, year over year, driving approximately 300 basis points of operating margin expansion, supported by higher average AUM, improved revenue capture and continued operating discipline. These results underscore the resilience of our business model and the benefits of our strategy to diversify revenue streams and enhance earnings quality.

•  A significant strategic milestone in 2025 was the acquisition of Ceres Partners, LLC (“Ceres”), which marked our entry into private assets and added exposure to U.S. farmland, which we believe to be one of the largest and most underpenetrated real asset classes. At December 31, 2025, we managed $1.9 billion in farmland-based strategies, an asset class with low correlation to traditional financial markets that enhances the diversification of our overall platform. This acquisition also increased our revenue capture and resulted in operating margin expansion of more than 200 basis points.

•  Our Portfolio Solutions business continued to gain traction. Assets under advisement in our models offering reached $6.1 billion, an increase of approximately 60% from the prior year, supported by deeper engagement across major wealth platforms and registered investment advisers. The program provides advisors with customized evaluations, a suite of model portfolios and shared CIO services designed to support scalable, repeatable investment processes. In addition,

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our strategic minority investment in, and multi-year collaboration with, Quorus Inc. (“Quorus”), a technology-driven asset manager and registered investment adviser with platform capabilities for delivering customizable tax-efficient portfolio solutions, enables certain of our investment strategies to be implemented in separately managed accounts (“SMAs”) via the Quorus platform, and our model portfolios to be made available there, with integrated trading and rebalancing, providing advisors with additional customization options and implementation flexibility, and expanding our reach within the wealth management ecosystem. Together, these initiatives contribute to more consistent and higher-quality revenue streams.

•  We also achieved notable growth in digital assets. Digital assets AUM increased to $0.8 billion as of December 31, 2025, driven primarily by the expansion of our tokenized money market offering, the WisdomTree Treasury Money Market Digital Fund. Early adoption of this product highlights the broader potential for tokenization across real world assets, including future applications in fixed income and equities. Institutional clients access our tokenized mutual funds (“Digital Funds”) through WisdomTree Connect, while WisdomTree Prime provides direct-to-consumer access to digital assets such as bitcoin, ether, tokenized gold, U.S. dollar tokens and 15 Digital Funds. Our continued focus on “responsible DeFi” ensures these offerings remain aligned with regulatory standards while positioning us at the forefront of blockchain-enabled financial innovation.

•  Our initiatives across ETPs, private assets, digital assets, models and SMAs are integral to our long-term growth strategy and are intended to drive sustained AUM growth, revenue diversification, improved revenue capture and stronger operating margins. We believe this strategic alignment positions us to continue delivering stockholder value and driving future performance.

Balance Sheet Management

•  In August 2025, we completed a private offering of $475.0 million in aggregate principal amount of 4.625% convertible senior notes due 2030 (the “2030 Notes”) to facilitate the Ceres acquisition. Concurrent with the issuance, we repurchased approximately 6.8 million shares of our common stock and extinguished $24.0 million in aggregate principal amount of our 5.75% convertible senior notes due 2028 (the “2028 Notes”). We subsequently extinguished the remaining $1.8 million principal amount of these 2028 Notes in November 2025.

•  In March 2026, we completed a private offering of $603.75 million in aggregate principal amount of 4.50% convertible senior notes due 2031 to facilitate the pending acquisition of Atlantic House Holdings Limited. Concurrent with the pricing of the offering, we entered into privately negotiated exchange transactions with certain holders of our 3.25% convertible senior notes due 2026 and our 3.25% convertible senior notes due 2029, pursuant to which we exchanged an aggregate of $350.0 million principal amount of such notes for a combination of cash and shares of our common stock.

•  We continue to return capital to our stockholders in the form of a quarterly cash dividend, which we have paid consecutively since 2014. Over the last three years, we also have repurchased approximately 15.5 million shares of our common stock for an aggregate cost of approximately $169.2 million, inclusive of the 6.8 million shares repurchased in August 2025 described above.

Disciplined Risk Management

•  Our Board of Directors (“Board”) actively oversees the development of strategic objectives and receives updates on the implementation of strategic plans throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of such strategic plans.

•  In addition, we have a Global Risk Committee, consisting of members of senior management, which oversees risks both inside and outside of the firm, including any heightened or changed risks as they relate to independent third-party service providers. The Global Risk Committee meets quarterly and reports to the Audit Committee of the Board at regularly scheduled Audit Committee meetings.

•  We have a robust cybersecurity and artificial intelligence (AI) risk management program that identifies, assesses and treats cybersecurity and AI-related risks, which is directed by our Chief Information Officer (“CIO”) and overseen by the Audit Committee. The CIO regularly reports to the Audit Committee on our cybersecurity and AI risks, and the chair of the Audit Committee reports on these discussions to the Board.

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Mission, Vision, Values

We strive to differentiate ourselves in the asset management industry through our sense of community and purpose integrated into our culture, where every employee has a voice. Guided by our mission, vision and values and a defined framework for growth, we believe we are well positioned for success.

Our mission is to deliver a better financial experience through the quality of our products, solutions and engagement.

Our vision is to be the leader in delivering best structured access to global asset classes, empowering clients through innovative solutions and long-term performance.

Our values are grounded in:

•  Excellence and Innovation – we strive to be great every day, and we relentlessly focus on improving our process, products and solutions to drive positive change in the business and continually advance our mission.

•  Transparency and Accountability – we always strive to do the right thing, without shortcuts or exceptions, and we learn from our mistakes and celebrate success.

•  Having Fun – we work with integrity and purpose and support each other as a global team.

Corporate Responsibility

Corporate responsibility is embedded throughout our business, which we believe benefits our employees, stockholders and other stakeholders. We have made a firmwide commitment to incorporate corporate responsibility efforts through various initiatives, including working to enhance our employee experience through training and the provision of employee benefits, investing in our community through firmwide service projects, caring for our environment and continuously striving to improve corporate governance. We are proud to have built an inclusive workforce across our entire organization.

We have a Global Sustainability Committee to drive corporate responsibility efforts and advance our long-term sustainability strategy, with oversight from our Board, the Nominating and Governance Committee and our executive management team. Our Global Sustainability Committee is comprised of leaders throughout the firm and is responsible for developing and implementing our corporate sustainability strategy across the Company.

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Included below are highlights of our corporate responsibility programs and practices. Our Corporate Responsibility Report, available on our investor relations website at https://ir.wisdomtree.com/company-information/corporate-responsibility/, provides additional details about these programs and policies and the corporate sustainability positioning of our firm as a whole.

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Board of Directors Highlights

We have an independent and highly qualified Board that oversees WisdomTree’s strategy and performance with the best interests of all stockholders in mind. Our Board is strongly committed to effective corporate governance. Over the past several years, our Board has undergone significant refreshment, adding directors with complementary experience and perspectives. During this period, committee leadership has been thoughtfully rotated, and all committee chair positions are currently held by directors who joined the Board within the past several years.

Win Neuger, a Board member with extensive global asset management experience, will serve out his remaining term expiring at the Annual Meeting and will not stand for re-election. The Board sincerely thanks Mr. Neuger for his distinguished service, outstanding leadership – including as a former Board chair and chair of the Compensation Committee and Nominating and Governance Committee – and his many valuable contributions over years of dedicated service as a director.

In light of Mr. Neuger’s planned departure and the importance of maintaining relevant industry expertise on the Board, the Nominating and Governance Committee recommended, and the Board unanimously nominated, Frank Salerno, together with the current Board members other than Mr. Neuger, to be included in the Board’s slate to stand for election at the Annual Meeting. Mr. Salerno brings significant experience in the asset management industry, including many years in senior leadership roles at large asset management firms, as well as prior service on our Board. His nomination reflects the Board’s continued focus on maintaining an appropriate balance of experience and refreshed perspectives.

Set forth below is additional information about the director nominees, including age, independence, tenure, other board service and committee memberships:

*    Financial Expert            M = Member            C = Chair

(1) Mr. Salerno previously served as non-executive Chair of the Board from October 2019 to June 2023 and served as Lead Independent Director from July 2005 until October 2019.

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Board Responsiveness and Composition

The Board actively considers stockholder perspectives in its governance and composition decisions. In recent years, the Board has undertaken significant refreshment and governance enhancements, including the addition of new independent directors, rotation of committee leadership and declassification of the Board.

These actions reflect the Board’s commitment to maintaining an effective and appropriately composed Board. The Board continues to evaluate its composition to ensure an appropriate balance of skills, experience, tenure and perspectives. This includes maintaining relevant industry experience and benefiting from directors who bring deep knowledge of the Company alongside newer perspectives, aligned with the Company’s strategy and stockholder interests.

Director Qualifications and Experience

The following table provides an overview of the specific skills, experiences and areas of knowledge of our director nominees that allow the Board to effectively serve and represent the interests of our stockholders, customers and employees. In addition, directors gain substantial experience through serving on our Board, which involves significant exposure to the complex regulations and changing landscape of the financial services industry.

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Board Governance Overview

Our Board is committed to strong and effective governance and oversight. Annually, and more often as necessary, the Board reviews and enhances its practices for Board independence, accountability and effectiveness. Below are some highlights of our Board governance program.

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Executive Compensation

Impact of Total Shareholder Return on NEO Compensation

A significant portion of our executive compensation program is linked to total shareholder return (“TSR”), as follows:

•  relative TSR is a performance metric included in our performance-based incentive compensation program for our NEOs. As described in the Compensation Discussion and Analysis section of this proxy statement in the subsection titled “2025 Incentive Compensation Program and Results,” the 2025 funded payout percentage for this performance metric was 100% of target;

•  long-term incentive compensation is granted entirely in the form of equity awards, whose value is explicitly linked to TSR, and are comprised of both restricted stock awards and relative TSR-based performance-based restricted stock units (“PRSUs”);

•  PRSUs granted for 2025 performance in January 2026 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted; and

•  the payout on PRSUs that vested in January 2024, January 2025 and January 2026 was 200%, 200% and 199% of target, respectively.

Changes to be Effective in 2026

Beginning in February 2026, the Compensation Committee changed the methodology used to determine the target number of PRSUs granted to our NEOs, including PRSUs granted in January 2026 related to 2025 performance. Under the revised approach, the target number of PRSUs awarded is determined by dividing the target dollar value of the award by the closing price of our common stock on the grant date, which is the same methodology used to determine the number of shares underlying restricted stock awards.

Prior to this change, the Compensation Committee approved 2026 PRSU grants using the Company’s historical methodology, under which the target number of PRSUs granted was determined by dividing the target dollar value of the award by the grant-date fair value of the PRSU, in accordance with Financial Accounting Standards Board Accounting Standard Codification (“ASC”) Topic 718 Compensation – Stock Compensation (“ASC 718”), using a Monte Carlo simulation.

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In February 2026, the Compensation Committee approved the revised methodology described above and, in connection with that change, approved additional PRSU grants to our NEOs intended to align the aggregate target number of PRSUs granted in 2026 with the revised approach, while maintaining the same performance metrics, payout range and overall design of the PRSU program. These supplemental awards were separate grants with a three-year performance period from February 2026 through February 2029. The Compensation Committee made this change so that the number of shares delivered at target performance more directly corresponds to the stated target dollar value of the award and the change did not represent an increase in the dollar value of the target compensation opportunity approved for our NEOs.

2025 Total Compensation Pay Mix

The following charts reflect the elements of 2025 total compensation for (i) our CEO and (ii) our other NEOs, on average, as a percentage of their total compensation. Incentive compensation paid to our CEO is most heavily weighted toward long-term equity incentives, followed by our COO, and then our other NEOs. Long-term equity awards consist of restricted stock awards and PRSUs. PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of the long-term equity awards granted.

Compensation Program Best Practices

Our compensation programs incorporate best practices, including the following:

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General Information for Stockholders About
the Annual Meeting

Who is soliciting my vote?

The Board of Directors of WisdomTree, Inc. is soliciting your vote for the 2026 Annual Meeting of Stockholders (“Annual Meeting”).

How do I attend the Annual Meeting, and may I ask questions?

The Annual Meeting will be conducted virtually over the internet. Please go to www.virtualshareholdermeeting.com/WT26 for instructions on how to attend and participate. Any stockholder may attend and listen live to the webcast of the Annual Meeting over the internet at such site. Stockholders as of the record date of the Annual Meeting may submit questions while attending the Annual Meeting over the internet by using the 16-digit control number included in the proxy card or voting instructions that accompanied these proxy materials, may vote their shares, and will have access to the list of stockholders entitled to vote at the meeting.

In order to encourage stockholder participation and transparency, subject to our rules of conduct and procedures, we will:

•  provide stockholders attending the Annual Meeting with the ability to submit appropriate questions relating to an agenda item on which stockholders are entitled to vote during the Annual Meeting through the Annual Meeting website when such item is being considered;

•  provide management with the ability to answer as many questions submitted during the Annual Meeting in accordance with the meeting rules of conduct as possible in the time allotted for the Annual Meeting without discrimination;

•  address technical and logistical issues related to accessing the virtual meeting platform;

•  provide procedures for accessing technical support to assist in the event of any difficulties accessing the Annual Meeting; and

•  to the extent time permits, management may conduct an informal online question and answer session.

How many votes can be cast by all stockholders?

152,437,434 shares of our common stock were outstanding and entitled to be voted on April 23, 2026, the record date for determining stockholders eligible to vote. Each share of common stock is entitled to one vote on each matter.

What am I voting on?

There are three matters scheduled for a vote:

•  Proposal 1: Election of nine members of our Board (the “Director Election Proposal”);

•  Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

•  Proposal 3: Vote on an advisory resolution to approve the compensation of our named executive officers (the “Executive Compensation Proposal”).

How many votes are required to approve each proposal?

Director Election Proposal. Under our by-laws, the directors must be elected by the affirmative vote of a majority of the votes cast in uncontested elections, such as the election of directors at the Annual Meeting. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee.

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Abstentions and broker non-votes, if any, will have no effect on the election of the nominees. Any nominee who does not receive a majority of votes cast “for” their election would be required to tender their resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the stockholder vote, the Nominating and Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and disclose its decision-making process.

Auditor Ratification Proposal. The affirmative vote of a majority of votes cast is necessary for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Executive Compensation Proposal. The affirmative vote of a majority of votes cast is necessary for the approval of the advisory resolution to approve the compensation of our named executive officers. Abstentions and broker non-votes, if any, will have no effect on this proposal.

What are “broker non-votes”?

A broker non-vote occurs when the bank, broker or nominee holding shares in street name has not received voting instructions from the beneficial owner and either elects not to vote the shares on a routine matter at the stockholders meeting or is not permitted to vote those shares on a non-routine matter.

If you are a beneficial owner whose shares of record are held by a bank, broker or other nominee (sometimes called “street name” or “nominee name”), you may instruct your bank, broker or other nominee how to vote your shares. If you do not give instructions to your bank, broker or other nominee, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the New York Stock Exchange (“NYSE”), banks, brokers or other nominees have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters.

Because two of the proposals being voted on at this Annual Meeting are “non-routine,” if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a non-routine proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal and your shares with respect to that proposal will be deemed a broker non-vote. Because brokers have discretionary authority on at least one proposal at the meeting, broker non-votes will be counted for purposes of calculating whether a quorum is present at the meeting.

The Auditor Ratification Proposal is considered to be a “routine” matter under NYSE rules and thus if you do not return voting instructions to your bank, broker or other nominee, your shares may be voted by your bank, broker or other nominee in its discretion on this proposal. The Director Election Proposal and Executive Compensation Proposal are considered to be “non-routine” under NYSE rules such that your bank, broker or other nominee may not vote your shares on these proposals in the absence of your voting instructions.

How is a quorum reached?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote at the meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares held of record by stockholders or brokers, bankers or other nominees who do not return a signed and dated proxy card or voting instruction form or attend the Annual Meeting will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

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What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered a “stockholder of record,” or record holder, with respect to those shares, and we sent the proxy materials directly to you.

Beneficial owner of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the proxy materials were forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank or nominee how to vote your shares.

How do I vote?

For each proposal, you may either vote “For” or “Against” or abstain from voting.

The Board recommends that you vote:

•  “FOR” each of the Company’s director nominees to be elected to the Board named in the Director Election Proposal;

•  “FOR” the Auditor Ratification Proposal; and

•  “FOR” the Executive Compensation Proposal.

Votes cast by proxy or during the Annual Meeting will be counted by the person(s) we appoint to act as inspector of election for the meeting. The inspector of election will count all votes “for” and “against,” as well as abstentions and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by virtually attending the Annual Meeting in person or vote by proxy over the telephone or internet or by returning an executed proxy card. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You still may attend the Annual Meeting virtually and vote during the Annual Meeting even if you have already voted by proxy.

•  To vote using a traditional proxy card, complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•  To vote over the internet, simply follow the instructions and use the control number included on the enclosed proxy card. Your vote must be received by 11:59 p.m., Eastern Time, on June 16, 2026 to be counted.

•  If you virtually attend the Annual Meeting, you can also vote during the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, these proxy materials along with a voting instruction form are being provided by that organization rather than the Company. Simply follow the instructions and mail the voting instruction form or vote over the telephone or the internet to ensure that your vote is counted. To vote by virtually attending the Annual Meeting, you must obtain a valid legal proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy. Because several of the proposals at the Annual Meeting are considered “non-routine,” if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a non-routine proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal.

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What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing and mailing your proxy card, by telephone, over the internet or by virtually attending the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner and do not instruct your broker, bank, or other nominee how to vote your shares by completing and mailing the voting instruction form or voting over the telephone or the internet, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Because several of the proposals at the Annual Meeting are considered “non-routine,” if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a non-routine proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal.

What if I return a proxy card or voting instruction form or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or voting instruction form without marking voting selections, your shares will be voted, as applicable:

•  “FOR” each of the Company’s director nominees to be elected to the Board named in the Director Election Proposal;

•  “FOR” the Auditor Ratification Proposal; and

•  “FOR” the Executive Compensation Proposal.

Who pays for the cost of soliciting proxies?

The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company, will be borne by the Company. Copies of solicitation material will be furnished to banks, brokerage firms, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2025 Annual Report, which includes our Form 10-K for the year ended December 31, 2025, to beneficial owners. In addition, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•  You may submit another properly completed proxy card with a later date.

•  You may grant a subsequent proxy over the telephone or the internet.

•  You may send a timely written notice that you are revoking your proxy to our Secretary, Marci Frankenthaler, at WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119.

•  You may virtually attend the Annual Meeting and vote. Virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

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Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Could other matters be decided at the Annual Meeting?

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the proxies will have discretionary authority to vote the shares represented by such proxies in their best judgment, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will be able to change your proxy until it is voted.

Will the Annual Meeting be webcast?

Yes. The Annual Meeting will be completely virtual and will be webcast live at www.virtualshareholdermeeting.com/WT26.

What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 2027 annual meeting of stockholders?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials

Stockholders who wish to present proposals for inclusion in our proxy materials for our 2027 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. Our Secretary must receive stockholder proposals intended to be included in our proxy statement and form of proxy relating to our 2027 annual meeting of stockholders made under Rule 14a-8 by December 30, 2026. Any proposal of business must be mailed to Marci Frankenthaler, Secretary, WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119. We also encourage you to submit any such proposals by email to mfrankenthaler@wisdomtree.com.

Requirements for director nominations to be considered for inclusion in our proxy materials

Our by-laws permit a stockholder, or a group of up to 20 stockholders, who meet the eligibility requirements of our by-laws to utilize our “proxy access” by-law provision. “Proxy access” can be used to nominate up to the greater of two nominees or 25% of the total number of directors who are members of the Board as of the date that the stockholder(s) notifies us of the intent to utilize proxy access (the “proxy access notice”). Director nominations submitted under this by-law provision must be delivered to us no earlier than December 30, 2026, and no later than January 29, 2027. The proxy access notice must comply with the requirements in our by-laws. To be eligible to utilize our proxy access by-law provision, the stockholder(s) must have continuously owned at least 3% of our outstanding common stock for at least three years as of the date of the proxy access notice. Consistent with standard market practice, proxy access is only available to eligible stockholders who acquired our common stock in the ordinary course of business and not with the intent to change or influence control at WisdomTree and who do not presently have such intent.

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Requirements for stockholder proposals and director nominations to be brought before an annual meeting

It is the policy of our Nominating and Governance Committee to consider nominations for candidates to our Board that are properly submitted by our stockholders in accordance with our by-laws. Under our current by-laws, proposals of business other than those to be included in our proxy materials following the procedures described in Rule 14a-8 and nominations for directors may be made by any stockholder who was a stockholder of record at the time of the giving of notice provided for in our by-laws, who is entitled to vote at the meeting, who is present in person or by proxy at the meeting and who complies with the notice procedures set forth in our by-laws (i.e., notice must be timely given and contain the information required by the by-laws). To be timely, a notice with respect to the 2027 annual meeting of stockholders must be delivered to our Secretary no earlier than February 17, 2027 and no later than March 19, 2027, unless the date of the 2027 annual meeting of stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the Annual Meeting, in which event the by-laws provide different notice requirements. Any proposal of business or nomination must be mailed to Marci Frankenthaler, Secretary, WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119. We also encourage you to submit any such proposal of business or nomination by email to mfrankenthaler@wisdomtree.com.

In addition, because our by-laws require a stockholder to include a statement that it intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees, a stockholder must effectively provide the notice required under Rule 14a-19 of the Exchange Act by the same deadline noted above to submit a notice of nomination at an annual meeting of stockholders.

Recommendation of Director Candidates by Stockholders

The Nominating and Governance Committee will evaluate candidates for the position of director recommended by stockholders in the same manner as candidates from other sources and will determine whether to interview any candidates or seek any additional information.

Who should I contact if I have any additional questions?

If you hold your shares directly, please email our Secretary, Marci Frankenthaler, at mfrankenthaler@wisdomtree.com. If your shares are held in street name, please call the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

How can I obtain electronic access to the proxy materials?

Our proxy materials are available on our investor relations website at https://ir.wisdomtree.com/company-information/annual-reports-proxy.

Policies on Reporting Concerns About Accounting and Other Matters and Communicating with Non-employee Directors

Our Board and Audit Committee have adopted policies on reporting concerns regarding accounting and other matters and on communicating with the non-employee directors. Any person, including any employee, who has a concern about the conduct of WisdomTree or any of its people, including with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to Lynn S. Blake, the Audit Committee chair, who is the designated contact for these purposes. Contact may be made by writing to her, care of the Audit Committee, at our offices at 250 West 34th Street, 3rd Floor, New York, NY 10119, or by email at auditcommittee@wisdomtree.com. Any interested party, including any employee, who wishes to communicate directly with the presiding director of the executive sessions of our non-employee directors, or with our non-employee directors as a group, may contact Smita Conjeevaram, Chair of the Board, by writing to her, care of the Chair of the Board, at our offices using the above address, or by email at WTIchair@wisdomtree.com.

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Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available on the SEC’s website at https://www.sec.gov. You may also read and find a copy of any document we file with the SEC on our investor relations website at https://ir.wisdomtree.com/sec-filings.

Incorporation by Reference

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of ours under the Securities Act of 1933 (the “Securities Act”), or the Exchange Act, the sections of this proxy statement entitled “Audit Committee Report,” to the extent permitted by the rules of the SEC, and “Compensation Committee Report” will not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

Important Notice Regarding Delivery of Stockholder Documents

In accordance with a notice sent to certain of our stockholders who share a single address, only one copy of this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, is being sent to that address unless we have received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs and help conserve our natural resources. However, any stockholder residing at such an address who wishes to receive a separate copy of this proxy statement or our Annual Report may send a request in writing to WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119, Attention: Marci Frankenthaler, Secretary, or by email to mfrankenthaler@wisdomtree.com, and we will deliver those documents promptly upon receiving the request. Any such stockholder also may contact our Secretary to receive separate proxy statements, annual reports or Notices of Internet Availability of Proxy Materials, as applicable, in the future. If you are receiving multiple copies of our annual reports and proxy statements, you may request householding in the future by contacting our Secretary.

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Proposal 1

Election of Directors

Our Amended and Restated Certificate of Incorporation, as amended, and by-laws provide that the number of our directors shall be fixed from time to time by a resolution of a majority of our Board. Pursuant to our by-laws, the Board has fixed the number of directors at nine as of the date of the Annual Meeting.

Win Neuger, a Board member with extensive global asset management experience, will serve out his remaining term expiring at the Annual Meeting and will not stand for re-election. In light of Mr. Neuger’s planned departure and the importance of maintaining relevant industry expertise on the Board, the Nominating and Governance Committee conducted a review of the Board’s composition and skills and the experience needed to support the Company’s strategy and oversee its business. Following that review, the Nominating and Governance Committee recommended, and the Board unanimously approved, the nomination of Frank Salerno, together with the following eight current Board members, to be included in the Board’s slate to stand for election at the Annual Meeting: Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Tonia Pankopf and Jonathan Steinberg. If elected, each of these nine nominees will serve for a one-year term until the 2027 annual meeting of stockholders and until their successor is duly elected and qualified.

Mr. Salerno brings significant experience in the asset management industry, including many years in senior leadership roles at large asset management firms, as well as prior service on our Board. In recommending Mr. Salerno, the Nominating and Governance Committee and the Board considered his industry expertise, familiarity with the Company’s business, and ability to contribute to effective Board oversight. His nomination reflects the Board’s continued focus on maintaining an appropriate balance of experience and refreshed perspectives.

The nominees recommended by the Board have consented to serving as nominees for election to the Board, to being named in this proxy statement and to serving as members of the Board if elected by our stockholders. As of the date of this proxy statement, we have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Board, upon the recommendation of the Nominating and Governance Committee, may designate a substitute nominee, in which event the shares represented by proxies returned to us will be voted for such substitute nominee. If any substitute nominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as a director if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC.

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Director Nominees

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Required Vote

The directors must be elected by the affirmative vote of a majority of votes cast. Abstentions and broker non-votes, if any, will have no effect on the election of the directors.

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Executive Officers

Bryan Edmiston, 50, has served as Chief Financial Officer since June 2021. Previously, he served as Chief Accounting Officer from April 2018 to May 2021 and as Director – Financial Reporting and Accounting Policy from September 2016 to May 2021. Prior to WisdomTree, Mr. Edmiston joined Gleacher & Company, Inc. as a Managing Director responsible for Accounting Policy and SEC Reporting in December 2009. From August 2011 to September 2016, he served as Controller and Principal Accounting Officer of Gleacher. Mr. Edmiston was also a Senior Manager within the Banking & Capital Markets Assurance Practice at PricewaterhouseCoopers LLP, having been employed there from September 1997 to December 2009 while servicing a number of clients in the financial services industry. He received a B.B.A. in Accounting from Pace University and is a Certified Public Accountant.

Marci Frankenthaler, 57, has served as Chief Legal Officer and Secretary since April 2019. She served as Deputy General Counsel from January 2018 to March 2019, and as Director of Business and Legal Affairs, Associate General Counsel from July 2014 to December 2017. From June 2008 to June 2014, Ms. Frankenthaler was General Counsel of Frederick’s of Hollywood Group Inc., a specialty retailer that she helped to take public and then private. Prior to that, Ms. Frankenthaler was a partner in the Corporate and Securities department of Graubard Miller, which served as our primary corporate counsel from 1991 to 2007, and was employed at that firm beginning in 1994. Ms. Frankenthaler received her B.A., with honors, in Psychology with a concentration in Human Resources from Binghamton University and her J.D. from Benjamin N. Cardozo School of Law, where she served as Executive Editor of the Cardozo Law Review.

R. Jarrett Lilien, 64, has served as President and Chief Operating Officer since September 2019. From November 2017 to September 2019, he served as Executive Vice President and Head of Emerging Technologies. From November 2008 to December 2017, Mr. Lilien was a member of the Board of Directors and served on the Audit, Compensation and Nominating and Governance Committees. Until November 2017, Mr. Lilien was the Managing Partner of Bendigo Partners, LLC, a financial services focused venture capital investing and advisory services firm he founded in 2008. From September 2012 to July 2014, Mr. Lilien served as the Chief Executive Officer of Kapitall Inc., an online investing platform. From 2003 to 2008, he served as President and Chief Operating Officer of E*TRADE Financial Corporation. In this role, he was responsible for the tactical execution of all of E*TRADE’s global business strategies. Previously, he served as the President and Chief Brokerage Officer at E*TRADE Securities. In this capacity, Mr. Lilien reorganized the business, adding new product lines and providing innovative brokerage capabilities to its retail, institutional and corporate clients around the world. With experience in more than 40 global markets, he was instrumental in developing a flexible infrastructure for E*TRADE’s brokerage units designed to provide retail and institutional clients with seamless execution, clearing and settlement. Prior to joining E*TRADE, Mr. Lilien spent 10 years as Chief Executive Officer at TIR (Holdings) Limited, a global institutional broker, which E*TRADE acquired in 1999. Mr. Lilien currently serves as Chair of the Board of Directors of the Jazz Foundation of America, Chair of the Board of Directors of Barton Mines Corporation, and as Treasurer of Baryshnikov Arts. He served as a member of the Board of Directors of Investment Technology Group, Inc. (NYSE: ITG), an independent execution broker and research provider, from April 2015 until its acquisition by Virtu Financial, Inc. in March 2019, and served as interim Chief Executive Officer from August 2015 until January 2016. Mr. Lilien received his B.A. in Economics from the University of Vermont.

Alexis Marinof, 51, has served as Chief Executive Officer, Europe since February 2025 and as Head of WisdomTree Europe from August 2019 to February 2025. He joined WisdomTree Europe in July 2017 as Head of European Distribution, a position he held until April 2018 when he was appointed Chief Operating Officer to oversee the integration of ETF Securities and build out WisdomTree’s multi-product European ETP business. Prior to that, he held various positions at State Street Global Advisors, including as EMEA Head of SPDR ETFs (April 2013 – November 2016), EMEA Distribution Chief Operating Officer (October 2013 – September 2015), Head of Middle East and Africa (February 2008 – April 2013) and Head of the Nordic Region (January 2006 – January 2008). Mr. Marinof received a five-year degree in Finance and Business Management “Ingénieur Commercial et de Gestion” from the Université Catholique de Louvain-La-Neuve IAG Louvain School of Management in Belgium.

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William Peck, 36, has served as Head of Digital Assets since October 2021. In this role, he oversees digital asset initiatives. From February 2020 to October 2021, he served as Head of Strategy and Emerging Technologies, where he was responsible for oversight of corporate development and other strategic initiatives, including investments in emerging technologies. From September 2014 to January 2020, he held various positions on our Strategy team, including Senior Analyst, Senior Associate and Director. From July 2012 to July 2014, Mr. Peck worked as an Investment Banking Analyst for Bank of America Merrill Lynch covering a range of financial services companies. He received an A.B. in Government, cum laude, from Harvard University.

Jonathan Steinberg, our Chief Executive Officer and a member of the Board, is also an executive officer. His biographical information is set forth above in the description of the members of our Board.

David Yates, 46, has served as Chief Information Officer since April 2015. He is responsible for WisdomTree’s global technology infrastructure, cybersecurity, information management and software engineering. He previously worked at McKinsey & Company from October 2009 to March 2015, most recently as an Associate Principal, advising investment management and insurance clients on a range of strategic technology and operations issues. He pioneered McKinsey’s advanced analytics approach for the insurance industry, laying the foundation for new engagement models and product offerings. He also co-led McKinsey’s IT Sourcing Practice in the Americas, where he was responsible for sharing expertise with clients during sales and procurement situations, creating industry-shaping content on sourcing, and training expert practitioners within the firm. From March 2005 to July 2007, he worked at Accenture plc, where he led multinational technology delivery programs in the capital markets space, including the design and implementation of the London Stock Exchange’s equity trading platform. Prior to that, he held technology roles at the Bank of England. Mr. Yates received his B.S. in Mathematics and Economics with First Class Honours from the London School of Economics and Political Science, an M.S. in Computing Science with Distinction from Imperial College London and an M.B.A. from MIT Sloan School of Management.

Peter M. Ziemba, 68, has served as Senior Advisor to the CEO and Chief Administrative Officer since January 2018. He served as Executive Vice President – Business and Legal Affairs from January 2008 to December 2017 and Chief Legal Officer from March 2011 to December 2017. From April 2007 to March 2011, Mr. Ziemba served as General Counsel. Prior to joining WisdomTree, Mr. Ziemba was a partner in the Corporate and Securities department of Graubard Miller, which served as our primary corporate counsel from 1991 to 2007, and was employed at that firm beginning in 1982. Mr. Ziemba is Co-Chairperson of the Advisory Board of WFUV.org, an NPR-affiliated FM radio station in New York. He received his B.A. in History with university honors from Binghamton University and his J.D., cum laude, from Benjamin N. Cardozo School of Law. Mr. Ziemba served as a director of WisdomTree from 1996 to 2003.

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Corporate Governance

Board Composition

Our Board currently consists of the following nine members, each serving a one-year term until the election and qualification of their successor at the Annual Meeting: Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf and Jonathan Steinberg.

Win Neuger, a Board member with extensive global asset management experience, will serve out his remaining term expiring at the Annual Meeting and will not stand for re-election. In light of Mr. Neuger’s planned departure and the importance of maintaining relevant industry expertise on the Board, the Nominating and Governance Committee recommended, and the Board unanimously nominated, Frank Salerno, together with the current Board members other than Mr. Neuger, to be included in the Board’s slate to stand for election at the Annual Meeting. Mr. Salerno brings significant experience in the asset management industry, including many years in senior leadership roles at large asset management firms, as well as prior service on our Board. His nomination reflects the Board’s continued focus on maintaining an appropriate balance of experience and refreshed perspectives.

The number of our directors is fixed from time to time by a resolution adopted by our Board pursuant to our Amended and Restated Certificate of Incorporation, as amended, and by-laws.

Director Criteria, Qualifications and Experience

We seek directors who have diversified experience, high personal and professional integrity, judgment and ability. Our Nominating and Governance Committee is responsible for recommending criteria and qualifications for Board membership, identifying and evaluating potential director candidates and recommending to the Board those candidates to be nominated for election to, or fill vacancies on, the Board.

The Nominating and Governance Committee seeks to identify director candidates who satisfy the criteria set forth in the director candidate guidelines included in the Nominating and Governance Committee’s charter. Candidates are selected for, among other things, their knowledge, skills, abilities, independence, character, diversity of background and experience (inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation), demonstrated leadership and experience useful to the oversight of our business in the context of the needs of the Board.

As provided in our corporate governance guidelines, when searching for new directors, as part of its regular process, the Nominating and Governance Committee will actively seek out highly qualified candidates and ensure diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation, in the pool of candidates to be considered by the Nominating and Governance Committee for recommendation to the Board.

Our Nominating and Governance Committee’s priority is to identify candidates who will further the interests of our stockholders through their established record of professional accomplishments, the ability to contribute positively to the collaborative culture among Board members, and professional and personal experiences and expertise relevant to our business strategy.

Board Meetings

During 2025, the Board held 8 meetings and acted by unanimous written consent on four occasions. Each director attended at least 75% of all Board meetings and meetings of the Board committees on which the director serves. Our policy is for all of our directors to attend our annual meeting of stockholders. All of our directors attended our 2025 annual meeting of stockholders.

Board Independence

NYSE rules require listed companies to have a board of directors with at least a majority of independent directors. Our Board has determined that all of our directors are independent under the NYSE listing standards other than Mr. Steinberg, our Chief Executive Officer. Under our corporate governance guidelines, directors are required to promptly inform the chair of the Nominating and Governance Committee if the director becomes aware of any change in circumstances that may result in such director no longer being considered independent under the NYSE rules.

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Board Leadership Structure

The Board has chosen to separate the roles of chair of the Board and chief executive officer. Jonathan Steinberg is our Chief Executive Officer and Smita Conjeevaram is our non-executive, independent Chair of the Board. We believe that separating these positions is optimal because it allows Mr. Steinberg to focus on our day-to-day business, while allowing Ms. Conjeevaram to focus on Board leadership in its fundamental role of providing advice to and independent oversight of management. Our Board recognizes the time, effort and energy that the chief executive officer is required to devote to his position, as well as the commitment required to serve as our chair of the Board. While our by-laws and corporate governance guidelines do not require that our chair of the Board and chief executive officer positions be separate, our Board believes that having separate positions is the appropriate leadership structure for us and demonstrates our commitment to good corporate governance. Our corporate governance guidelines provide that if the offices of the chair of the Board and chief executive officer are combined, the Board will appoint either a non-executive chair or a lead independent director.

Role of the Board in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and as updated from time to time. Management is responsible for the day-to-day management of the risks we face, while our Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board’s role in overseeing the management of our risks is conducted primarily through Board committees, as described in the descriptions of each of the committees below and in their respective charters. The Board (or the appropriate Board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact and the steps we take to manage them. When a Board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chair of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. For example, the Audit Committee is responsible for overseeing our cybersecurity risk management and cybersecurity policies and procedures, and the chair of the committee reports to the full Board regarding our cybersecurity risk management. This enables our Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Board Committees

Our Board has an Audit Committee, Compensation Committee, Nominating and Governance Committee and Technology Strategy Committee, each of which operates pursuant to a written charter adopted by our Board. As provided in the respective charters, each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During 2025, each of the Audit Committee, Compensation Committee and the Nominating and Governance Committee reviewed its respective charter. In 2025, the Nominating and Governance Committee updated its charter to clarify its oversight of corporate responsibility matters, and in March 2026, the Compensation Committee and the Nominating and Governance Committee updated their respective charters to transfer the responsibility of overseeing the succession planning for the CEO and other executive officers from the Compensation Committee to the Nominating and Governance Committee. Charters for each of the Audit Committee, Compensation Committee, Nominating and Governance Committee and Technology Strategy Committee are available on our investor relations website at https://ir.wisdomtree.com/corporate-governance/governance-documents. Committee membership is limited to independent directors as defined under the listing standards of the NYSE. Audit Committee members also must meet the independence standards adopted by the SEC. Our Board may from time to time establish other committees.

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Our corporate governance guidelines provide that each independent director is expected, but not required, to serve on at least one committee. A director also may serve on more than one committee.

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Compensation Committee Interlocks and Insider Participation

Messrs. Bossone and Neuger and Mses. Blake, Conjeevaram and Delorier served as members of the Compensation Committee during 2025. None of the members of the Compensation Committee was an officer or employee of ours during 2025 or has ever served as one of our officers and none had any relationship with us or any of our subsidiaries during 2025 that would be required to be disclosed as a transaction with a related person.

None of our executive officers has served on the board of directors or compensation committee of another company (or other board committee performing equivalent functions) at any time during which an executive officer of such other company served on our Board or Compensation Committee.

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Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to promote the effective functioning of the Board and its committees, and the continued implementation of good corporate governance practices. The corporate governance guidelines address matters including the role and structure of the Board, the selection, qualifications and continuing education of Board members, Board meetings, non-employee director executive sessions, director service on other boards, Board committees, management review and succession planning, non-employee director compensation and Board and committee evaluations.

The corporate governance guidelines provide that when searching for new directors, the Nominating and Governance Committee, as part of its regular process, will actively seek out highly qualified candidates and ensure diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation, in the pool of candidates to be considered by the Nominating and Governance Committee for recommendation to the Board. The corporate governance guidelines are available on our investor relations website at https://ir.wisdomtree.com/corporate-governance/governance-documents.

Board and Committee Self-Assessments

The Board conducts an annual self-assessment to determine whether it and its committees are functioning effectively. The Nominating and Governance Committee receives comments from all directors and executive officers and reports annually to the Board with an assessment of the Board’s performance. The assessment focuses on the Board’s contribution to WisdomTree and specifically focuses on areas in which the Board or management believes that the Board could improve. Management implements action plans based on directors’ feedback and reports to the Board on the implementation of those plans in order to ensure continuous improvement.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on our investor relations website at https://ir.wisdomtree.com/corporate-governance/governance-documents. We intend to disclose any amendments to this code, or any waivers of its requirements, on our website.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines, which require executive officers and non-employee directors to maintain an ongoing ownership position in our common stock while providing them with flexibility in personal financial planning.

On each annual measurement date (determined by the Board to be November 30th), the dollar value of the base amounts set forth below is converted into the number of shares required to be held to meet the guidelines until the next November 30th. For purposes of these guidelines, the dollar value per share of our common stock equals the 90-day average stock price ending on November 30th, or, if November 30th is not a trading day in the United States, the immediately preceding trading day.

Shares of common stock owned by the executive officer or non-employee director directly, jointly or indirectly by a trust, partnership, limited liability company or other entity for the benefit of the executive officer or non-employee director, count toward satisfaction of the guidelines, as well as 50% of unvested restricted stock awards and restricted stock unit awards subject to time vesting issued under our equity incentive plans. Stock options (both vested and unvested) and unearned performance-based restricted stock unit awards do not count toward satisfaction of the guidelines.

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If an executive officer or non-employee director does not meet the guidelines on November 30th, they will not be permitted to sell or otherwise dispose of our common stock (except for (i) 50% of time-based restricted stock awards and time-based and performance-based restricted stock unit awards as they vest to cover taxes and (ii) up to 50% of the shares of common stock issuable upon the exercise of stock options to cover the exercise price and taxes) until the next November 30th, and then only to the extent that their remaining holdings do not fall below the applicable requirement. The Compensation Committee has the authority to grant waivers on a case-by-case basis.

As of November 30, 2025, all of our executive officers and non-employee directors serving in such role on such date met the guidelines other than Rilla Delorier, Shamla Naidoo and Tonia Pankopf. Only within the last three years have Mses. Delorier, Naidoo and Pankopf joined the Board. Additional detail regarding ownership of our common stock by our executive officers and non-employee directors as of the record date is included in this proxy statement under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Stock Ownership Table.”

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale and/or other transactions in our securities by our directors, executive officers, employees and consultants who in the ordinary course of their duties have access to WisdomTree’s material nonpublic information. We believe the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. With regard to WisdomTree trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025.

Policy Prohibiting Short Sales, Derivatives Trading, Hedging and Pledging

Our insider trading policy applies to directors, executive officers, employees and consultants who in the ordinary course of their duties have access to WisdomTree’s material nonpublic information. The policy strictly prohibits these individuals from:

•  effecting “short sales” of our common stock;

•  trading in derivatives in our securities (such as put and call options);

•  engaging in any other hedging transaction relating to our securities; and

•  pledging shares of our common stock as collateral for a loan.

These individuals are also prohibited from holding shares of our common stock in margin accounts without prior Audit Committee approval.

Compensation of Non-Employee Directors

Set forth below are the compensation terms for the non-employee members of the Board in effect in 2025 as approved by the Board:

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(1)     Annual cash retainers for Board and committee service are paid quarterly based on service during the prior quarter.

(2)     Annual equity award under the 2022 Equity Plan consisting of restricted stock and/or, at the non-employee directors’ election, deferred restricted stock units (“DRSUs”) issued pursuant to the Non-Employee Directors’ Deferred Compensation Program. The restricted stock or DRSUs are granted at the first Board meeting that occurs after the annual meeting of stockholders each year to all non-employee directors serving on that date and vest one year from the grant date, subject to certain exceptions. The award is valued at $100,000 on the grant date based on the closing price of our common stock on the grant date. The shares of common stock underlying the DRSUs are payable on a one-for-one basis, upon the earliest of (i) a date determined by the director (if any) in advance, (ii) a “separation from service” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and (iii) a Sale Event (as defined in the 2022 Equity Plan), so long as such Sale Event also constitutes a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company (as such terms are defined in Section 409A of the Code). A director who is appointed to the Board outside of the annual meeting of stockholders will receive a prorated amount of the annual award.

(3)     This retainer is in addition to the annual cash retainer.

(4)     The Technology Strategy Committee was established in January 2025 to assist the Board in overseeing matters related to emerging technologies, including artificial intelligence and financial technology.

The following table sets forth compensation paid to our non-employee directors in 2025. All of our directors are reimbursed for out-of-pocket expenses for attending meetings. Directors who are also employees of WisdomTree are not entitled to any compensation for their services as a director.

(1)     Represents the grant date fair value of shares of restricted stock and DRSUs granted to the non-employee directors in 2025, computed in accordance with ASC 718.

(2)     Represents the grant date fair value of 9,871 DRSUs awarded on June 17, 2025. As of December 31, 2025, Ms. Blake, Mr. Bossone, Ms. Conjeevaram and Ms. Mielke each held 9,871 unvested DRSUs.

(3)     Represents the grant date fair value of 9,871 shares of restricted stock awarded on June 17, 2025. As of December 31, 2025, Ms. Delorier, Ms. Naidoo, Mr. Neuger and Ms. Pankopf each held 9,871 unvested restricted stock awards.

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Proposal 2

Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Ernst & Young LLP acted as our independent registered public accounting firm for the year ended December 31, 2025. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting with the opportunity to make a statement if they desire and to respond to appropriate questions.

Our organizational documents do not require that the stockholders ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. We request such ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLP, but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of our Company and our stockholders.

Principal Accounting Fees and Services

The following table sets forth the fees paid or accrued by us for the audit and other services provided by Ernst & Young LLP during the years ended December 31, 2025 and 2024 (in thousands):

(1)     Audit fees relate to professional services rendered in connection with the audit of our annual financial statements, quarterly review of financial statements included in our statutory and regulatory filings, audit of our internal controls over financial reporting, audits of the financial statements of certain consolidated subsidiaries, including an examination of the internal controls over the stablecoin operations of one of our consolidated subsidiaries, issuance of comfort letters and fees related to monthly attestation services provided in connection with other regulatory filings for which we have engaged Ernst & Young LLP.

(2)     Fees related to the audits of our employee benefit plan during the years ended December 31, 2025 and 2024.

(3)     Fees related to due diligence performed in connection with the Ceres acquisition.

In addition to the services described above, Ernst & Young LLP provides audit and tax compliance services to certain ETPs for which certain of the Company’s subsidiaries or affiliated entities serve as the sponsor and investment adviser or manager. The governing bodies of these ETPs make their own determinations as to the selection of their audit firms and approval of any fees paid to such firms. All of the fees for such services are paid by these ETPs, not by the Company, and are not included in the table above.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee pre-approves each audit and non-audit service rendered by Ernst & Young LLP to us, including the fees and terms thereof. The Audit Committee may form and delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting pursuant to the Audit Committee Charter. In accordance with this policy, the Audit Committee pre-approved all fees described above before services were rendered.

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Required Vote

The affirmative vote of a majority of votes cast is necessary for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes, if any, will have no effect on this proposal.

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Audit Committee Report

The Audit Committee of the Board has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2025 and has discussed these statements with management and Ernst & Young LLP, the Company’s independent registered public accounting firm. The Company’s management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. Ernst & Young LLP is responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls.

The Audit Committee also received from, and discussed with, Ernst & Young LLP the written disclosures and other communications required under Public Company Accounting Oversight Board (“PCAOB”), Auditing Standard 1301, Communications with Audit Committees, including among other things, the following:

•  methods to account for significant unusual transactions;

•  the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

•  the process used by management in formulating particularly sensitive accounting estimates and the basis for the independent registered public accounting firm’s conclusions regarding the reasonableness of those estimates; and

•  disagreements with management regarding financial accounting and reporting matters and audit procedures.

Ernst & Young LLP also provided the Audit Committee with the written disclosures and the letter required by Rule 3526 of the PCAOB. PCAOB Rule 3526 requires independent registered public accounting firms annually to disclose in writing all relationships that in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and engage in a discussion of independence. The Audit Committee has reviewed this disclosure and has discussed with Ernst & Young LLP their independence from the Company.

Based on its discussions with management and our independent registered public accounting firm, and its review of the representations and information provided by management and our independent registered public accounting firm, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission.

No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through any general statement incorporating by reference in its entirety the proxy statement in which this Report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.

*     Mses. Delorier and Mielke ceased to serve as members of the Audit Committee in January 2025.

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Proposal 3

Vote on an Advisory Resolution to Approve the Compensation of Our Named Executive Officers

The Board is committed to excellence in governance. As part of that commitment, and as required by Section 14A(a)(1) of the Exchange Act, the Board is providing our stockholders with an opportunity to vote on an advisory resolution to approve the compensation of our named executive officers.

As described in the section titled “Executive Compensation – Compensation Discussion and Analysis,” we have developed a compensation policy that is designed to attract and retain key executives responsible for our success and motivate management to enhance long-term stockholder value. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

For the reasons discussed above, the Board unanimously recommends that stockholders vote “FOR” the following resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other compensation-related tables and disclosure.”

As this vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, the Board and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of this vote when considering future executive compensation policies. The Board has adopted a policy providing for an annual say-on-pay vote. Unless the Board modifies this policy, the next say-on-pay vote will be held at our next annual stockholders meeting in 2027.

Required Vote

The affirmative vote of a majority of votes cast is necessary for the approval of the advisory resolution to approve the compensation of our named executive officers. Abstentions and broker non-votes, if any, will have no effect on this proposal.

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Executive Compensation

Compensation Committee Report

The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates it by reference into such filing.

The Compensation Committee of the Board of WisdomTree has reviewed and discussed with management the information contained in the “Compensation Discussion and Analysis” section of this proxy statement for the fiscal year ended December 31, 2025. Based upon that review and discussion, the Compensation Committee has recommended to the Board that the information set forth below under the heading “Compensation Discussion and Analysis” be included in this proxy statement.

*    Ms. Delorier replaced Ms. Conjeevaram as Chair of the Compensation Committee in January 2025.

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Introduction

This Compensation Discussion and Analysis describes the comprehensive information regarding our compensation programs and policies for our CEO, our CFO and the next three highest compensated executive officers for the year ended December 31, 2025. We collectively refer to these executive officers as the named executive officers (“NEOs”).

We believe that we provide a competitive total compensation opportunity for our NEOs through a combination of base salary, cash incentive bonuses, equity incentive compensation and broad-based benefits programs. This Compensation Discussion and Analysis explains the following:

•  our compensation philosophy and objectives;

•  our compensation process, including the roles our Compensation Committee, management and compensation consultant serve in the process;

•  our policies and practices with respect to each compensation element; and

•  our 2025 compensation results.

Consideration of Results of Say-on-Pay Vote

Each year, we provide our stockholders with the opportunity to cast an advisory vote on compensation paid to our NEOs (“say-on-pay”). At the 2025 annual meeting of stockholders, our say-on-pay proposal received support from stockholders; approximately 90% of the shares voted were cast in favor of the proposal. We regularly engage with our stockholders on a variety of business matters and are committed to continuously evaluating our executive compensation program in light of feedback received from stockholders and ensuring that our executive compensation disclosures are transparent and our executive compensation programs align the interests of our executive officers with those of our stockholders. The Compensation Committee considered the outcome of stockholder engagement, as well as the results of the stockholders’ advisory vote at our 2025 annual meeting, and, in light of the strong support for our compensation programs evidenced by our say-on-pay results, decided to maintain our general approach to executive compensation.

Executive Summary

Business Overview

Our business delivered strong progress in 2025 as we advanced our long-term strategic initiatives and further strengthened the foundation for durable growth. We ended the year with AUM of $144.5 billion, up 31.6% as compared to the prior year driven by favorable market conditions and net inflows of $8.5 billion, representing annualized organic growth of approximately 8%. Revenues and operating income increased 15.4% and 26.9%, respectively, year over year, driving approximately 300 basis points of operating margin expansion, supported by higher average AUM, improved revenue capture and continued operating discipline. These results underscore the resilience of our business model and the benefits of our strategy to diversify revenue streams and enhance earnings quality.

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A significant strategic milestone in 2025 was the Ceres acquisition, which marked our entry into private assets and added exposure to U.S. farmland, which we believe to be one of the largest and most underpenetrated real asset classes. At December 31, 2025, we managed $1.9 billion in farmland-based strategies, an asset class with low correlation to traditional financial markets that enhances the diversification of our overall platform. This acquisition also increased our revenue capture and resulted in operating margin expansion of more than 200 basis points.

Our Portfolio Solutions business continued to gain traction. Assets under advisement in our models offering reached $6.1 billion, an increase of approximately 60% from the prior year, supported by deeper engagement across major wealth platforms and registered investment advisers. The program provides advisors with customized evaluations, a suite of model portfolios and shared CIO services designed to support scalable, repeatable investment processes. In addition, our strategic minority investment in, and multi-year collaboration with, Quorus enables certain of our investment strategies to be implemented in SMAs via the Quorus platform, and our model portfolios to be made available there, with integrated trading and rebalancing, providing advisors with additional customization options and implementation flexibility and expanding our reach within the wealth management ecosystem. Together, these initiatives contribute to more consistent and higher-quality revenue streams.

We also achieved notable growth in digital assets. Digital assets AUM increased to $0.8 billion as of December 31, 2025, driven primarily by the expansion of our tokenized money market offering, the WisdomTree Treasury Money Market Digital Fund. Early adoption of this product highlights the broader potential for tokenization across real world assets, including future applications in fixed income and equities. Institutional clients access our Digital Funds through WisdomTree Connect, while WisdomTree Prime provides direct-to-consumer access to digital assets such as bitcoin, ether, tokenized gold, U.S. dollar tokens and 15 Digital Funds. Our continued focus on “responsible DeFi” ensures these offerings remain aligned with regulatory standards while positioning us at the forefront of blockchain-enabled financial innovation.

Our initiatives across ETPs, private assets, digital assets, models and SMAs are integral to our long-term growth strategy and are intended to drive sustained AUM growth, revenue diversification, improved revenue capture and stronger operating margins. We believe this strategic alignment positions us to continue delivering stockholder value and driving future performance.

In addition, 2025 was an important year for our WisdomTree team. In the U.S., we were named a “Best Places to Work in Money Management” by Pensions & Investments for the sixth consecutive year and ninth year since the award was created. We ranked first within the category of firms with 100-499 employees, the fourth consecutive year earning a ranking among the top five employers. In the U.K., we were also named a “Best Workplace” for medium-sized companies for the sixth consecutive year and a “Best Workplace for Women” for medium-sized companies for the third time by Great Place to Work. We achieved overall positive results from our 2025 global employee engagement survey, which we believe has contributed to our strong performance this year, as well as to our continued ability to attract and retain top talent, evidenced by our employee retention rate of 93.1% in 2025.

Compensation Overview

2025 Highlights. Actual quantitative performance of our incentive compensation pool was 123.2% of target, which was largely driven by our revenues, operating income and operating margin performance. The Compensation Committee considered the many accomplishments achieved by the NEOs during 2025 when determining the qualitative payout. These achievements included the Company’s strong financial performance and operating results as described in the “Business Overview” above. Other factors considered included the following:

•  Record AUM of $144.5 billion and $8.5 billion of net inflows translating into an 8% organic growth rate with cross-regional contributions including net inflows of $6.4 billion, $1.4 billion and $0.7 billion from U.S. listed ETFs, European Listed ETPs and Digital Assets, respectively.

•  Completing the Ceres acquisition, marking our entry into private assets, which further diversified our AUM, was immediately accretive to earnings, increased our revenue capture and resulted in operating margin expansion of more than 200 basis points.

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•  Completing a private offering of $475.0 million in aggregate principal amount of the 2030 Notes to facilitate the Ceres acquisition. Concurrent with the issuance, we repurchased approximately 6.8 million shares of our common stock and extinguished $24.0 million in aggregate principal amount of our 2028 Notes. We subsequently extinguished the remaining $1.8 million principal amount of these 2028 Notes in November 2025.

•  Launching 25 new European listed ETPs and 12 new U.S. listed ETFs spanning all our major product categories. This includes the launch of the WisdomTree Europe Defence UCITS ETF which had accumulated $3.9 billion of AUM by December 31, 2025.

•  Ongoing traction in our models strategy, with $6.1 billion of assets under advisement, a 60% increase from the prior year.

•  Advancements in our digital assets business, including onboarding 29 active WisdomTree Connect clients, growing AUM to approximately $0.8 billion at December 31, 2025, resulting in 25x growth from the prior year, offering products on additional blockchains, appointing Bank of New York Mellon as our core banking-as-a-service infrastructure provider and securing all money transmission licenses along with continuing enhancements to products and platform capabilities.

•  Making a strategic minority investment in, and entering into a multi-year collaboration with, Quorus, enabling certain of our investment strategies to be implemented in customizable, tax-efficient SMA formats, and our model portfolios to be made available with integrated, tax-aware trading and rebalancing capabilities, strengthening our presence in the growing custom portfolio solutions market.

•  Making a strategic minority investment in AlphaBeta ETF Ltd to accelerate AI-driven ETF innovation by collaborating on the launch of AI-driven strategies in an ETF format.

•  Being named a “Best Places to Work in Money Management” by Pensions & Investments in the U.S. for the sixth consecutive year and the ninth year since the award was created, including ranking first within the category of firms with 100-499 employees, as well as being named a “Best Workplace” for medium-sized companies for the sixth consecutive year in the U.K. and a “Best Workplace for Women” for medium-sized companies for the third time by Great Place to Work.

After taking into consideration these achievements and the Company’s overall performance, the Compensation Committee determined that qualitative achievement was 140.8% of target. This resulted in a total incentive compensation pool approved by the Compensation Committee of 127.6% of the target amount for 2025.

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Impact of Total Shareholder Return on NEO Compensation. A significant portion of our executive compensation program is linked to shareholder return, as follows:

•  relative TSR is a performance metric included in our performance-based incentive compensation program for our NEOs. The 2025 funded payout percentage for this performance metric was 100.0% of target. See “2025 Incentive Compensation Program and Results” below;

•  long-term incentive compensation is granted entirely in the form of equity, the value of which is explicitly linked to TSR, and is comprised of both restricted stock awards and relative TSR-based PRSUs;

•  PRSUs granted for 2025 performance in January 2026 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted; and

•  the payout on PRSUs that vested in January 2024, January 2025 and January 2026 was 200%, 200% and 199%, respectively, of the target number of PRSUs based on the TSR of our common stock relative to the respective TSRs of the members of the Traditional Asset Manager Peer Group (defined below), each measured over a three-year performance period, as determined by an independent valuation specialist. See “Components of Compensation – Performance Based Restricted Stock Units (PRSUs)” below.

2026 Update

Beginning in February 2026, the Compensation Committee changed the methodology used to determine the target number of PRSUs granted to our NEOs, including PRSUs granted in January 2026 related to 2025 performance. Under the revised approach, the target number of PRSUs awarded is determined by dividing the target dollar value of the award by the closing price of our common stock on the grant date, which is the same methodology used to determine the number of shares underlying restricted stock awards.

Prior to this change, the Compensation Committee approved 2026 PRSU grants using the Company’s historical methodology, under which the target number of PRSUs granted was determined by dividing the target dollar value of the award by the grant-date fair value of the PRSU, in accordance with ASC 718, using a Monte Carlo simulation. In February 2026, the Compensation Committee approved the revised methodology described above and, in connection with that change, approved additional PRSU grants to our NEOs intended to align the aggregate target number of PRSUs granted in 2026 with the revised approach, while maintaining the same performance metrics, payout range and overall design of the PRSU program. These supplemental awards were separate grants with a three-year performance period from February 2026 through February 2029. The Compensation Committee made this change so that the number of shares delivered at target performance more directly corresponds to the stated target dollar value of the award and the change did not represent an increase in the dollar value of the target compensation opportunity approved for our NEOs.

Our Compensation Philosophy and Objectives

Our compensation philosophy is designed to align management incentives with the execution of our long-term strategy and the delivery of sustainable, high-quality growth. During 2025, we advanced this strategy by strengthening our core ETP franchise while expanding into more diversified and scalable revenue streams, including private assets through the Ceres acquisition, Portfolio Solutions and digital assets. These initiatives enhanced revenue capture, improved operating leverage and supported earnings quality, while our disciplined approach to “responsible DeFi” ensured regulatory alignment as we broadened institutional and consumer access through WisdomTree Connect and WisdomTree Prime. Together, our integrated platform across ETPs, Portfolio Solutions, private assets and digital assets positions us to drive long-term stockholder value.

We believe our long-term success depends on our ability to:

•  build and sustain a highly skilled, experienced and engaged workforce across all levels of the organization;

•  execute our strategy to drive organic growth through ETP inflows, strong after-fee investment performance and continued product innovation, while expanding into private assets and digital asset solutions; and

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•  diversify revenue streams, improve earnings quality and responsibly implement our digital assets strategy.

The primary objectives of our compensation programs are to:

•  attract, retain and motivate employees in a highly competitive asset management industry;

•  reward performance, expertise and capabilities that are critical to the execution of our long-term strategy;

•  align employee incentives with stockholder interests by promoting sustainable value creation; and

•  motivate executives to manage the business to achieve short-term and long-term objectives and reward them appropriately for meeting or exceeding those objectives.

Our compensation programs incorporate the best practices described in this proxy statement under the heading “Proxy Summary – Executive Compensation – Compensation Program Best Practices.” The following principles guide our compensation programs:

•  Pay-for-performance. Our compensation programs are designed to reward our employees for their individual performance as well as the Company’s performance. If an employee is a top-tier performer, the employee should receive higher rewards. Likewise, where individual performance and/or Company performance falls short of expectations, the programs should deliver lower levels of compensation. However, the objectives of pay-for-performance and retention must be balanced. Even in periods of temporary downturns in our performance, our programs should continue to ensure that our successful, high-achieving employees remain motivated and committed to us.

•  Every employee should be a stakeholder aligned with our stockholders. A key factor in our success has been and continues to be fostering an entrepreneurial culture where our employees act and think like our owners. As such, our compensation programs encourage equity ownership throughout our organization to align our employees’ interests with our stockholders. Accordingly, our equity awards are long-term in nature and our employees receive equity awards as part of their year-end compensation.

•  Higher levels of responsibility are reflected in compensation. Compensation is based on each employee’s level of job responsibility. As employees progress to higher levels in our organization, an increasing proportion of their pay is at risk and tied to our short- and long-term performance because they are more able to impact our results.

•  Competitive compensation levels. Our compensation programs reflect the value of the employee’s position in the marketplace. To attract and retain a highly skilled workforce, we must remain competitive with the pay of other premier employers who compete with us for talent.

•  Team approach. Our success has been based on the coordinated efforts of all our employees working towards common goals, not on the efforts of any one individual. As such, our compensation programs should be applied across the organization, accounting for differences in job responsibilities and marketplace considerations. Perquisites are rare and limited to those that are important to our employees’ ability to carry out their responsibilities safely and effectively.

•  Align with long-term success. Our compensation programs closely link equity incentive rewards to our long-term strategic priorities and successes and not to short-term excessive risk taking.

We believe we have designed competitive compensation packages that incorporate the above principles and ensure that our executive compensation is aligned with our corporate strategies and business objectives.

Components of Compensation

We have structured executive compensation around the following key elements to achieve our compensation objectives:

•  base salary;

•  incentive compensation, consisting of a combination of cash and long-term equity awards;

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•  benefit programs; and

•  severance and change of control benefits for NEOs.

Together, these elements provide competitive compensation packages that recognize and reward individual contributions, align executive compensation with our corporate strategy and business objectives and promote the achievement of key strategic and operating performance measures.

Base Salary

We use base salary to provide our NEOs with stable, fixed compensation that offers a degree of certainty and supports attraction and retention. We did not adjust NEO base salaries in 2025. While base salary is an important element of total compensation, we believe that the majority of our NEOs’ compensation should be earned through performance-based cash incentives and equity awards.

Incentive Compensation

Incentive compensation consists of two components: cash and long-term equity awards.

Cash. The cash component of incentive compensation is used to motivate and reward our employees for achieving certain short-term operating, financial and other business goals as well as individual performance.

Long-Term Equity Awards. We grant equity awards to encourage sustained performance and align employee interests with long-term stockholder value. We believe that providing equity ownership:

•  serves to align the interests of our employees with our stockholders by creating an ownership culture and a direct link between compensation and stockholder return;

•  creates a significant, long-term interest for our employees to contribute to our success;

•  aids in the retention of employees in a highly competitive market for talent; and

•  allows employees to participate in our longer-term success through potential stock price appreciation.

In determining the appropriate mix of short-term and long-term incentive compensation to our executives and all of our employees, our Compensation Committee and management believe that employees with higher authority, responsibility and ability to significantly influence our growth and profitability should receive their incentive compensation more weighted towards long-term equity to further align their interest with our long-term success. As a result, incentive compensation paid to our CEO is most heavily weighted toward long-term equity incentives, followed by our COO, and then our other NEOs. Long-term equity awards consist of restricted stock and PRSU awards.

Restricted Stock

Restricted stock awards vest in equal annual installments over three years commencing on the first anniversary of the grant date. The number of shares of restricted stock granted to our NEOs was determined by dividing the dollar value of such awards by the closing price of our common stock on the grant date. Restricted stock awards granted for 2025 performance in January 2026 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. Restricted stock awards granted to our other NEOs represent 75% of each of their respective long-term equity awards granted.

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Performance Based Restricted Stock Units (PRSUs)

Awards of PRSUs cliff vest at the end of three years if certain pre-determined relative TSR levels are achieved. The number of PRSUs granted to our NEOs was determined by dividing the dollar value of such awards by the closing price of our common stock on the grant date. PRSUs granted for 2025 performance in January 2026 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted.

While a target number of PRSUs is initially granted, the number of PRSUs that will ultimately be earned and vest is tied to how our TSR compares to a peer group of other publicly-traded asset managers over the three-year performance period and could range from 0% to 200% of the target number of PRSUs granted. We refer to this peer group as the “Traditional Asset Manager Peer Group,” which for the years ended December 31, 2025, 2024 and 2023, was comprised of the following companies that generally are covered by analysts who also provide coverage on our Company:

*  Acadian Asset Management LLC was formerly known as Brightsphere Investment Group Inc.

The TSR for each member of the Traditional Asset Manager Peer Group is derived from the average per-share value of the publicly-traded common stock of each peer group member for the 90-calendar day period ending on the first day of the performance period and the last day of the performance period and includes the impact of dividends. With respect to the PRSUs granted for 2025 performance in January 2026, the number of PRSUs that will ultimately be earned and vest is determined as follows:

•  If the relative TSR is below the 25th percentile, then 0% of the target number of PRSUs granted will vest.

•  If the relative TSR is at the 25th percentile, then 50% of the target number of PRSUs granted will vest.

•  If the relative TSR is above the 25th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50th percentile and is capped at 200% of the target number of PRSUs for performance at or above the 85th percentile.

•  If our absolute TSR is negative, the number of PRSUs vesting is capped at 100% of target regardless of the relative TSR percentile.

As stated above in the section titled “Our Compensation Philosophy and Objectives,” those individuals with greater levels of authority and responsibility receive a higher amount of their incentive compensation in the form of equity awards. Accordingly, we granted a greater proportion of incentive compensation in equity to our NEOs as compared to our other employees. See “2025 Total Compensation” below for further information regarding actual compensation paid to our NEOs.

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Benefits and Perquisites

As stated above in the section titled “Our Compensation Philosophy and Objectives,” our NEOs and Compensation Committee agree that perquisites should be rare and limited to those that are important to our employees’ ability to carry out their responsibilities safely and effectively. In 2026, certain employees, including NEOs, have invested in a Company-sponsored investment vehicle, Ceres Farms, LLC, for which management and performance fees are waived; these waived fees were immaterial to our operating results. Our NEOs are also party to indemnification agreements with the Company, and are entitled to participate in directors’ and officers’ liability insurance as well as the various benefits made available to our other employees on the same terms as other employees, such as our group health plans, paid vacation and sick leave, basic life insurance, short- and long-term disability benefits and a 401(k) plan with a Company matching contribution of 50% of eligible employee contributions for U.S.-based employees and Company contributions to a pension scheme in foreign jurisdictions, as applicable.

Severance and Change of Control Benefits

In accordance with the terms of the employment agreements with our CEO, COO, CLO and CEOE, the Severance Plan in which our CFO participates and the respective equity award agreements of such NEOs, as applicable, each as described below, each of our NEOs is entitled to specified benefits in the event of termination of their respective employment under certain conditions, including partial acceleration of unvested equity awards and specified severance payments and benefits.

Each of our NEOs is also entitled to specified benefits in the event of involuntary termination of their employment without cause or voluntary termination of employment for good reason within 18 months after a change of control, including accelerated vesting of unvested equity awards and specified cash severance payments and benefits. In addition, if a change of control occurs within 12 months following the NEO’s involuntary termination of employment without cause or voluntary termination of employment for good reason, all unvested time-based equity awards will accelerate and vest on the effective date of the change of control and unvested equity awards subject to performance-based vesting (currently, PRSUs), will vest in accordance with the terms of the applicable award agreement. Further, if a change of control occurs during the employment of our NEOs, all unvested time-based equity awards held by our CEO, COO and CLO will accelerate and vest on the effective date of the change of control and unvested equity awards subject to performance-based vesting (currently, PRSUs) held by our NEOs will vest in accordance with the terms of the applicable award agreement.

We have provided more detailed information about these severance and change of control benefits, along with estimates of value under various circumstances, in the table below under “Potential Payments Upon Termination or Change of Control” and under the heading “Employment Agreements and Severance Plan” below.

Our goal in providing severance and change of control benefits is to offer sufficient certainty in compensation such that our executive officers will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We believe these benefits assist in maintaining a competitive position in terms of attracting and retaining key executives, which is in the best interests of our stockholders.

Role of the Compensation Committee, Performance Evaluations and Management

The Compensation Committee, which is comprised entirely of independent directors, is responsible for the general oversight of our compensation policies and practices. The Compensation Committee also reviews the overall compensation structure and evaluates the performance of our NEOs in order to determine that compensation is fair, reasonable, competitive and consistent with our compensation philosophies and objectives based on their collective experiences and business judgment. The Compensation Committee engages an independent compensation consultant to provide advice with respect to executive compensation.

The Compensation Committee specifically evaluates the performance of our CEO and, with input from our CEO, the overall performance of our other NEOs. The Compensation Committee also discusses the overall performance and compensation of our NEOs with our Board and presents the Board with information regarding compensation matters throughout the year as needed.

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The Compensation Committee oversees the development, implementation and administration of our compensation programs, including all compensation plans adopted by the Board under which equity grants are made, and determines and approves performance measures and goals and objectives relevant to the compensation program. In addition, the Compensation Committee evaluates the performance of the CEO in light of those goals and objectives, determines and approves the CEO’s compensation based on this evaluation, reviews and approves the compensation of the other NEOs, reviews and approves all discretionary bonuses to our employees and reviews and approves employment, severance and change of control agreements, as well as any other supplemental benefits provided to our NEOs and other senior employees under the Compensation Committee’s purview. The Compensation Committee also reviews and makes recommendations to our Board with respect to non-employee directors’ compensation. The Compensation Committee works with management to annually review and reassess the adequacy of its charter, proposing changes as necessary to our Board for approval.

Our NEOs play a critical role in setting or recommending compensation levels throughout our organization. Our CEO makes incentive compensation recommendations to the Compensation Committee for the NEOs other than the CEO. In considering the CEO’s recommendations, the Compensation Committee evaluates results measured by the performance measures, goals and objectives of our compensation programs as well as qualitative factors to ensure that compensation is fair, reasonable, competitive and consistent with our compensation philosophy and objectives.

Our NEOs work with the Compensation Committee to design and develop compensation programs applicable to all our employees, including recommending changes to existing compensation programs and operational performance targets, preparing analyses of Company financial or operational data and other Compensation Committee briefing materials, analyzing industry data and, ultimately, implementing the decisions of the Compensation Committee.

Use of Compensation Consultant

The Compensation Committee has retained FW Cook (“FWC”), an independent compensation consultant, to provide objective advice on the pay practices, compensation plan design and the competitive landscape for compensation. The compensation consultant also reviews and makes recommendations for the selection process and pay information used for market compensation benchmarking discussed below. WisdomTree pays the cost for FWC’s services. However, the Compensation Committee retains the sole authority to direct, terminate or continue FWC’s engagement. The Compensation Committee has confirmed the independence of FWC in accordance with SEC and NYSE rules and has determined that their work has not raised any conflicts of interest.

Market Compensation Benchmarking

The Compensation Committee monitors relevant market and industry statistics on executive compensation as one of several factors it considers in determining compensation of our NEOs. In making compensation decisions, the Compensation Committee reviews:

Industry surveys. Aon Consulting, Inc. (“Aon”) prepares annual comprehensive compensation surveys for the asset management industry. These surveys consist of consolidated compensation information of publicly-traded and private asset management firms.

Industry peers. Publicly disclosed pay information for certain publicly-traded asset management firms that are generally similar in size, market capitalization, product offering and/or financial metrics as WisdomTree.

The Compensation Committee uses this information to inform compensation decisions and to understand evolving pay trends at asset managers; however, the Compensation Committee recognizes that there are inherent limitations on the comparability and usefulness of the market data, including time lags, differences in scope of responsibilities, geographic differences and other factors. While the Compensation Committee believes such comparative information is useful, such data is intended solely to serve as a reference point to assist the Compensation Committee in its discussions and deliberations.

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At the beginning of the year, the Compensation Committee, working with FWC, reviews the appropriateness of the companies included in the industry peer group that we refer to as the “Compensation Peer Group.” The Compensation Peer Group median is used to determine the target compensation of the CEO and as a reference point for the other NEOs. The Compensation Committee adjusts this peer group based on metric changes of the peer group average relative to WisdomTree. Relevant metrics considered by the Compensation Committee include AUM, financial metrics, number of employees and market capitalization. The 2025 Compensation Peer Group, as approved by the Compensation Committee, is set forth below:

2025 Incentive Compensation Program and Results

We maintain a performance-based incentive compensation program for our NEOs. A portion of the awards under the incentive compensation program are paid in cash and a portion are in the form of equity awards (restricted stock subject to time-based vesting and PRSUs subject to performance-based vesting). The program is designed to determine the proper level of funding for the incentive compensation pool relative to achieving certain quantitative metrics and qualitative results that incentivize growth. For 2025, the achievement of quantitative metrics determined 75% of our total incentive compensation pool with the remaining 25% determined by the Compensation Committee based on qualitative results. This split reflects the Compensation Committee’s desire for a formulaic bonus plan while recognizing the need to apply some level of judgment in setting appropriate compensation levels to reflect the accomplishment of strategic objectives and individual performance.

Actual plan performance is summarized below. The quantitative metrics chosen were considered important performance measurements that our Board and investors use to measure the health of our business and relative success:

•  Net inflows and Annualized RRR from Flows – derived using broad industry data for the asset management and ETP industry, including historical industry growth rates over a three-to-five year period, as well as consideration of historical actual performance and analyst expectations. Consistent with a modest decline in industry growth rates compared to the prior year, the 2025 net inflows target was set slightly below prior year levels. In addition, the Annualized RRR from Flows target reflects the Company’s observed and expected shift in product mix toward lower fee strategies. Notwithstanding these factors, the targets were designed to remain rigorous, with net inflows requiring performance in line with or above expected industry growth and RRR requiring strong execution across product mix and revenue generation. The funded payout is capped at 300% of target. These metrics are exclusive of flows resulting from our gold ETPs charging approximately 40 basis points per annum.

•  Financial metrics – our total revenues, adjusted operating income and adjusted operating margin, which is derived from internal planning activities. We define “adjusted operating income” as operating income, calculated in accordance with GAAP, excluding bonus expense, and we define “adjusted operating margin” as adjusted operating income divided by revenue. The funded payout is capped at 250% of target.

•  Relative total shareholder return – our stock performance relative to the Traditional Asset Manager Peer Group and a measure of value generated for our stockholders. The TSR for each member of the Traditional Asset Manager Peer Group was derived from the average per-share value of the publicly-traded common stock of each peer group member for the 90-calendar day period ending on January 1, 2025 (beginning of period) and December 31, 2025 (end of period) and includes the impact of dividends. The funded payout is capped at 250% of target.

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The table below discloses the threshold, target and maximum payouts for each performance metric:

The table below discloses actual performance and the funded payout of the incentive compensation pool:

(1)     These metrics are exclusive of outflows resulting from our gold ETPs charging approximately 40 basis points per annum.

(2)     2025 Actuals have been adjusted to account for the impact of foreign exchange fluctuations on targets set at the beginning of the year related to our international operations. These foreign exchange adjustments, which had a negligible impact on the Funded Payout, include a decrease to revenues of $2,904 and a decrease to adjusted operating income of $722.

(3)     Computed using two-to-one leverage, meaning for every percentage point increase (or decrease) in performance, our NEOs received a two percentage point increase (or decrease) to the payout.

(4)     2025 Actuals exclude $4,693 of acquisition-related costs and $1,434 of intangible asset amortization arising from the Ceres acquisition.

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In recommending and determining the amount of incentive compensation and total compensation for our NEOs, our CEO and Compensation Committee primarily used their business judgment and considered:

•  individual performance;

•  the contribution of our NEOs in achieving the strategic initiatives described above;

•  retention;

•  tenure at the firm;

•  historical compensation;

•  compensation survey data from Aon and our Compensation Peer Group; and

•  guidance from FWC.

See “2025 Total Compensation” below for further information regarding actual compensation paid to our NEOs.

2025 Total Compensation

The table below reflects the total compensation awarded for 2025 performance to our NEOs in the manner that the Compensation Committee used to evaluate total compensation. This table supplements the Summary Compensation Table below, which is presented in a different format as required by the SEC:

(1)     PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted, and PRSUs awarded to our other NEOs represent 25% of the long-term equity awards. The amounts reflected in this table represent the target dollar value of the awards. PRSUs were granted in January 2026 and, in connection with the revised calibration methodology described above, additional PRSUs were granted in February 2026. The aggregate grant-date fair value of these awards, as determined in accordance with ASC 718 using a Monte Carlo simulation, was as follows: Mr. Steinberg: $3,043; Mr. Edmiston: $301; Ms. Frankenthaler: $264; Mr. Lilien: $1,790 and Mr. Marinof: $371.

(2)     Mr. Marinof’s compensation is paid in British pounds. Amounts reflected in the table are reported in U.S. dollars using the average exchange rate of $1.3182 to £1.

Mr. Steinberg’s and Mr. Lilien’s funded percentages of 133% and 128%, respectively, reflected their contributions to the Company’s overall performance, including record AUM; organic growth of 8%; revenue and operating income growth of 15% and 27%, respectively; operating margin expansion of approximately 300 basis points; and additional achievements described above in the “Executive Summary – Business Overview.” Mr. Edmiston’s and Ms. Frankenthaler’s funded percentages of 128% and 134%, respectively, reflected their individual performance during the year, their efforts in facilitating the Ceres acquisition and related financing. Mr. Marinof’s funded percentage was set at 135%, reflecting record European-listed AUM; $6.4 billion of net inflows into European-listed products; new product launches that attracted meaningful investor demand; and Europe’s relative contribution to the Company’s operating results.

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The following charts reflect the elements of total compensation for our NEOs as a percentage of their total compensation based on the chart above:

Risk Analysis of Compensation Policies and Programs

The Compensation Committee has reviewed our overall compensation policies and believes that these policies do not encourage excessive and unnecessary risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. The design of the compensation policies and programs encourages employees to remain focused on both our short- and long-term goals. For example, while the cash bonus plan measures performance on an annual basis, a portion of the equity awards typically vest in equal installments over three years, and a portion typically cliff vest after three years in an amount derived from our TSR in relation to a peer group. We believe this encourages employees to focus on sustained stock price appreciation, thus limiting the potential for excessive risk-taking.

In addition, we have implemented the following policies to manage risk:

•  Stock Ownership Guidelines. Our stock ownership guidelines require our CEO, all other executive officers and our non-employee directors to maintain an ongoing ownership position in our common stock with a dollar value equal to six times (6x) base salary for our CEO, three times (3x) base salary for all other executive officers and five times (5x) base retainer for our non-employee directors. Additional details about our stock ownership guidelines are described in this proxy statement under the heading “Stock Ownership Guidelines;”

•  Insider Trading Policy. Our insider trading policy strictly prohibits hedging, pledging and similar transactions in our common stock by our employees, officers and directors as described in this proxy statement under the heading “Policy Prohibiting Short Sales, Derivatives Trading, Hedging and Pledging;” and

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•  Clawback Policy. Our clawback policy provides that, in the event that we are required to restate our financial statements due to material noncompliance with any financial reporting requirement under securities laws, we are required to recoup (subject to certain limited exceptions) any cash or equity incentive compensation received by any current or former executive officer in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements. In addition, under our clawback policy, in the event that we are required to restate our financial statements due to material noncompliance with any financial reporting requirement under securities laws, we must use reasonable efforts to recover (i) any cash or equity incentive compensation received by any other current or former employee of the Company in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements if we determine that the employee committed certain acts or omissions that materially contributed to the circumstances requiring the restatement and (ii) up to 100% of the cash and equity incentive compensation received by any current or former employee in the three years prior to the date we are required to restate our financial statements if we determine that the employee committed certain acts or omissions that materially contributed to the circumstances requiring the restatement.

Tax and Accounting Considerations

We evaluate the effect of accounting and tax treatment of particular forms of compensation on an ongoing basis and make modifications to compensation policies in response where appropriate. Under current U.S. tax rules, compensation paid to our NEOs in excess of $1,000,000 is generally not deductible by us. In designing our executive compensation program and determining the compensation of our executive officers, including our NEOs, our compensation committee considers a variety of factors, including the potential impact of the $1,000,000 deduction limit. While the Compensation Committee is mindful of the benefit of the full deductibility of compensation, it believes that stockholder interests are best served if the Compensation Committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. Accordingly, while considering tax deductibility as a factor in determining executive compensation, the Compensation Committee may not limit such compensation to levels that will be deductible.

Policies and Practices Related to the Grant of Certain Equity Awards

It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

We generally make awards on pre-determined dates. Annual equity awards to all eligible employees, including our NEOs, are generally made on January 25th, and annual equity awards to members of our Board are made on the date of our annual meeting of stockholders.

WisdomTree did not grant any stock options, stock appreciation rights or similar option-like instruments in 2025.

Conclusion

After careful review and analysis, we believe that each element of compensation and the total compensation provided to our NEOs is reasonable and appropriate. The Compensation Committee believes that our compensation program gives our NEOs appropriate incentive to contribute to our long-term performance and believes that our compensation structure and practices encourage management to work as a team in an entrepreneurial culture for outstanding stockholder returns, without taking unnecessary or excessive risks. We believe the total compensation opportunities of our compensation packages will allow us to attract and retain talented executives who have helped and who will continue to help us grow as we look to the years ahead.

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