WisdomTree Announces \$525 Million Convertible Senior Notes Offering and Strategic Acquisition Update

Key Highlights for Investors

• WisdomTree, Inc. (NYSE: WT) has announced a proposed private offering of \$525 million aggregate principal amount of convertible senior notes due 2031. The offering is to be made to qualified institutional buyers under Rule 144A of the Securities Act.
• The company is also granting initial purchasers an option to buy up to an additional \$78.75 million of notes within 13 days of the initial issuance.
• Proceeds from the offering have defined uses:
  • Approximately \$200 million will be used to fund the closing consideration for the previously announced acquisition of Atlantic House Holdings Limited (“Acquisition”).
  • A portion will be used to pay the cash consideration to exchange its 3.25% convertible senior notes due 2029 as part of notes exchange transactions.
  • Any remaining proceeds may be used for general corporate purposes, which could include repayment of other outstanding debt such as the 3.25% notes due 2026, remaining 2029 notes, and 4.625% notes due 2030.
• If the Acquisition is not completed, proceeds earmarked for the deal will instead be used for general corporate purposes.

Details on the New Convertible Notes

• Conversion Features: The notes will be convertible before July 1, 2031, only if certain conditions and periods are met. After that date, holders can convert at any time until just before maturity.
• Upon conversion, WisdomTree will pay cash up to the principal amount converted, and at its discretion, will settle any excess conversion obligation with cash, shares of common stock, or a combination.
• Redemption: The notes are redeemable, in whole or part, for cash at WisdomTree’s option starting April 6, 2028, subject to certain conditions. The redemption price equals the principal plus accrued but unpaid interest.
• Interest rate, conversion rate, and other terms will be set upon pricing of the notes.

Notes Exchange Transactions

• In conjunction with the offering, WisdomTree expects to negotiate privately with holders to exchange:
  • Up to \$75 million in principal of 2026 notes for common stock plus accrued interest in cash.
  • Up to \$275 million in principal of 2029 notes for cash and common stock plus accrued interest in cash.

  The terms will be negotiated individually, and there is no assurance on the amount or terms of exchanges.

• Potential Market Impact: Shareholders should be aware that holders of the 2029 notes who have hedged their equity price risk may unwind their hedge positions, potentially buying substantial amounts of WisdomTree common stock or executing derivative transactions. Such activity could significantly impact the market price of WisdomTree shares, particularly around the time of the notes pricing.

Other Notable Information

• The notes and any common stock issued upon conversion are not registered under the Securities Act and may only be offered or sold in the U.S. pursuant to an applicable exemption.
• As of the last reportable period, WisdomTree manages approximately \$150.8 billion in assets globally, inclusive of assets managed by Ceres Partners.
• Product and Service Disclosures: WisdomTree’s digital asset products and services—including those via WisdomTree Connect™ and WisdomTree Prime®—are not FDIC insured, not bank guaranteed, not bank deposits, may lose value, are not SIPC protected, and are not insured by any government agency.

Forward-Looking Statements and Risks

This announcement contains forward-looking statements regarding the terms and size of the notes offering, the use of proceeds, the completion of the Atlantic House Holdings acquisition, the effects of notes exchange transactions, and related market impacts. These statements are subject to risks and uncertainties, including the possibility that the offering may not be completed as expected, or at all, and other risks detailed in WisdomTree’s most recent SEC filings.

Investors should be aware: The outcome of the notes offering, the acquisition, and the related market activities could have a material effect on WisdomTree’s share price. The potential for large-scale stock purchases by hedged holders unwinding positions could cause significant volatility.

Contact Information

• Investor Relations: Jeremy Campbell, +1.917.267.3859, [email protected]
• Media Relations: Jessica Zaloom, +1.917.267.3735, [email protected]

Disclaimer: The information provided in this article is based on a press release by WisdomTree, Inc. and is intended for informational purposes only. It does not constitute investment advice or a solicitation to buy or sell securities. Potential investors should consult the company’s official filings and their financial advisor, and be aware that forward-looking statements involve risks that could materially affect future results and the value of the company’s shares.

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