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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 8-K
________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2025
__________________
WisdomTree, Inc.
(Exact name of registrant as specified in its charter)
_____________________
| Delaware | 001-10932 | 13-3487784 |
|
(State or other jurisdiction of incorporation) |
Commission File Number: |
(IRS Employer Identification No.) |
250 West 34th Street
3rd Floor
New York, NY 10119
(Address of principal executive offices, including zip code)
(212) 801-2080
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.01 par value | WT | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry Into a Material Definitive Agreement. |
Equity Purchase Agreement
On July 31, 2025, WisdomTree, Inc. (the “Company”) and WisdomTree Farmland Holdings, Inc. (the “Purchaser”), a wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement with Ceres Partners, LLC, an Indiana limited liability company (“Ceres”), the members of Ceres (together, the “Sellers”), and an individual acting as the Sellers’ representative, pursuant to which the Purchaser agreed to acquire from the Sellers all of the issued and outstanding equity interests of Ceres (the “Acquisition”).
On October 1, 2025, the Purchaser completed the Acquisition for aggregate consideration consisting of (i) $275.0 million in cash, subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital, and (ii) earnout consideration of up to $225.0 million, payable in 2030, contingent upon Ceres achieving a compound annual growth rate in revenue of 12% to 22% during the earnout measurement period of January 1, 2025 through December 31, 2029.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
Please see the disclosure set forth under “Item 1.01 Entry into a Material Definitive Agreement” regarding the completion of the Acquisition, which is incorporated by reference into this Item 2.01.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit 99.1 | Press Release, dated October 2, 2025 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WisdomTree, Inc. | |||
| Date: October 2, 2025 | By: |
/s/ Bryan Edmiston
|
|
| Bryan Edmiston | |||
| Chief Financial Officer | |||
Exhibit 99.1
WisdomTree Completes Acquisition of Ceres Partners, Premier U.S. Farmland Investment Manager and Family Farmer Partner
NEW YORK, October 2, 2025 (Business Wire) – WisdomTree, Inc. (NYSE: WT), a global financial innovator, announced today that it has completed its previously announced acquisition of Ceres Partners, LLC, a leading U.S.-based alternative asset manager.
This acquisition marks WisdomTree’s first major step into private asset markets, anchored by Ceres’ differentiated farmland platform. The transaction expands WisdomTree beyond exchange-traded products (“ETPs”), managed models and tokenization, positioning the firm at the intersection of public and private markets. Farmland, one of the largest yet most underpenetrated real asset classes, has historically delivered equity-like returns with low volatility, uncorrelated to traditional markets, offering investors diversification, scale and durable income potential.
“The completion of the acquisition of Ceres marks a transformative moment for WisdomTree,” said Jonathan Steinberg, WisdomTree Founder and CEO. “Our entry into private markets begins with farmland, a space where we can truly differentiate, establish leadership, and capture meaningful growth. By adding farmland to our product suite, we are expanding our reach into private markets and accelerating our long-term growth strategy. This acquisition provides investors with unique access to a resilient, inflation-protected asset class, while bringing on Ceres’ farmland platform, which has delivered net annualized returns of over 10% since inception. Ceres’ strong performance enhances our platform, strengthens diversification, and reinforces our commitment to building enduring value for clients and stockholders.”
WisdomTree acquired Ceres Partners for consideration consisting of $275 million in cash paid at closing, subject to customary post-closing adjustments, and earnout consideration of up to $225 million, payable in 2030, contingent upon Ceres achieving revenue growth targets. The upfront consideration was funded from WisdomTree’s recently completed convertible senior notes offering.
Perry Vieth, Founder and CEO, Ceres Partners, said, “Joining WisdomTree is an important milestone for Ceres. For nearly two decades, we’ve built a farmland investment platform rooted in performance, operational expertise and partnerships with farmers. With WisdomTree’s scale, distribution and digital innovation, we can bring farmland and adjacent opportunities in solar leasing, AI data infrastructure and water rights to a broader base of investors, driving the next chapter of growth.”
About WisdomTree
WisdomTree is a global financial innovator, offering a diverse suite of exchange-traded products (ETPs), models and solutions, as well as 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, 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 blockchain-native digital wallet, WisdomTree Prime® and institutional platform, WisdomTree Connect™.*
* The WisdomTree Prime digital wallet and digital asset services and WisdomTree Connect institutional platform are made available through WisdomTree Digital Movement, Inc., a federally registered money services business, state-licensed money transmitter and financial technology company (NMLS ID: 2372500) or WisdomTree Digital Trust Company, LLC, in select U.S. jurisdictions and may be limited where prohibited by law. WisdomTree Digital Trust Company, LLC is chartered as a limited purpose trust company by the New York State Department of Financial Services to engage in virtual currency business. Visit https://www.wisdomtreeprime.com, the WisdomTree Prime mobile app or https://wisdomtreeconnect.com for more information.
WisdomTree currently has approximately $136.2 billion in assets under management globally.
For more information about WisdomTree, WisdomTree Connect and WisdomTree Prime, visit: https://www.wisdomtree.com.
Please visit us on X at @WisdomTreeNews.
WisdomTree® is the marketing name for WisdomTree, Inc. and its subsidiaries worldwide.
About Ceres Partners
Ceres Partners is a specialist investment manager focused on food, agriculture, and most recently, water resources. Founded in 2007, Ceres Partners manages approximately $1.8 billion in its flagship farmland Fund that owns approximately 176,000 acres of prime U.S. farmland across 12 states. The Fund invests primarily in row crop farmland that delivers stable, uncorrelated returns including income and capital appreciation. Ceres serves a diverse investor base including institutions, family offices, registered investment advisors, and high net worth individuals. For more information on Ceres Partners, visit the Ceres Partners Website.
PRODUCTS AND SERVICES AVAILABLE VIA WISDOMTREE PRIME:
NOT FDIC INSURED | NO BANK GUARANTEE | NOT A BANK DEPOSIT | MAY LOSE VALUE | NOT SIPC PROTECTED | NOT INSURED BY ANY GOVERNMENT AGENCY
The products and services available through the WisdomTree Prime app and WisdomTree Connect are not endorsed, indemnified or guaranteed by any regulatory agency.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our ability to achieve our financial and business plans, goals and objectives and drive stockholder value, including with respect to our ability to successfully implement our strategic goals relating to our acquisition of Ceres Partners and other risk factors discussed from time to time in WisdomTree’s filings with the Securities and Exchange Commission (“SEC”), including those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on February 26, 2025, and in subsequent reports filed with or furnished to the SEC. These forward-looking statements are based on WisdomTree’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside WisdomTree’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements included in this release speak only as of the date of this release. WisdomTree does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release except as may be required by the federal securities laws.
Contact Information:
Media Relations
WisdomTree, Inc.
Jessica Zaloom
+1.917.267.3735
jzaloom@wisdomtree.com
Natasha Ramsammy
+1.917.267.3798
nramsammy@wisdomtree.com / wisdomtree@fullyvested.com
Investor Relations
WisdomTree, Inc.
Jeremy Campbell
+1.917.267.3859
Jeremy.Campbell@wisdomtree.com
Category: Business Update