Item 5. Other Information
ITEM 5.
OTHER INFORMATION
10b5-1 Trading Arrangements
During the three months ended March 31, 2024,
none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or
modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation
S-K).
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ITEM 6.
EXHIBITS
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Amended
and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on
Form 10, filed with the SEC on March 31, 2011)
3.2
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 of the Registrant’s
Current Report on Form 8-K, filed with the SEC on November 7, 2022)
3.3
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference
to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022)
3.4
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit
3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022)
3.5
Certificate
of Designations of Series A Non-Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the
Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018)
3.6
Certificate
of Designations of Series B Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1
of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023)
3.7
Fourth
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with
the SEC on November 7, 2022)
4.1
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10, filed
with the SEC on March 31, 2011)
4.2
Amended
and Restated Stockholders Agreement among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit
4.2 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)
4.3
Securities
Purchase Agreement among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.3 of the
Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)
4.4
Securities
Purchase Agreement among the Registrant and certain investors dated October 15, 2009 (incorporated by reference to Exhibit 4.4 of the
Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)
4.5
Third
Amended and Restated Registration Rights Agreement dated October 15, 2009 (incorporated by reference to Exhibit 4.5 of the Registrant’s
Registration Statement on Form 10, filed with the SEC on March 31, 2011)
4.6
Indenture,
dated as of June 14, 2021, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference
to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on June 14, 2021)
4.7
Form
of Global Note, representing the Registrant’s 3.25% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.2
of the Registrant’s Current Report on Form 8-K, filed with the SEC on June 14, 2021)
4.8
Indenture,
dated as of February 14, 2023, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference
to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 14, 2023)
4.9
Form
of Global Note, representing the Registrant’s 5.75% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.2
of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 14, 2023)
4.10
Stockholder
Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20,
2023)
4.11
Amendment
No. 1, dated as of May 4, 2023, to Stockholder Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form
8-K filed with the SEC on May 5, 2023)
4.12
Amendment
No. 2, dated as of May 10, 2023, to Stockholder Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form
8-K, filed with the SEC on May 10, 2023)
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Exhibit
Number
Description
4.13
Amendment
No. 3, dated as of March 18, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and
Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K, filed with the SEC on March 18, 2024)
4.14
Amendment
No. 4, dated as of March 25, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and
Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K, filed with the SEC on March 29, 2024)
4.15
Amendment
No. 5, dated as of April 30, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc. and
Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K, filed with the SEC on April 30, 2024)
31.1 (1)
Rule 13a-14(a) / 15d-14(a) Certification
31.2 (1)
Rule 13a-14(a) / 15d-14(a) Certification
32.1 (2)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 (1)
Financial Statements from the Quarterly Report on Form
10-Q of the Company for the three months ended March 31, 2024, formatted in XBRL: (i) Consolidated Balance Sheets at March 31, 2024
(Unaudited) and December 31, 2023; (ii) Consolidated Statements of Operations and Comprehensive Income for the three months ended
March 31, 2024 and March 31, 2023 (Unaudited); (iii) Consolidated Statements of Changes in Stockholders’ Equity for the three months
ended March 31, 2024 and March 31, 2023 (Unaudited); (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2024
and March 31, 2023 (Unaudited); and (v) Notes to Consolidated Financial Statements, as blocks of text and in detail.
101.SCH (1)
Inline XBRL Taxonomy Extension Schema Document
101.CAL (1)
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF (1)
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (1)
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE (1)
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104 (1)
Cover Page Interactive Data File (formatted as inline
XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
(1)
Filed herewith.
(2)
Furnished herewith.
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SIGNATURE
Pursuant to the requirements of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 7 th
day of May 2024.
WISDOMTREE, INC.
By:
/s/ Jonathan Steinberg
Jonathan Steinberg
Chief Executive Officer
(Principal Executive Officer)
WISDOMTREE, INC.
By:
/s/ Bryan Edmiston
Bryan Edmiston
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
53
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.