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Item 5. Other Information

2024-08-02 compared with 2024-05-07 · 103 added, 70 removed, 24 unchanged (88% of the section changed)

OTHER INFORMATION

This disclosure is intended to satisfy any obligation

to provide disclosures pursuant to Item 5.03 of Form 8-K.

Effective August 1, 2024, our Board of Directors

approved an amendment and restatement of our Fourth Amended and Restated By-Laws (as amended and restated, the “Fifth Amended and

Restated By-Laws,” which are referred to in this Report as the “By-laws”).

The By-laws were amended to repeal the proxy

access provision (Article II, Section 11(d)(4)(G)) that required the proposed director nominee to provide the Board with an irrevocable

letter of resignation, subject to acceptance by the Board in the event that, at some later date, the Board determined that the nominee

made untrue statements in connection with their proxy access submission.

The foregoing description of the amendment contained

in the By-laws is qualified in its entirety by reference to the By-laws, which are filed as Exhibit 3.7 to this Report.

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

During the three months ended June 30, 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

EXHIBIT INDEX

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)

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)

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)

of Amendment to the Amended and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit

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,

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)

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)

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)

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)

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)

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)

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)

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)

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)

Amended and Restated Registration Rights Agreement dated October 15, 2009 (incorporated by reference to Exhibit 4.5 of the Registrant’s

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)

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)

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)

Fifth Amended and Restated By-Laws

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)

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)

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)

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)

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)

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)

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,

1, dated as of May 4, 2023, to Stockholder Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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 May 5, 2023)

2, dated as of May 10, 2023, to Stockholder Rights Agreement, dated as of March 17, 2023, between the Registrant and Continental Stock

8-K, filed with the SEC on March 18, 2024)

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 May 10, 2023)

3, dated as of March 18, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc.

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, dated as of March 25, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc.

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)

5, dated as of April 30, 2024, to Stockholder Rights Agreement, dated as of March 17, 2023, as amended, between WisdomTree, Inc.

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)

8-K, filed with the SEC on March 29, 2024)

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)

Rule 13a-14(a) / 15d-14(a) Certification

1 unchanged sentence

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Financial Statements from the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2024, formatted

(i) Consolidated Balance Sheets at June 30, 2024 (Unaudited) and December 31, 2023;

(ii) Consolidated Statements of

Operations and Comprehensive Income for the three and six months ended June 30, 2024 and June 30, 2023 (Unaudited);

(iii) Consolidated

Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and June 30, 2023 (Unaudited);

Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023 (Unaudited);

and (v) Notes to Consolidated

Financial Statements, as blocks of text and in detail.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as inline

XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits

__________________________________________________________

Filed herewith.

Furnished herewith.

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.

7 unchanged sentences

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer and Principal

Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information