8-K - WisdomTree, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

WisdomTree, Inc. and its subsidiary WisdomTree International Holdings Ltd entered into a Sale and Purchase Agreement on March 13, 2026, to acquire all issued and outstanding share capital of Atlantic House Holdings Limited from its sellers for £150.0 million (approximately $200.0 million) in cash at closing, plus adjustments. The acquisition, expected to close in Q2 2026 subject to regulatory approvals and financing, expands WisdomTree's defined outcome and derivatives capabilities.

Key Takeaways

1Sale and Purchase Agreement dated March 13, 2026, for acquisition of Atlantic House Holdings Limited.

2Buyer: WisdomTree International Holdings Ltd (wholly-owned subsidiary of WisdomTree, Inc.).

3Sellers: Shareholders of Atlantic House, including Investor Sellers, Management Sellers, Growth Share Sellers, and EBT Trustee.

4Base consideration: £150.0 million cash (~$200 million) at closing, plus working capital loans and post-closing adjustments.

5Expected closing: Second quarter of 2026, subject to FCA approval, £185 million financing, and other conditions.

6Press release furnished as Exhibit 99.1 announcing the transaction.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry Into a Material Definitive Agreement. Equity Purchase Agreement On March 13, 2026, WisdomTree, Inc. (the “Company” or the “Buyer’s Guarantor”) and Wisdo

Material Agreement

$200.0M

7.01

, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the

Regulation Fd

9.01

. Financial Statements and Exhibits. (d) Exhibits: 2.1* + Sale and Purchase Agreement by and among the Company, WisdomTree International Holdings Ltd, Atlantic

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: All issued and outstanding share capital of Atlantic House Holdings Limited (including subsidiaries Atlantic House Group Limited).
Consideration: £150.0 million cash at closing (~$200 million), plus additional consideration for certain working capital loans, subject to customary post-closing adjustments.
Structure: 100% equity purchase from multiple sellers (Investor Sellers, Management Sellers, Growth Share Sellers, EBT Trustee).

•Agreement date: March 13, 2026.
•Expected closing: Q2 2026.
•Conditions: FCA change of control approvals, £185 million Buyer Debt Financing, no MAC Event, CEO employment agreement with Atlantic House Group Limited.
•Financing deadline: 20 business days after other conditions satisfied or May 4, 2026.

Material Agreement

Agreement: Sale and Purchase Agreement
Parties: WisdomTree International Holdings Ltd (Buyer), WisdomTree, Inc. (Buyer’s Guarantor), Atlantic House Holdings Limited shareholders (Sellers), FCM Trust Limited (EBT Trustee), Andrew Michael Lakeman (Individual Guarantor)

•£150.0 million base cash consideration at closing (~$200 million), plus working capital loans (part at closing, part deferred), subject to post-closing adjustments for cash, indebtedness, and working capital.
•Closing conditions: FCA regulatory approvals, Buyer Debt Financing of £185 million net proceeds via convertible debt securities, CEO employment agreement, no MAC Event.
•Expected closing: Q2 2026; Longstop Date: June 13, 2026.
•Termination rights: Buyer if MAC Event (Closing AUM [***]% lower than Base AUM due to net outflows); Sellers if financing not satisfied by deadline, entitling £5.0 million (~$6.7 million) Break Fee.
•W&I insurance policy obtained; Escrow Amount £2.0 million for adjustments.
•Non-compete/non-solicit covenants; ordinary course covenants pre-closing.

Exhibits (4)

2.1

EXHIBIT 2.1

2.2

EXHIBIT 2.2

8-K

Exhibit

99.1

EXHIBIT 99.1