WisdomTree, Inc. Debt Disclosure
10. Convertible Notes
The Company has the following convertible notes outstanding as of December 31, 2025:
| · | $150,000 in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”); |
| · | $345,000 in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”); and |
| · | $475,000 in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the “2030 Notes”). |
Each class of notes was issued pursuant to indentures dated as of the issuance dates between the Company and U.S. Bank Trust Company, National Association, as trustee (either initially or as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
In connection with the issuance of the 2030 Notes, the Company repurchased $24,030 in aggregate principal amount of its 5.75% convertible senior notes due 2028 (the “2028 Notes”). As a result of this repurchase, the Company recognized a loss on extinguishment of $13,011 during the year ended December 31, 2025. Additionally, on November 25, 2025, the Company redeemed the remaining $1,815 in aggregate principal amount of the 2028 Notes, resulting in a loss on extinguishment of $833.
As of December 31, 2025, the Company had an aggregate principal amount of $970,000 outstanding of the 2026 Notes, the 2029 Notes and the 2030 Notes (collectively, the “Convertible Notes”).
Key terms of the Convertible Notes are as follows:
| 2026 Notes | 2029 Notes | 2030 Notes | ||||
| Principal outstanding | $150,000 | $345,000 | $475,000 | |||
| Issuance date | June 14, 2021 | August 13, 2024 | August 14, 2025 | |||
| Maturity date (unless earlier converted, repurchased or redeemed) | June 15, 2026 | August 15, 2029 | August 15, 2030 | |||
| Interest rate | 3.25% | 3.25% | 4.625% | |||
| Initial conversion price | $11.04 | $11.82 | $19.15 | |||
| Initial conversion rate | 90.5797 | 84.5934 | 52.2071 | |||
| Redemption price | $14.35 | $15.37 | $24.90 |
| · | Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2030 Notes and the 2029 Notes and on June 15 and December 15 of each year for the 2026 Notes. |
| · | Conversion price: Convertible at an initial conversion rate into shares of the Company’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment. |
| · | Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2030, May 15, 2029 and March 15, 2026 for the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the business day period after any consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2030, May 15, 2029 and March 15, 2026 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. |
| · | Cash settlement of principal amount: Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At its election, the Company will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock. |
| · | Redemption price: The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 20, 2027, August 20, 2026 and June 20, 2023 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, and on or prior to the 45th scheduled trading day with respect to the 2030 Notes and the 55th scheduled trading day with respect to the 2029 Notes and the 2026 Notes immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. |
| · | Limited investor put rights: Holders of the Convertible Notes have the right to require the Company to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. |
| · | Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 75.7003 shares, 103.6269 shares and 144.9275 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively (the equivalent of 93,448,048 shares of the Company’s common stock based on the aggregate principal amount of Convertible Notes outstanding), subject to adjustment. |
| · | Seniority and Security: The Convertible Notes rank equal in right of payment and are the Company’s senior unsecured obligations. |
The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than 25% in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
The following table provides a summary of the Convertible Notes at December 31, 2025 and December 31, 2024:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
2026 Notes | 2029 Notes | 2030 Notes | Total | 2026 Notes | 2028 Notes | 2029 Notes | Total | |||||||||||||||||||||||||
| Principal amount | $ | 150,000 | $ | 345,000 | $ | 475,000 | $ | 970,000 | $ | 150,000 | $ | 25,845 | $ | 345,000 | $ | 520,845 | ||||||||||||||||
| Less: Unamortized issuance costs | (396 | ) | (5,566 | ) | (10,231 | ) | (16,193 | ) | (1,263 | ) | (466 | ) | (7,083 | ) | (8,812 | ) | ||||||||||||||||
| Carrying amount | $ | 149,604 | $ | 339,434 | $ | 464,769 | $ | 953,807 | $ | 148,737 | $ | 25,379 | $ | 337,917 | $ | 512,033 | ||||||||||||||||
| Effective interest rate(1) | 3.83% | 3.70% | 5.10% | 4.40% | 3.83% | 6.25% | 3.70% | 3.86% | ||||||||||||||||||||||||
_____________________________
| (1) | Includes amortization of the issuance costs and premium. |
Interest expense on the Convertible Notes during the years ended December 31, 2025, 2024, and 2023 was $28,639, $16,275 and $14,945 respectively. Interest payable of $12,813 and $5,107 at December 31, 2025 and 2024, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.
The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) at December 31, 2025 and 2024 was $1,082,570 and $571,031, respectively.
At December 31, 2025, the if-converted value of the 2026 Notes and the 2029 Notes was $165,625 and $355,799, respectively, and the if-converted value of the 2030 Notes did not exceed the principal amount. At December 31, 2024, the if-converted value of the 2028 Notes was $28,446, and the if-converted value of the 2026 and 2029 Notes did not exceed the principal amount.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2018 | Mar 1, 2019 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.