What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-19 · 461 added, 511 removed, 946 unchanged (51% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2020, our management, with the participation of our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b)

As of December 31, 2021, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b)

promulgated under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

15 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

24 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent public accounting firm is Ernst & Young LLP, NewYork, New York, PCAOB Auditor ID 42 .

The information required by Item 9(e) of Schedule 14A will be contained in our definitive proxy statement or in an amendment to this Form 10-K

13 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive (Loss)/Income for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of WisdomTree Investments, Inc.

and Subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss)/income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”).

and Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income/(loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.

19 unchanged sentences

Description of the Matter

At December 31, 2020, the Company recorded a current deferred consideration liability of $17,374,000 and a long-term deferred consideration liability of $212,763,000 and for the year ended December 31, 2020, the Company recorded a loss on the revaluation of deferred consideration of $56,821,000.

At December 31, 2021, the Company recorded a current deferred consideration liability of

$16,739,000 and a long-term deferred consideration liability of $211,323,000 and for the year ended December 31, 2021, the Company recorded a gain on the revaluation of deferred consideration of $2,018,000.

As more fully described in Notes 2, 5 and 10 to the consolidated financial statements, deferred consideration represents an obligation of the Company for fixed payments of physical gold bullion to a third party into perpetuity that is carried at fair value.

7 unchanged sentences

For example, we agreed underlying data used in management’s valuation model to source documents and/or publicly available data, such as the gold royalty agreement and third-party gold price projections.

In addition, we involved our valuation specialists to assist in our evaluation of the Company’s valuation model and the discount rate used by the Company, to calculate an independent estimate of the fair value of the Company’s deferred consideration liability which we compared to the Company’s fair value estimate and to assist in performing a sensitivity analysis of the significant unobservable inputs to evaluate the change in the fair value estimate that would result from changes in these inputs.

In addition, we involved our valuation specialists to assist in our evaluation of the Company’s valuation model, the discount rate, the perpetual growth rate and forward looking gold prices used by the Company, to calculate an independent estimate of the fair value of the Company’s deferred consideration liability which we compared to the Company’s fair value estimate and to assist in performing a sensitivity analysis of the significant unobservable inputs to evaluate the change in the fair value estimate that would result from changes in these inputs.

ETFS Indefinite-Lived Intangible Assets – Assessment of Carrying Value

Description of the Matter

At December 31, 2020, the Company held indefinite-lived intangible assets related to rights to advisory agreements in connection with the ETFS acquisition, with an aggregate carrying value of $601,247,000.

At December 31, 2021, the Company held indefinite-lived intangible assets related to the right to manage assets under management through customary advisory agreements, which have no expiration date, in connection with the ETFS acquisition, with an aggregate carrying value of $601,247,000.

As described in Notes 2 and 24 to the consolidated financial statements, these assets were assessed for impairment based upon a quantitative test.

7 unchanged sentences

To test the Company’s quantitative impairment assessment of ETFS indefinite-lived intangible assets, our audit procedures included, among others, evaluating the Company’s selection of its fair value methodology, testing the significant unobservable inputs used in the valuation model, evaluating the clerical accuracy of the valuation model and testing the completeness and accuracy of the underlying data used by the Company to determine fair value.

For example, we agreed to our audit workpapers the ETFS cash flows which were used as a data point in the discounted cash flow analysis.

For example, we agreed certain inputs used to calculate the weighted average cost of capital to market data.

We compared the projected revenue growth rates to the Company’s historical results and to those of other guideline public companies in the same industry.

3 unchanged sentences

We have served as the Company’s auditor since 2010.

February 19, 2021

Report of Independent Registered Public Accounting Firm

31 unchanged sentences

Cash and cash equivalents

Securities owned, at fair value (including $ 23,932 and $ 16,886 invested in WisdomTree ETFs at December 31, 2020 and 2019, respectively)

Securities owned, at fair value (including $ 18,526 and $ 23,932 invested in WisdomTree ETFs at

2021 and 2020, respectively)

Accounts receivable (including $ 25,628 and $ 26,884 due from related parties at December 31, 2021 and 2020, respectively)

3 unchanged sentences

Fixed assets, net

Notes receivable, net (Note 9)

Indemnification receivable (Note 22)

11 unchanged sentences

Deferred consideration—gold payments (Note 10)

Securities sold, but not yet purchased, at fair value

Operating lease liabilities (Note 14)

3 unchanged sentences

Convertible notes (Note 12)

Debt (Note 13)

Deferred consideration—gold payments (Note 10)

2 unchanged sentences

Total liabilities

Preferred stock – Series A Non-Voting

Preferred stock —

Series A Non-Voting

Convertible, par value $ 0.01 ;

14.750 shares authorized, issued and outstanding;

redemption value of $ 72,667 and $ 71,630 at December 31, 2020 and 2019, respectively) (Note 15)

redemption value of $ 90,741

at December 31, 2021 and 2020, respectively) (Note 13)

Contingencies (Note

35 unchanged sentences

Interest expense

(Loss)/gain on revaluation of deferred consideration – gold payments (Note 12)

Gain/(loss) on revaluation of deferred consideration—gold payments (Note 10)

Interest income

1 unchanged sentence

Loss on extinguishment of debt (Note 11)

Other gains and losses, net

(Loss)/income before income taxes

Other losses and gains, net

Income/(loss) before income taxes

Income tax expense

Net (loss)/income

(Loss)/earnings per share—basic

(Loss)/earnings per share—diluted

Net income/(loss)

Earnings/(loss) per share—basic

Earnings/(loss) per share—diluted

Weighted-average common shares—basic

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements

(See Note 2 for revisions made to certain amounts previously reported)

WisdomTree Investments, Inc.

and Subsidiaries

Consolidated Statements of Comprehensive (Loss)/Income

Consolidated Statements of Comprehensive Income/(Loss)

(In Thousands)

Year Ended December 31,

Net (loss)/income

Other comprehensive income

Reclassification of foreign currency translation adjustment to other gains and losses, net, upon the sale of WisdomTree Asset Management Canada, Inc.

(“WTAMC” or “Canadian ETF business”) (Note 3)

Reclassification of foreign currency translation adjustment to other gains and losses, net, upon the liquidation of WisdomTree Japan Inc.

Change in unrealized gains/(losses) on available-for-sale

debt securities, net of tax

Net income/(loss)

Other comprehensive (loss)/income

Reclassification of foreign currency translation adjustment to other losses and gains, net, upon the sale of WisdomTree Asset Management Canada, Inc.

(“WTAMC” or “Canadian ETF business”)

Reclassification of foreign currency translation adjustment to other losses and gains, net, upon the liquidation of WisdomTree Japan Inc.

Foreign currency translation adjustment, net of income taxes

Other comprehensive income

Comprehensive (loss)/income

Other comprehensive (loss)/income

Comprehensive income/(loss)

The accompanying notes are an integral part of these consolidated financial statements

6 unchanged sentences

Balance—January 1, 2019

Common stock issued (Note 3)

Restricted stock issued and vesting of restricted stock units, net

8 unchanged sentences

Stock-based compensation

Allocation of equity component related to convertible notes, net

of issuance costs of $ 157 and deferred taxes of $ 1,239

Other comprehensive income

Balance—December 31, 2020

Reclassification of equity component related to convertible notes, net

deferred taxes of $ 1,022 , upon the implementation of Accounting

Standards Update 2020-06

Balance—January 1, 2021 (as adjusted)

Restricted stock issued and vesting of restricted stock units, net

2 unchanged sentences

Stock-based compensation

Allocation of equity component related to convertible notes, net of issuance costs of $ 157 and deferred taxes of $ 1,239

Other comprehensive income

Other comprehensive loss

Balance—December 31, 2021

6 unchanged sentences

Cash flows from operating activities:

Net (loss)/income

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

Net income/(loss)

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

Advisory fees received in gold and other precious metals

Loss/(gain) on revaluation of deferred consideration – gold payments

Contractual gold payments

Stock-based compensation

Unrealized losses

Amortization of issuance costs—convertible notes

(Gain)/loss on revaluation of deferred consideration—gold payments

Amortization of right of use asset

Gain on sale—Canadian ETF business

Loss on extinguishment of debt

Depreciation and amortization

Deferred income taxes

Amortization of issuance costs – convertible notes

Loss on extinguishment of debt

Amortization of issuance costs—former credit facility

Depreciation and amortization

interest income

12 unchanged sentences

Cash flows from investing activities:

Purchase of securities owned, at fair value

Purchase of investments

Purchase of fixed assets

Proceeds from the sale of securities owned, at fair value

Proceeds from the sale of Canadian ETF business, net, including receipt of contingent consideration

Proceeds from held-to-maturity

1 unchanged sentence

Proceeds from the sale of the Company’s financial interests in AdvisorEngine Inc.

Proceeds from the sale of Canadian ETF business, net

Purchase of investments

Funding of notes receivable

Proceeds from sales and maturities of debt securities available-for-sale

Cash paid for acquisition, net of cash acquired

Net cash provided by/(used in) investing activities

Net cash (used in)/provided by investing activities

Cash flows from financing activities:

Repayment of debt

Shares repurchased

1 unchanged sentence

Convertible notes issuance costs

Repayment of debt

Proceeds from the issuance of convertible notes (Note 12)

Proceeds from exercise of stock options

Credit facility issuance costs

Preferred stock issuance costs

Proceeds from the issuance of debt

Net cash (used in)/provided by financing activities

Increase/(decrease) in cash flow due to changes in foreign exchange rate

Net (decrease)/increase in cash and cash equivalents

Net cash provided by/(used in) financing activities

(Decrease)/Increase in cash flow due to changes in foreign exchange rate

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents—beginning of year

4 unchanged sentences

Cash paid for interest

On January 1, 2021, the Company reclassified the equity component related to the convertible notes, net of deferred taxes, reducing accumulated deficit by $ 616 , increasing the carrying value of the convertible notes by $ 4,088 , reducing additional paid in capital by $ 3,682 and reducing deferred tax liabilities by $ 1,022 , upon the implementation of Accounting Standards Update (“ASU”) 2020-06,

Debt – Debt with Conversion and Other Options

On January 1, 2019, the Company recognized a right-of-use

asset and lease liability of $ 19,827 and $ 24,817 , respectively, upon the implementation of Accounting Standards Update 2016-02,

In April 2018, the Company issued 14,750 shares of preferred stock and 15,250,000 shares of common stock to ETFS Capital in connection with the ETFS Acquisition which were collectively valued at $ 270,000 (Note 3).

In addition, a wholly-owned subsidiary of the Company assumed a deferred consideration obligation which was valued at $ 172,746 on the acquisition date (Note 12).

During the year ended December 31, 2018, stock options that would have resulted in $ 508 of proceeds upon exercise were instead exercised on a cashless basis.

The accompanying notes are an integral part of these consolidated financial statements

(See Note 2 for reclassifications made to certain amounts previously reported)

WisdomTree Investments, Inc.

4 unchanged sentences

WisdomTree Investments, Inc., through its global subsidiaries (collectively, “WisdomTree” or the “Company”), is an exchange-traded product (“ETP”) sponsor and asset manager headquartered in New York.

WisdomTree offers ETPs covering equity, commodity, fixed income, leveraged and inverse, currency and alternative strategies.

WisdomTree offers ETPs covering equity, commodity, fixed income, leveraged and inverse, currency, cryptocurrency and alternative strategies.

The Company has the following wholly-owned operating subsidiaries:

2 unchanged sentences

The WisdomTree ETFs are issued in the U.S.

WTT, a non-consolidated

third party, is a Delaware statutory trust registered with the SEC as an open-end

WTT is a non-consolidated

Delaware statutory trust registered with the SEC as an open-end

management investment company.

4 unchanged sentences

(“WTMAML”) is a Jersey based management company providing management services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI.

WMAI, a non-consolidated

third party, is a public limited company domiciled in Ireland.

WMAI is a non-consolidated

public limited company domiciled in Ireland.

WisdomTree Management Limited

is an Ireland based management company providing management services to WisdomTree Issuer ICAV (“WTI”) in respect of the WisdomTree UCITS ETFs issued by WTI.

WTI, a non-consolidated

third party, is a public limited company domiciled in Ireland.

WTI is a non-consolidated

public limited company domiciled in Ireland.

WisdomTree UK Limited

6 unchanged sentences

is an Ireland based company authorized by the Central Bank of Ireland providing distribution services to ManJer, WTMAML and WML.

WisdomTree Commodity Services, LLC

(“WTCS”) is a New York based company that served as the managing owner and commodity pool operator of the WisdomTree Continuous Commodity Index Fund (“GCC”) until December 2020 when GCC was reorganized into the WisdomTree Enhanced Commodity Strategy Fund under WTT.

WisdomTree Digital Commodity Services, LLC

is a New York based company that has been formed to serve as the sponsor of the WisdomTree Bitcoin Trust and WisdomTree Ethereum Trust, each an ETF currently under review with the SEC.

WisdomTree Digital Management, Inc.

is a New York based company that has been formed to serve as a SEC-registered investment adviser (not yet registered) and will provide investment advisory and other management services to mutual funds including the WisdomTree Digital Trust and the WisdomTree Digital Short-Term Treasury Fund whose shares are secondarily recorded on a blockchain (currently under review with the SEC), and other products.

WisdomTree Securities, Inc.

is a New York based company that has been formed to operate as a limited purpose broker-dealer (i.e., mutual fund retailer) upon registration with the SEC, FINRA and state regulatory authorities.

Sale of Canadian ETF Business

5 unchanged sentences

The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

The financial results of ETFS are included in the Company’s consolidated financial statements since the acquisition date, April 11, 2018 (Note 3).

All intercompany accounts and transactions have been eliminated in

consolidation.

Immaterial Correction of an Error – Consolidated Statements of Operations

The presentation of amounts collected on behalf of third parties of $ 3,787 and $ 1,875 for the years ended December 31, 2020 and 2019, respectively, has been revised due to an immaterial error correction.

These amounts were originally recorded as advisory fee revenue and fund management and administration expense while no such amounts should have been recorded in the Company’s Consolidated Statements of Operations.

The following table summarizes these revisions, which had no effect on previously reported net income:

Operating Revenues:

Advisory fees (previously reported)

Amounts collected on behalf of third parties

Advisory fees (as corrected)

Total revenues (previously reported)

Amounts collected on behalf of third parties

Total revenues (as corrected)

Operating Expenses:

Fund management and administration (previously reported)

Amounts collected on behalf of third parties

Fund management and administration (as corrected)

Total operating expenses (previously reported)

Amounts collected on behalf of third parties

Total operating expenses (as corrected)

Reclassifications - Consolidated Statements of Cash Flows

Cash flows from purchasing securities owned, at fair value of $ 36,444 and $ 22,536 and cash flows from selling securities owned, at fair value of $ 18,703 and $ 11,880 during the years ended December 31, 2020 and 2019, respectively, that were not acquired specifically for resale or associated with the Company’s business activities have been reclassified from operating activities to investing activities to conform to the current year’s presentation in the Consolidated Statements of Cash Flows.

The following table summarizes these reclassifications for the years ended December 31, 2020 and 2019:

Consolidated Statements of Cash Flows:

Cash Flows from Operating Activities

Net cash provided by operating activities (previously reported)

Reclassification of net cash flows from securities purchases and sales

Net cash provided by operating activities (currently reported)

Cash Flows from Investing Activities

Net cash provided by/(used in) investing activities (previously reported)

Purchases of securities owned, at fair value

Proceeds from the sale of securities owned, at fair value

Net cash provided by/(used in) investing activities (currently reported)

Consolidation

The Company consolidates entities in which it has a controlling financial interest.

1 unchanged sentence

The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest.

Company has a majority voting interest in a VOE, the entity is consolidated.

If the Company has a majority voting interest in a VOE, the entity is consolidated.

The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company reassesses its evaluation of whether an entity is a VIE when certain reconsideration events occur.

The Company reassesses its evaluation of whether an entity is a VOE or VIE when certain reconsideration events occur.

Segment and Geographic Information

Effective January 1, 2020, the Company, through its subsidiaries in the U.S.

The Company, through its subsidiaries in the U.S.

and Europe, conducts business as a single operating segment as an ETP sponsor and asset manager which is based upon the Company’s current organizational and management structure, as well as information used by the chief operating decision maker to allocate resources and other factors.

Previously, the Company’s financial results were reported in its U.S.

Business and International Business reportable segments.

Foreign Currency Translation

2 unchanged sentences

Results of operations are translated at the average exchange rates in effect during the period.

The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive (Loss)/Income as a component of other comprehensive income.

The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income/(Loss) as a component of other comprehensive (loss)/income.

Use of Estimates

9 unchanged sentences

Marketing and Advertising

Marketing and advertising

costs, including media advertising and production costs, are expensed when incurred.

Marketing and advertising costs, including media advertising and production costs, are expensed when incurred.

Depreciation and Amortization

8 unchanged sentences

Third-Party Distribution Fees

The Company pays a percentage of its advisory fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms

and recognizes these expenses as incurred.

Cash and Cash Equivalents

3 unchanged sentences

Accounts receivable are customer and other obligations due under normal trade terms.

The Company measures credit losses , if any,

by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method.

The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method.

Impairment of Long-Lived Assets

The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable.

Notes Receivable

Notes receivable are accounted for on an amortized cost basis, including accrued interest and net of original issue discount and impairments, if any.

Interest income is accrued over the term of the notes using the effective interest method.

Notes receivable are placed on non-accrual

status when the Company is in receipt of information indicating collection of interest is doubtful.

Cash received on notes receivable placed on non-accrual

status is recognized on a cash basis as interest income if and when received.

Effective January 1, 2020, the Company performs a review for the impairment of the notes receivable and accrued interest on a quarterly basis using the current expected credit loss model and provides for an allowance for credit losses by applying an estimated loss rate to amounts outstanding at the balance sheet date.

Previously, credit losses were measured using an incurred loss approach.

Securities Owned and Securities Sold, but not yet Purchased (at fair value)

21 unchanged sentences

status is recognized on a cash basis as interest income if and when received.

Effective January 1, 2020, the Company reviews its portfolio of held-to-maturity

The Company reviews its portfolio of held-to-maturity

securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss information for financial assets secured with similar collateral.

Previously, these securities were evaluated for impairment on a quarterly basis and if a decline in fair value was deemed to be other-than-temporary, the securities were written down to their fair value through earnings.

Investments in pass-through government-sponsored enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S.

government guarantee.

The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Update (“ASU”) 2016-01,

The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Update (“ASU”) 2016-01,

Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities

3 unchanged sentences

Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations,

which requires an allocation of the consideration we paid to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of the acquisition.

The excess of the fair value of purchase price over the fair values of these identifiable assets, intangible assets and liabilities is recorded as goodwill.

Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date.

3 unchanged sentences

If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill.

A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.

Goodwill is allocated to the Company’s U.S.

Business and European Business components.

Effective January 1, 2020, for impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.

Previously, these components were tested separately for impairment when the

Company was operating as more than one operating segment.

For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.

Goodwill is assessed for impairment annually on November 30 th

9 unchanged sentences

The annual impairment testing date for all of the Company’s intangible assets is November 30 th

Effective January 1, 2019, the Company accounts for its lease obligations in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases

The Company accounts for its lease obligations in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases

(ASC 842), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use

6 unchanged sentences

The Company has elected to apply this practical expedient to all lease contracts, where applicable.

Upon adoption of ASC 842 on January 1, 2019, the Company applied the transitional practical expedients to its outstanding leases and therefore the Company did not reassess (i) whether any expired or existing contracts are or contain leases;

(ii) the lease classification for any expired or existing leases;

and (iii) initial direct costs for any existing leases.

The Company also elected to apply the new lease requirements at the effective date, rather than the beginning of the earliest comparative period presented.

Deferred Consideration – Gold Payments

Deferred consideration represents the present value of an obligation to pay gold to a third party into perpetuity and is measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate (Note 10).

Changes in the fair value of this obligation are reported as (loss)/gain on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations.

Convertible Notes and Debt

Convertible notes and debt are carried at amortized cost, net of discounts and issuance costs.

The convertible notes are required to be separated into their liability and equity components by allocating the issuance proceeds to each of these components.

The liability component for convertible instruments that qualify for a derivative scope exception (applicable to the convertible notes) is allocated proceeds equal to the estimated fair value of similar debt instruments without the conversion option.

The difference between the gross proceeds received from the issuance of the convertible notes and the proceeds allocated to the liability component represents the residual amount that is recorded in additional paid-in

Interest expense is recognized using the effective interest method and includes amortization of discounts and debt issuance costs over the life of the debt.

Changes in the fair value of this obligation are reported as gain/(loss) on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations.

Convertible Notes

Convertible notes are carried at amortized cost, net of issuance costs.

Effective January 1, 2021, the Company early adopted ASU 2020-06

Debt – Debt with Conversion and Other Options

under the modified retrospective approach.

provides for convertible instruments being reported as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception.

Previously, the convertible notes were required to be separated into their liability and equity components by allocating the issuance proceeds to each of those components.

The liability component was allocated proceeds equal to the estimated fair value of similar debt instruments without the conversion option.

The difference between the gross proceeds received from the issuance of the convertible notes and the proceeds allocated to the liability component represented the residual amount that was recorded in additional paid-in

Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt.

Contingencies

1 unchanged sentence

The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable.

Contingent Payments

The Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized.

Earnings per Share

26 unchanged sentences

based taxes are recorded as part of other liabilities and other expenses.

Recently Issued Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06,

Recently Adopted Accounting Pronouncements

On January 1, 2021, the Company early adopted ASU 2020-06,

Debt – Debt with Conversion and Other Options

(ASU 2020-06)

Under the ASU, the accounting for convertible instruments will be simplified by removing major separation models required under current GAAP.

Accordingly, more convertible instruments will be reported as a single liability or equity with no separate accounting for embedded conversion features.

Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception will be removed and, as a result, more equity contracts will qualify for the scope exception.

The ASU will also simplify the diluted earnings-per-share

under the modified retrospective approach.

Under the ASU, the accounting for convertible instruments was simplified by removing major separation models required under current GAAP.

Accordingly, more convertible instruments are reported as a single liability or equity with no separate accounting for embedded conversion features.

Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception are removed and, as a result, more equity contracts will qualify for the scope exception.

The ASU also simplifies the diluted earnings-per-share

calculation in certain areas.

The ASU will be effective for years beginning after December 31, 2021, including interim periods within those fiscal years.

Early adoption is permitted for fiscal periods beginning after December 15, 2020 (including interim periods within the same fiscal year).

The adoption of this ASU will result in a reduction of interest expense recognized on the Company’s convertible notes (Note 14) of approximately $ 420 per quarter.

The Company expects to early adopt this ASU.

In December 2019, the FASB issued ASU 2019-12,

Upon the adoption of this ASU, the Company reclassified the equity component related to the convertible notes, net of deferred taxes, reducing accumulated deficit by $ 616 , increasing the carrying value of the convertible notes by $ 4,088 , reducing additional paid-in

capital by $ 3,682 and reducing deferred tax liabilities by $ 1,022 .

These updates also reduced interest expense recognized on the Company’s convertible notes by approximately $ 420 per quarter and $ 1,680 for the year ended December 31, 2021 ( Note 12) and the impact on earnings per share

was negligible.

On January 1, 2021, the Company adopted ASU 2019-12,

Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes

11 unchanged sentences

and (d) requiring that an entity reflect the enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.

is effective for years beginning after December 15, 2020, including the interim periods within those reporting periods.

Early adoption is permitted.

The Company has determined that this standard will not have a material impact on its financial statements and has not early adopted this ASU.

Recently Adopted Accounting Pronouncements

On January 1, 2020, the Company adopted ASU 2016-13,

Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments

(ASU 2016-13).

The main objective of the standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

In issuing this standard, the FASB is responding to criticism that prior guidance delayed recognition of credit losses.

The standard replaced the prior guidance’s “incurred loss” approach with an “expected loss” model.

The new model, referred to as the current expected credit loss (“CECL”) model, applies to:

(1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance

sheet credit exposures.

The standard is applicable to loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, loan commitments and certain other off-balance

sheet credit exposures, debt securities (including those held-to-maturity)

and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets.

The CECL model does not apply to AFS debt securities.

For AFS debt securities with unrealized losses, entities measure credit losses in a manner similar to prior guidance, except that the credit losses are recognized as allowances rather than reductions in the amortized cost of the securities.

Accordingly, the new methodology is utilized when assessing the Company’s financial instruments for impairment.

As a result, entities recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time.

The ASU also simplified the accounting model for purchased credit-impaired debt securities and loans.

also expanded the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses.

The adoption of this standard, which is applicable to the Company’s trade receivables, notes receivable and held-to-maturity

securities, did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2020, the Company adopted ASU 2018-13,

Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

(ASU 2018-13),

which modified the disclosure requirements on fair value measurements, including removing the requirement to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements.

also added new disclosures including the requirement to disclose (a) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

This standard only impacted the disclosures pertaining to fair value measurements and were incorporated into the notes to the Company’s consolidated financial statements.

Acquisitions and Exit Activities

Acquisition of ETFS

On April 11, 2018, the Company acquired the European exchange-traded commodity, currency and leveraged-and-inverse

business (“ETFS”) of ETFS Capital Limited (“ETFS Capital”) for a purchase price consisting of $ 253,000 in cash and a fixed number of shares of the Company’s capital stock, consisting of (i) 15,250,000 shares of common stock (the “Common Shares”) and (ii) 14,750 shares of Series A Non-Voting

Convertible Preferred Stock (the “Preferred Shares”), which are convertible into an aggregate of 14,750,000 shares of common stock.

The Company also assumed an obligation to pay deferred consideration into perpetuity (Note 12).

This acquisition is referred to throughout the consolidated financial statements as the ETFS Acquisition.

The Company’s Consolidated Statements of Operations include the following operating results of ETFS since the acquisition date of April 11, 2018 through December 31, 2018:

Income before taxes:

$ 23,197 (including a gain on revaluation of deferred consideration of $ 12,220 )

Supplemental Unaudited Pro Forma Financial Information

Had the ETFS Acquisition been consummated on January 1, 2018, the Company’s revenues and net income for the year ended December 31, 2018 would have been $ 297,541 and $ 37,336 , respectively.

This information was derived from the historical financial results of the Company and ETFS and was adjusted to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results following the acquisition.

Significant adjustments to the unaudited pro forma financial information above include the recognition of interest expense arising from a borrowing to consummate the acquisition, eliminating acquisition-related costs directly attributable to the acquisition and adjusting consolidated income tax expense based upon the Company’s anticipated normalized consolidated effective tax rate.

The unaudited pro forma financial information above is not necessarily indicative of what the combined results of the Company would have been had the acquisition been completed as of January 1, 2018 and does not purport to project the future results of the combined company.

In addition, the unaudited pro forma financial information does not reflect any cost savings initiatives following the completion of the acquisition.

The Company has determined that the adoption of this standard did not have a material impact on its financial statements.

Exit Activities

The following table summarizes operating losses recognized by the Company’s wholly-owned subsidiaries that have either been sold or liquidated during reporting periods covered by its consolidated financial statements:

Exit Activities

Years Ended December 31,

WisdomTree Japan Inc.

WTJ also recognized an impairment expense of $ 572 in connection with the termination of its office lease during the year ended December 31, 2019.

Sale of Canadian ETF Business

On February 19, 2020, the Company completed the sale of all the outstanding shares of WTAMC to CI Financial Corp.

The Company received CDN $ 3,720 (USD $ 2,774 ) in cash at closing and will receive additional cash consideration of CDN $ 2,000 to $ 8,000 , depending on the achievement of certain AUM growth targets over the next three years .

During the year ended December 31, 2020, the Company recognized a $ 2,877 gain on sale which was recorded in other gains and losses, net on the Consolidated Statements of Operations and represents the difference between the minimum cash consideration payable to the Company and the carrying value of WTAMC’s net assets upon disposition.

Contingent payments, if any, are recognized by the Company when the contingency is resolved and the gain is realized.

Restructuring of Distribution Strategy in Japan

In July 2018, the Company determined to restructure its distribution strategy in Japan.

As a result, WTJ ceased operations and was liquidated in September 2019.

Acquisition and Disposition-Related Costs

During the years ended December 31, 2020, 2019 and 2018, the Company incurred acquisition and disposition-related costs of $ 416 , $ 902 and $ 11,454 , respectively, in connection with the sale of WTAMC and the ETFS Acquisition.

WTJ also recognized an impairment expense of $ 572 in connection with the termination of its office lease during the year ended December 31, 2019 (Note 25).

Disposition-Related Costs

During the years ended December 31, 2020 and 2019, the Company incurred disposition-related costs of $ 416 and $ 902 , respectively, in connection with the sale of WTAMC.

Cash and Cash Equivalents

Of the total cash and cash equivalents of $ 73,425 and $ 74,972 at December 31, 2020 and December 31, 2019, respectively, $ 70,911 and $ 72,120 were held at two financial institutions.

At December 31, 2020 and December 31, 2019, cash equivalents were approximately $ 660 and $ 317 , respectively.

Certain of the Company’s international subsidiaries are required to maintain a minimum level of regulatory capital, which was $ 10,745 and $ 12,312 at December 31, 2020 and December 31, 2019, respectively.

Of the total cash and cash equivalents of $ 140,709 and $ 73,425 at December 31, 2021 and 2020, $ 127,328 and $ 70,911 were held at two financial institutions.

At December 31, 2021 and 2020, cash equivalents were approximately $ 11,488 and $ 660 , respectively.

Certain of the Company’s international subsidiaries are required to maintain a minimum level of regulatory capital, which was $ 12,320 and $ 10,745 at December 31, 2021 and 2020, respectively.

These requirements are generally satisfied by cash on hand.

In addition, the Company collateralized its U.S.

office lease through a standby letter of credit totaling $ 1,384 which is restricted from further use.

Fair Value Measurements

10 unchanged sentences

Instruments whose significant drivers are unobservable.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction.

The availability

of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

12 unchanged sentences

fair value measurements:

AdvisorEngine Inc.

(“AdvisorEngine”) – Financial interests (1)

Thesys Group, Inc.

(“Thesys”) – Series Y Preferred Stock (1)

Securrency, Inc.

– Series A convertible preferred stock (1)

Recurring fair value measurements:

Deferred consideration (Note 10)

Non-recurring

fair value measurements:

Convertible notes (2)

The fair value of the AdvisorEngine financial interests of $ 9,592 was determined on May 4, 2020, the date in which these financial interests were sold (Note 8).

Thesys was written down to zero on September 30, 2020 (Note 10).

Fair value of $ 145,847 and $ 24,344 determined on June 16, 2020 and August 13, 2020, respectively (Note 14).

Fair value of $ 8,488 and $ 8,349 determined on June 9, 2021 and March 8, 2021, respectively (Note 8

December 31, 2020

2 unchanged sentences

Securities owned, at fair value

Pass-through GSEs

Corporate bonds

Non-recurring

1 unchanged sentence

AdvisorEngine Inc.

– Financial interests (1)

(“AdvisorEngine”) – Financial interests (1)

Thesys Group, Inc.

(“Thesys”) – Series Y Preferred Stock (1)

Recurring fair value measurements:

Deferred consideration (Note 10)

Securities sold, but not yet purchased

Fair value determined on December 31, 2019 (Note 8).

Non-recurring

fair value measurements:

Convertible notes (2)

The fair value of the AdvisorEngine financial interests of $ 9,592 was determined on May 4, 2020, the date on which these financial interests were sold.

Thesys was written down to zero on September 30, 2020.

Fair value of $ 145,847 and $ 24,344 determined for convertible notes issued

on June 16, 2020 and August 13, 2020, respectively (Note 12).

Recurring Fair Value Measurements - Methodology

Cash Equivalents

Cash Equivalents (Note 4)

– These financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days.

These investments are valued at par, which approximates fair value, and are classified as Level 1 in the fair value hierarchy.

Securities Owned/Sold but Not Yet Purchased

– Securities owned and sold, but not yet purchased are investments in ETFs, pass-through GSEs and corporate bonds.

Securities Owned (Note 6)

– Securities owned are investments in ETFs, pass-through GSEs and corporate bonds.

ETFs are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.

Pricing of pass-through GSEs and corporate bonds include consideration given to collateral characteristics and market assumptions related to yields, credit risk and prepayments and are therefore classified as Level 2 in the fair value hierarchy.

Pass-through GSE positions invested in through a fund structure with a quoted market price on an exchange are generally classified as Level 1.

Deferred Consideration (Note 10)

4 unchanged sentences

Net realized losses (1)

Net unrealized losses

Net unrealized (gains)/losses (2)

Ending balance

Recorded as contractual gold payments expense on the Company’s Consolidated Statements of Operations.

Recorded as loss on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations.

Securities Owned/Sold but Not Yet Purchased

Recorded as gain/(loss) on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations.

Securities Owned

These securities consist of the following:

1 unchanged sentence

Trading securities

Securities Sold, but not yet Purchased

Trading securities

Trading losses for securities owned and securities sold, but not yet purchased still held

at December 31, 2020 and December 31, 2019 were $ 59 and $ 43 , respectively, which were recognized in other gains and losses, net, in the Consolidated Statements of Operations.

The Company had no AFS debt securities at December 31, 2020 and December 31, 2019.

During the year ended December 31, 2018, the Company received $ 64,498 of proceeds from the sale and maturity of available-for-sale securities and recognized gross realized losses of $ 739 .

Those losses were reclassified out of accumulated other comprehensive income and into the Consolidated Statements of Operations.

The Company recognized net trading losses on securities owned that were still held at the reporting dates of $ 2,762 and $ 59 during the years ended December 31, 2021 and 2020, respectively, which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

4 unchanged sentences

securities maturing or being called prior to maturity.

The following table summarizes unrealized gains, losses, and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:

The following

table summarizes unrealized gains, losses, and fair value (classified as Level

2 within the fair value hierarchy) of securities

Cost/amortized cost

4 unchanged sentences

government guarantee.

In addition, no securities were determined to be other-than-temporarily impaired at December 31, 2019.

The following table sets forth the maturity profile of the securities held-to-maturity;

4 unchanged sentences

Due over ten years

AdvisorEngine Inc.

– Sale of Financial Interests

On May 4, 2020, the Company closed a transaction to exit its investment in AdvisorEngine .

The fair value of upfront consideration paid to the Company was $ 9,592 .

Consideration also includes contingent payments totaling up to $ 10,408 which will be payable only upon AdvisorEngine achieving certain revenue milestones during the first through fourth anniversaries of such exit.

The fair value of the contingent payments was determined to be insignificant at closing and was measured using a Monte-Carlo simulation whereby forecasted revenue assumed during the first, second, third and fourth years was simulated forward in a risk-neutral framework to determine whether the revenues would exceed the pre-defined

revenue targets.

The table below presents the range and weighted averages of significant unobservable inputs utilized in the Monte-Carlo simulation (classified as Level 3 in the fair value hierarchy):

Unobservable Inputs (Initial Recognition – May 4, 2020)

Forecasted revenue simulated forward as a percentage of the pre-defined

revenue targets

34 % - 71 % ( 47 % weighted average)

Revenue volatility

The weighted-average forecasted revenue simulated forward as a percentage of the pre-defined

revenue targets represents the arithmetic average of the percentages for each of the four years.

An increase in the forecasted revenue percentages and revenue volatility input would result in a higher fair value.

The contingent payments are subsequently remeasured when the contingency is resolved and the gain is realized.

Summarized below are the financial interests previously held:

The following table sets forth the Company’s investments:

December 31, 2021

December 31, 2020

Unsecured convertible note

Unsecured non-convertible

Subtotal—Notes receivable

Preferred stock

Net of an impairment of $ 30,138 at December 31, 2019, which was determined based upon that status of the sale negotiations at the time.

During the year ended December 31, 2020, the Company adjusted the carrying value of its financial interests by recording an impairment of $ 19,672 on its notes receivable and subsequently recognized a gain of $ 1,093 arising from an adjustment to the estimated fair value of consideration received .

These fair value adjustments recognized during the year ended December 31, 2020 were based upon the final sale terms as disclosed above.

The gain was included in other gains and losses, net on the Consolidated Statements of Operations.

Notes Receivable

On May 4, 2020, the Company closed a transaction to exit its investment in AdvisorEngine.

See Note 8 for additional information.

Accrued Interest

Effective January 1, 2020, notes receivable were placed on non-accrual

During the years ended December 31, 2020 and 2019, the Company recognized interest income of $ 0 and $ 2,498 , respectively.

The following table sets forth the Company’s investments:

Securrency, Inc.

– Preferred stock

Thesys – Preferred stock

– Series A convertible preferred stock

Securrency, Inc.

– Series B convertible preferred stock

Subtotal – Securrency, Inc.

Onramp Invest, LLC – Simple Agreement for Future Equity

Securrency, Inc.

– Preferred Stock

On December 27, 2019, the Company made a $ 8,112 strategic investment in Securrency, Inc.

(“Securrency”), a leading developer of institutional-grade blockchain-based financial and regulatory technology.

In consideration of its investment, the Company received 5,178,488 shares of Series A convertible preferred stock representing approximately 25 % ownership of Securrency (or approximately 20 % on a fully diluted basis).

The shares of Series A preferred stock are convertible into common stock at the option of the Company and contain various rights and protections including a non-cumulative

6.0 % dividend, payable if and when declared by the board of directors of Securrency, and a liquidation preference that is senior to the holders of common stock.

In addition, the Company has redemption rights which provide that, at any time on or after December 31, 2029, upon approval by holders of at least 60 % of the Series A preferred stock then outstanding, Securrency will be required to redeem all of the outstanding shares of Series A preferred stock for the original issue price thereof, plus all declared and unpaid dividends.

The investment is accounted for under the measurement alternative prescribed within ASU 2016-01,

The Company owns approximately 22 % (or 18 % on a fully-diluted basis) of the capital stock of Securrency, Inc.

(“Securrency”), a leading developer of institutional-grade blockchain-based financial and regulatory technology, issued as a result of strategic investments totaling $ 13,612 .

In consideration of such investments, the Company received 5,178,488 shares of Series A convertible preferred stock (“Series A Shares”) and 2,004,665 shares of Series B convertible preferred stock (“Series B Shares”).

The Series B Shares contain a liquidation preference that is pari passu with shares of Series B-1

convertible preferred stock (which are substantially the same as the Series B Shares except that they have limited voting rights) and senior to that of the holders of the Series A Shares, which are senior to the holders of common stock.

Otherwise, the Series A Shares and Series B Shares have substantially the same terms, are convertible into common stock at the option of the Company and contain various rights and protections including a non-cumulative

6.0 % dividend, payable if and when declared by the board of directors of Securrency.

In addition, the Series A Shares and Series B Shares (together with the Series B-1

convertible preferred stock) are separately redeemable, with respect to all of the shares outstanding of the applicable series of preferred stock (subject to certain regulatory restrictions of certain investors), for the original issue price thereof, plus all declared and unpaid dividends, upon approval by holders of at least 60 % of the Series A Shares (at any time on or after December 31, 2029) and 90 % of the Series B Shares (at any time on or after March 31, 2031).

The investment is accounted for under the measurement alternative prescribed in ASU 2016-01,

as it does not have a readily determinable fair value and is not considered to be in-substance

1 unchanged sentence

The investment is assessed for impairment and similar observable transactions on a quarterly basis.

There was no impairment recognized during the year ended December 31, 2020 based upon a qualitative assessment.

In addition, there were no observable price changes during the reporting period.

On June 20, 2017, the Company was issued 7,797,533 newly authorized shares of Series Y preferred stock (“Series Y Preferred”) of Thesys in connection with the resolution of a dispute related to the Company’s ownership stake in Thesys.

The Series Y Preferred represents current ownership of approximately 19 % of Thesys on a fully diluted basis .

The Series Y Preferred is accounted for under the measurement alternative prescribed within ASU 2016-01

There was no impairment recognized during the years ended December 31, 2021 and 2020 based upon a qualitative assessment.

During the year ended December 31, 2021, the Company recognized a gain of $ 376 on its Series A Shares, which was re-measured

to fair value upon the issuance of Securrency’s Series B Shares.

Fair value was determined using the backsolve method, a valuation approach that determines the value of shares for companies with complex capital structures based upon the price paid for shares recently issued.

Fair value is allocated across the capital structure using the Black-Scholes option pricing model.

The table below presents the inputs used in backsolve valuation approach (classified as Level 3 in the fair value hierarchy):

Expected volatility

Time to exit (in years)

Onramp Invest, LLC

In June 2021, the Company invested $ 250 in Onramp Invest, LLC (“Onramp”), a technology company that provides access to crypto assets for registered investment advisers.

In consideration for its investment, the Company holds a Simple Agreement for Future Equity (“SAFE”), which provides the Company with the right to be issued certain shares of Onramp’s preferred stock in connection with Onramp’s future equity financing for preferred stock, at

a 20 % discount to the price per share issued in connection with such equity financing, subject to a pre-determined

valuation cap.

The preferred stock is issuable upon the occurrence of such preferred equity financing, which would occur after Onramp’s conversion to a corporation.

The investment is accounted for under the measurement alternative prescribed in ASU 2016-01,

as it does not have a readily determinable fair value and is not considered to be in-substance

1 unchanged sentence

The investment is assessed for impairment and similar observable transactions on a quarterly basis.

During the year ended December 31, 2020, the Company recognized an impairment of $ 3,080 on its Series Y Preferred as Thesys has underperformed financially when assessed against prior expectations.

The carrying value of the Series Y Preferred was $ 0 and $ 3,080 at December 31, 2020 and December 31, 2019, respectively.

There was no impairment recognized during the year ended December 31, 2021 based upon a qualitative assessment.

Fixed Assets, net

3 unchanged sentences

accumulated depreciation and amortization

During the year ended December 31, 2021, the Company recognized an impairment charge of $ 6,576 , representing the write-off

of leasehold improvements and fixed assets in connection with the termination of the lease for its principal executive office at 245 Park Avenue, New York, New York.

See Notes 14 and 2 6

for additional information.

Deferred Consideration

Deferred consideration represents an obligation the Company assumed in connection with the ETFS Acquisition.

Deferred consideration represents an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged and inverse business of ETFS Capital Limited (“ETFS Capital”) which occurred on April 11, 2018 (“ETFS Acquisition”).

The obligation is for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold continuing into perpetuity (“Contractual Gold Payments”).

The Contractual Gold Payments are paid from advisory fee income generated by any Company-sponsored financial product backed by physical gold and are subject to adjustment and reduction for declines in advisory fee income generated by such products, with any reduction remaining due and payable until paid in full.

The Contractual Gold Payments are paid from advisory fee income generated by any financial product backed by physical gold (including the proportion of gold in any security which is backed by assets other than physical gold) which is owned or sponsored by the Company and which is publicly offered to investors pursuant to a public offering document approved by a European regulator pursuant to European regulations.

The Contractual Gold Payments are subject to adjustment and reduction for declines in advisory fee income generated by such products, with any reduction remaining due and payable until paid in full.

ETFS Capital’s recourse is limited to such advisory fee income and it has no recourse back to the Company for any unpaid amounts that exceed advisory fees earned.

1 unchanged sentence

(a physically backed gold ETP issuer) if the Company fails to remit any amounts due.

The Company determined the present value of the deferred consideration of $ 230,137 and $ 173,024 at December 31, 2020 and December 31, 2019 using the following assumptions:

The Company determined the present value of the deferred consideration of $ 228,062 and $ 230,137 at December 31, 2021 and 2020 using the following assumptions:

Forward-looking gold price (low) – per ounce

4 unchanged sentences

The forward-looking gold prices at December 31, 2021 were extrapolated from the last observable CMX exchange price (beyond 2027) and the weighted-average price per ounce was derived from the relative present values of the annual payment obligations.

The perpetual growth rate was determined based upon the increases in observable forward-looking gold prices through 2026.

This obligation is classified as Level 3 as the discount rate and extrapolated forward-looking gold prices are significant unobservable inputs.

An increase in forward-looking gold prices and the perpetual growth rate would result in an increase in deferred consideration, whereas an increase in the discount rate would reduce the fair value.

Current amounts payable were $ 17,374 and $ 13,953 and long-term amounts payable were $ 212,763 and $ 159,071 , respectively, at December 31, 2020 and December 31, 2019, respectively.

The perpetual growth rate at December 31, 2021 was determined based upon the increase in observable forward-looking gold prices through 2027.

This obligation is classified as Level 3 as the discount rate, the extrapolated forward-looking gold prices and perpetual growth rate are significant unobservable inputs.

An increase in spot gold prices, forward-looking gold prices and the perpetual growth rate would result in an increase in deferred consideration, whereas an increase in the discount rate would reduce the fair value.

Current amounts payable were $ 16,739 and $ 17,374 and long-term amounts payable were $ 211,323 and $ 212,763 at December 31, 2021 and 2020, respectively.

During the years ended December 31, 2021 and 2020, the Company recognized the following in respect of deferred consideration:

2 unchanged sentences

Contractual gold payments – gold ounces paid

Loss on revaluation of deferred consideration – gold payments (1)

Losses arise due to increases in the forward-looking price of gold and the magnitude of any loss is highly correlated to the magnitude of the change in the forward-looking price of gold.

In addition, losses arise due to increases in the perpetual growth rate and a reduction in the discount rate used to compute the present value of the annual payment obligations.

Credit Facility

The following table provides a summary of the Company’s outstanding borrowings under its credit facility:

December 31, 2020

December 31, 2019

Amount borrowed

Amounts repaid

Amounts outstanding

Unamortized issuance costs

Carrying amount

Effective interest rate

On June 16, 2020, the Company terminated its credit facility by repaying all amounts outstanding under its term loan and terminating the revolver.

A loss on extinguishment of debt of $ 2,387 was recognized which represented the write-off

Gain/(loss) on revaluation of deferred consideration – gold payments (1)

Gains on revaluation of deferred consideration – gold payments result from a decrease in spot gold prices, a decrease in the forward-looking price of gold, a decrease in the perpetual growth rate and an increase in the discount rate used to compute the present value of the annual payment obligations.

Losses on revaluation of deferred consideration – gold payments result from an increase in spot gold prices, an increase in the forward-looking price of gold, an increase in the perpetual growth rate and a decrease in the discount rate used to compute the present value of the annual payment obligations.

Former Credit Facility

On June 16, 2020, the Company terminated its former credit facility by repaying $ 174,000 that was outstanding under its term loan and terminating the revolver.

A loss on extinguishment of debt of $ 2,387 was recognized during the year ended December 31, 2020, which represented the write-off

of the remaining unamortized issuance costs.

Interest expense recognized on the credit facility during the years ended December 31, 2020 and 2019 was $ 4,086 and $ 11,240 , respectively.

The fair value of the Company’s debt (classified as Level 2 within the fair value hierarchy) was $ 176,986 at December 31, 2019.

Interest expense recognized on the former credit facility during the years ended December 31, 2020 and 2019 was $ 4,086 and $ 11,240 , respectively.

Convertible Notes

On August 13, 2020, the Company issued and sold $ 25,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 (the “Additional Notes”) pursuant to an Indenture (the “Indenture”), dated June 16, 2020, between the Company and U.S.

Bank National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The Additional Notes were issued at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, and constitute a further issuance of, and form a single series with, the Company’s outstanding 4.25 % Convertible Senior Notes due 2023 issued on June 16, 2020 in the aggregate principal amount of $ 150,000 (the “Existing Notes” and together with the Additional Notes, the “Convertible Notes”).

the issuance of the Additional Notes, the Company had $ 175,000 aggregate principal amount of Convertible Notes outstanding.

The Company used approximately $ 28,297 of the net proceeds from the issuance of the Convertible Notes to repurchase 7,487,335 shares of the Company’s common stock at an average price of $ 3.78 per share.

On June 14, 2021, the Company issued and sold $ 150,000 in aggregate principal amount of 3.25 %

Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between the Company and U.S.

Bank National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”).

On June 16, 2020, the Company issued and sold $ 150,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture dated June 16, 2020, between the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.

On August 13, 2020, the Company issued and sold $ 25,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, and constitute a further issuance of, and form a single series with, the Company’s June 2020 Notes (the “August 2020 Notes” and together with the June 2020 Notes, the “2020 Notes”).

After the issuance of the 2021 Notes (and together with the 2020 Notes, the “Convertible Notes”), the Company had $ 325,000 aggregate principal amount of Convertible Notes outstanding.

Key terms of the Convertible Notes are as follows:

Maturity date

2023 , unless earlier converted, repurchased or redeemed.

Interest rate of 4.25 %

Payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020.

Conversion price of $5.92

Convertible at an initial conversion rate of 168.9189 shares of the Company’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $ 5.92 per share )

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding March 15, 2023 only under the following circumstances:

(i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020, 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 on each applicable trading day;

(ii) during the five business day period after any ten 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 in the Indenture but only with respect to the Convertible Notes called (or deemed called) for redemption;

Maturity date (unless earlier converted, repurchased or redeemed)

June 15, 2026

June 15, 2023

Interest rate

Conversion price

Conversion rate

Redemption price

Interest rate

Payable semiannually in arrears on June 15 and December 15 of each year.

Conversion price

Convertible at an initial conversion rate of the Company’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price as disclosed in the table above) .

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 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 on each applicable trading day;

(ii) during the five business day period after any ten 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 March 15, 2023 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.

On or after March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 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 its conversion obligation in excess of the aggregate principal amount to 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 of $

The Company may redeem for cash all or any portion of the notes, at its option, on or after June 20, 2021 and on or prior to the 55 th

At its election, the Company will also settle its 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 notes, at its option, on or after June 20, 2026 and June 20, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, and on or prior to the 55 th

scheduled trading day 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 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.

3 unchanged sentences

Conversion rate increase in certain customary circumstances

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the Indenture) 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 270.2702 shares of the Company’s common stock per $ 1,000 principal amount of the Convertible Notes (the equivalent of 47,297,285 shares of the Company’s common stock), subject to adjustment.

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 144.9275 shares and 270.2702 shares of the Company’s common stock per $1,000 principal amount of the 2021 Notes and 2020 Notes, respectively (the equivalent of 69,036,410 shares of the Company’s common stock), subject to adjustment.

Seniority and Security

The Convertible Notes are the Company’s senior unsecured obligations, but are subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when due) in respect of its Series A Non-Voting

The 2021 Notes and 2020 Notes rank equal in right of payment, and are the Company’s senior unsecured obligations, but are subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when due) in respect of its Series A Non-Voting

Convertible Preferred Stock (Note 13).

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25 % in aggregate principal amount of the Convertible Notes outstanding may declare the entire principal amount of all the 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 carrying value of the Convertible Notes at December 31, 2020:

Additional Notes

Existing Notes

The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25 % in aggregate principal amount of the Convertible Notes outstanding may declare the entire principal amount of all the Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and

The following

table provides a summary of the carrying value of the Convertible Notes at December 31, 2021 and 2020:

December 31, 2021

Principal amount

Premium on Additional Notes

Gross proceeds

Unamortized discount and issuance costs

Unamortized discount (1)

Unamortized issuance costs (1)

Carrying amount

Effective interest rate (2)

The discount arose from the bifurcation of the conversion option.

The unamortized discount and issuance costs are

reported net of the unamortized premium on the Additional Notes.

Includes amortization of the discount arising from the bifurcation of the conversion option, amortization of the issuance costs allocated to the Convertible Notes and amortization of the premium associated with the Additional Notes.

Convertible instruments are required to be separated into their liability and equity components by allocating the issuance proceeds to each of those components.

The liability component for convertible instruments that qualify for a derivative scope exception (applicable to the Convertible Notes) is allocated proceeds equal to the estimated fair value of similar debt without the conversion option.

The difference between the gross proceeds received from the issuance of the Convertible Notes and the proceeds allocated to the liability component represents the residual amount that is recorded in additional paid-in

The discount arising from the recognition of this residual amount is amortized as interest expense over the life of the Convertible Notes.

The Company estimated the fair value of the liability component of the Convertible Notes to be $ 170,191 , which represents the present value of the future contractual payments, discounted using the Company’s estimated nonconvertible debt borrowing rate of 5.33 % (classified as level 2 in the fair value hierarchy) on the pricing date.

The excess of the gross proceeds received over the estimated fair value of the liability component totaling $ 5,059 ($ 906 and $ 4,153 for the Additional Notes and Existing Notes, respectively) was allocated to the conversion option (along with a proportional share of issuance costs totaling $ 157 ) and was recorded in additional paid-in

capital, net of deferred taxes.

Interest expense recognized during the year ended December 31, 2020 was $ 5,582 .

Interest payable of $ 342 at December 31, 2020 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) was $ 198,968 at December 31, 2020.

Unamortized discount was reduced by $ 4,207

and unamortized issuance costs increased by $ 119 upon the early adoption of ASU 2020-06

on January 1, 2021.

The discount previously arose from the bifurcation of the conversion option which occurred prior to the adoption of ASU 2020-06.

The unamortized issuance costs are reported net of the unamortized premium.

Includes amortization of the issuance costs and premium.

The effective interest rate prior to January 1, 2021 also included amortization of the discount arising from the bifurcation of the conversion option.

On January 1, 2021, the Company early adopted ASU 2020-06,

which simplified the accounting for convertible instruments by providing for such instruments being reported as a single liability (applicable to the Convertible Notes) or equity with no separate accounting for the embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception.

Previously, convertible instruments were required to be separated into their liability and equity components by allocating the issuance proceeds to each of those components.

The discount arising from the recognition of the equity component was amortized as interest expense over the life of the 2020 Notes.

Interest expense on the Convertible Notes during the year ended December 31, 2021 was $ 12,332 .

Interest expense on the 2020 Notes during the year ended December 31, 2020 was $ 5,582 .

Interest payable of $ 590 and $ 342 at December 31, 2021 and December 31, 2020, 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) was $ 360,571 and $ 198,968 at December 31, 2021 and 2020, respectively.

The if-converted

value of the Convertible Notes did not exceed the principal amount at December 31, 2020.

value of the 2020 Notes was $ 180,912 at December 31, 2021 and did not exceed the principal amount at December 31, 2020.

The if-converted

value of the 2021 Notes did not exceed the principal amount at December 31, 2021.

Preferred Shares

11 unchanged sentences

Preferred Shares – carrying value

Cash dividends declared per share

Temporary equity classification is required for redeemable instruments for which redemption triggers are outside of the issuer’s control.

6 unchanged sentences

Such redemption payment will be made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter that begins on a date following the date ETFS Capital exercises such redemption right.

The redemption value of the Preferred Shares was $ 72,667 and $ 71,630 at December 31, 2020 and December 31, 2019, respectively.

The carrying amount of the Preferred Shares was not adjusted

as it was not probable that the Preferred Shares would become redeemable.

The Company has entered into operating leases for its corporate headquarters and other office facilities, financial data terminals and equipment.

The redemption value of the Preferred Shares was $ 90,741 and $ 72,667 at December 31, 2021 and 2

020, respectively.

The carrying amount of the Preferred Shares was not adjusted as it was not probable that the Preferred Shares would become redeemable.

The Company has entered into operating leases for office facilities, financial data terminals and equipment.

The Company has no finance leases.

The following table provides additional information regarding the Company’s leases:

Years Ended December 31,

Operating lease cost

1 unchanged sentence

Total lease cost

Years Ended December 31,

Other information:

4 unchanged sentences

None of the Company’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations.

The Company’s lease of its headquarters, which expires on August 20, 2029, includes an option to extend for an additional five years.

Rent payable under the option is equal to the fair market rent of the premises as determined by the landlord approximately six months prior to the commencement of the extension term.

The lease also includes a cancellation option which is effective on August 21, 2024 and requires notice to be provided to the landlord at least 12 months prior.

Triggering this option requires a cancellation payment of $ 4,236 .

The cancellation and extension options were not reasonably certain of being exercised and were therefore not recognized as part of the right-of-use

asset and lease liability.

Other leases also include extension, automatic renewal and termination provisions.

On September 9, 2021, the Company entered into a Surrender Agreement to terminate the lease for its principal executive office at 245 Park Avenue, New York, New York effective immediately.

In consideration for the landlord’s agreement to enter into the Surrender Agreement and accelerate the expiration date of the term of the lease from August 31, 2029, the Company paid a termination fee of $ 12,725 .

As a result, the Company recognized a loss on the termination of a lease of $ 9,277 during the year ended December 31, 2021, which was inclusive of the write-off

of the right-of-use

asset, broker fees and a reduction in operating lease liabilities.

This loss is included in impairments in the Company’s Consolidated Statements of Operations (Note 2 6

Additionally, the Company recognized an impairment loss of $ 303 resulting from the derecognition of a right-of-use

asset upon exiting its London office in February 2021, as well as costs incurred to restore the office space to its original condition.

The Company’s leases also included extension, automatic renewal and termination provisions.

These provisions were also not reasonably certain of being exercised and were therefore not recognized as part of the right-of-use

3 unchanged sentences

Total future minimum lease payments (undiscounted)

The following table reconciles the future minimum lease payments (disclosed above) at December 31, 2020 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheet:

Amounts recognized in the Company’s Consolidated Balance Sheet

The following

table reconciles the future minimum lease payments (disclosed above) at December 31, 2021 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets:

Amounts recognized in the Company’s Consolidated Balance Sheets

Lease liability – short term

9 unchanged sentences

Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.

The Company is currently assessing these claims and an accrual has not been made with respect to these matters at December 31, 2020.

The Company is currently assessing these claims and an accrual has not been made with respect to these matters at December 31, 2021 and 2020.

Variable Interest Entities

2 unchanged sentences

(ii) the equity holders, as a group, lack the characteristics of a controlling financial interest;

or (iii) the entity is structured with non-substantive voting rights.

or (iii) the entity is structured with non-substantive

voting rights.

Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any.

4 unchanged sentences

Carrying Amount – Assets (Securrency)

Preferred stock (Note 10)

Carrying Amount – Assets (AdvisorEngine)

Unsecured convertible notes receivable

Unsecured non-convertible

note receivable

Preferred stock

Total carrying amount (Note 8)

Total carrying amount – Assets

Preferred stock – Series A Shares

Preferred stock – Series B Shares

Subtotal – Securrency

Carrying Amount – Assets (Onramp)

Total (Note 8)

Maximum exposure to loss

5 unchanged sentences

Total operating revenues

The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised goods or services are transferred to the customer.

A good or service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the good or service.

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer.

A service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service.

Transfer of control happens either over time or at a point in time.

When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of goods or services to the customer.

Substantially all the Company’s revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 18).

11 unchanged sentences

Total operating revenues

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

Related Party Transactions

7 unchanged sentences

A majority of the independent members of the Board of Trustees are required to annually approve the advisory agreements of the U.S.

ETFs and these agreements may be terminated by the Board of Trustees upon notice.

WisdomTree ETFs and these agreements may be terminated by the Board of Trustees upon notice.

The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable on the Company’s Consolidated Balance Sheets:

3 unchanged sentences

Receivable from WTCS

Receivable from WTAMC (Note 3)

The allowance for credit losses on accounts receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable forecasts, to the amounts outstanding in the table above.

7 unchanged sentences

Advisory services provided to WTAMC

The Company also has investments in certain WisdomTree ETFs of approximately $ 23,932 and $ 16,886 at December 31, 2020 and December 31, 2019, respectively.

Gains and losses related to trading WisdomTree ETFs during the years ended December 31, 2020, 2019 and 2018 were a gain of $ 63 , a gain of $ 40 and a loss of ($ 406 ), respectively, from these investments which are recorded in other gains and losses, net on the Consolidated Statements of Operations.

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

The Company also has investments in certain WisdomTree ETFs of approximately $ 18,526 and $ 23,932 at December 31, 2021 and 2020, respectively.

Net unrealized and realized losses and gains related to trading WisdomTree ETFs during the years ended December 31, 2021, 2020 and 2019 were ($ 451 ), $ 63 and $ 40 , respectively, which are recorded in other losses and gains, net on the Consolidated Statements of Operations.

Stock-Based Awards

4 unchanged sentences

Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date.

The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model.

The Company estimates the fair value of stock options (when

granted) using the Black-Scholes option pricing model.

Awards are valued based on the Company’s stock price on grant date and generally vest ratably over three years.

4 unchanged sentences

percentile, then 0 % of the target number of PRSUs granted will vest;

• If the relative TSR is at the 25 th

percentile, then 50 % of the target number of PRSUs granted will vest;

• If the relative TSR is above the 25 th

percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100 % at the 50 th

percentile and capped at 200 % of the target number of PRSUs granted for performance at the 100 th

During the years ended December 31, 2020, 2019 and 2018, total stock-based compensation expense was $ 11,706 , $ 11,590 and $ 13,255 , respectively, and the related tax benefit recognized on the Consolidated Statements of Operations was $ 2,739 , $ 2,791 and $ 3,015 , respectively.

• If the relative TSR is at the 25th percentile, then 50 % of the target number of PRSUs granted will vest;

• If the relative TSR is above the 25th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100 % at the 50th percentile and capped at 200 % of the target number of PRSUs granted for performance at the 85th percentile (or 100th percentile for grants made during 2019 and 2020).

• If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100

% regardless of the relative TSR percentile.

During the years ended December 31, 2021, 2020 and 2019, total stock-based compensation expense was $

11,590 , respectively, and the related tax benefit recognized on the Consolidated Statements of Operations was $

2,791 , respectively.

The actual tax benefit realized for the tax deductions for share-based compensation was $ 2,032 , $ 833 and $ 1,649 during the years ended December 31, 2021, 2020 and 2019, respectively.

A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows:

A summary of unrecognized stock-based compensation expense and average remaining vesting period is as

December 31, 2021

11 unchanged sentences

Forfeitures/expirations

Weighted-Average

Exercise Price

Outstanding at December 31, 2020

1 unchanged sentence

Outstanding at December 31, 2021

Expire on dates ranging from January 26, 2021

to November 15, 2021 .

The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 51 , $ 168 and $ 301 , respectively.

Cash received from option exercises during the years ended December 31, 2021, 2020 and 2019 was $ 815 , $ 292 and $ 160 , respectively.

The following table summarizes information on stock options outstanding and exercisable at December 31, 2020:

Options Outstanding and Exercisable

Range of Exercise Prices

$ 6.42 – $ 6.82

$ 7.01 – $ 7.30

At December 31, 20 2

0, outstanding options for 305,000 shares (all of which were exercisable) had a remaining

weighted-average

contractual term of 0.3 years and an intrinsic value of $ 57 .

RSAs, RSUs and PRSUs

RSUs and PRSUs

The aggregate fair value of RSAs, RSUs and PRSUs that vested during the years ended December 31, 2021, 2020 and 2019 was $ 10,940 , $ 4,783 and $ 6,720 , respectively.

25 unchanged sentences

Years Ended December 31,

Basic (Loss)/Earnings per Share

Net (loss)/income

Basic Earnings/(Loss) per Share

Net income/(loss)

Income distributed to participating securities

Undistributed income allocable to participating securities

Net (loss)/income available to common stockholders – Basic EPS

Net income/(loss) available to common stockholders – Basic EPS

Weighted average common shares (in thousands)

Basic (loss)/earnings per share

Basic income/(loss) per share

Years Ended December 31,

Diluted (Loss)/Earnings per Share

Net (loss)/income available to common stockholders

Diluted Earnings/(Loss) per Share

Net income/(loss) available to common stockholders

Undistributed income allocable to participating securities

Reallocation of undistributed income allocable to participating securities considered potentially dilutive

Net (loss)/income available to common stockholders – Diluted EPS

Net income/(loss) available to common stockholders – Diluted EPS

Weighted Average Diluted Shares (in thousands

2 unchanged sentences

Weighted average diluted shares, excluding participating securities (in thousands)

Diluted (loss)/earnings per share

Diluted (loss)/earnings per share presented above is calculated using the two-class

Diluted income/(loss) per share

Diluted earnings /(loss) per share presented above is calculated using the two-class

method as this method results in the lowest diluted earnings per share amount for common stock.

Total antidilutive non-participating

common stock equivalents were 132 ,

315 and 166 during the years ended December 31, 2021, 2020 and 2019, respectively (shares herein are reported in thousands).

During the years ended December 31, 2020 and 2019, there were no dilutive common stock equivalents as the Company reported a net loss for the period.

Total antidilutive common stock equivalents were 7,886 during the year ended December 31, 2018.

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted (loss)/earnings per share as disclosed in the table above:

Potential common shares associated with the conversion option embedded in the Convertible Notes for the year ended December 31, 2021 were 1,186 (shares herein are reported in thousands).

There were no potential common shares included in weighted average diluted shares for the year ended December 31, 2020 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above:

Years Ended December 31,

Reconciliation of Weighted Average Diluted Shares (in thousands)

Weighted average diluted shares as disclosed on the Consolidated Statements of

Weighted average diluted shares as disclosed on the Consolidated Statements of Operations

Participating securities:

1 unchanged sentence

Potentially dilutive restricted stock awards

Weighted average diluted shares used to calculate diluted (loss)/earnings per share as disclosed in the table above

Weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above

Excludes 15,122 and 15,002 participating securities for the years ended December 31, 2020 and 2019, respectively, as the Company reported a net loss for those periods.

Also excludes 6

potentially dilutive common stock equivalents for the years ended December 31, 2020 and 2019, respectively, as the Company reported a net loss for those periods (shares herein are reported in thousands).

(Loss)/Income before Income Tax Expense – Domestic and Foreign

and foreign components of (loss)/income before income tax expense for the years ended December 31, 2020, 2019 and 2018 are as follows:

Also excludes 6 and 152 potentially dilutive common stock equivalents for the years ended December 31, 2020 and 2019, respectively, as the Company reported a net loss for those periods (shares herein are reported in thousands).

Income/loss before Income Tax Expense – Domestic and Foreign

and foreign components of income/loss before income tax expense for the years ended December 31, 2021, 2020 and 2019 are as

Year Ended December 31,

Income Tax Expense/(Benefit) – By Jurisdiction

The components of current and deferred income tax expense included in the Consolidated Statement of Operations for years ended December 31, 2020, 2019 and 2018 are as follows:

The components of current and deferred income tax expense included in the Consolidated Statement of Operations for years ended December 31, 2021, 2020 and 2019 are as

Years Ended December 31,

3 unchanged sentences

Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate

A reconciliation of the statutory federal income tax expense and the Company’s total income tax expense is as follows:

A reconciliation of the statutory federal income tax expense and the Company’s total income tax expense is as

Years Ended December 31,

federal statutory income tax

Loss/(gain) on revaluation of deferred consideration

Decrease in unrecognized tax benefits, net

Change in valuation allowance – Capital losses

Change in valuation allowance – Foreign net operating losses (“NOLs”) and interest carryforwards

Foreign operations

Stock-based compensation tax (windfalls)/shortfalls

Change in tax-related

indemnification assets, net

gain on sale – Canadian ETF business

Non-deductible

executive compensation

Stock-based compensation tax shortfalls

(Gain)/loss on revaluation of deferred consideration(1)

Blended state income tax rate, net of federal benefit

Non-deductible

acquisition and disposition-related costs

Change in valuation allowance – Capital losses

Change in valuation allowance – Foreign net operating losses (“NOLs”) and interest carryforwards

gain on sale – Canadian ETF business

Other differences, net

Income tax expense

The loss/(gain) on revaluation is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary that is based in Jersey, a jurisdiction where the Company is subject to a zero percent tax rate.

The (gain)/loss on revaluation is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary that is based in Jersey, a jurisdiction where the Company is subject to a zero percent tax rate.

Income Tax Payments

A summary of income taxes paid by jurisdiction for the years ended December 31, 2020, 2019 & 2018 is as follows:

A summary of income taxes paid by jurisdiction for the years ended December 31, 2021, 2020 & 2019 is as

Years Ended December 31,

4 unchanged sentences

Capital losses

Operating lease liabilities

Accrued expenses

Interest carryforwards

NOLs – Foreign

1 unchanged sentence

Goodwill and intangible assets

Unrealized losses

Interest carryforwards

Outside basis differences

Operating lease liabilities

Deferred tax assets

Deferred tax liabilities:

Right of use assets – operating leases

Fixed assets and prepaid assets

Allocated equity component of convertible notes

Foreign currency translation adjustment

Unremitted earnings – International subsidiaries

Unrealized gains

Allocated equity component of Convertible Notes

Right of use assets – operating leases

Deferred tax liabilities

5 unchanged sentences

The net operating loss carryforwards have been reduced by the impact of annual limitations described in the Internal Revenue Code Section 382 that arose as a result of an ownership change.

The Company’s tax effected capital losses at December 31, 2020 and December 31, 2019 were $ 16,596 and $ 8,226 , respectively.

The change in capital losses is due to the impairment recognized on the Company’s financial interests in AdvisorEngine (Note 8) and a capital loss recognized upon sale of the Canadian ETF business.

Net Operating Losses and Interest Carryforwards – Foreign

Certain of the Company’s European subsidiaries generated NOLs and interest carryforwards outside the U.S.

These tax effected NOLs and interest carryforwards were $ 4,402 and $ 9,336 at December 31, 2020 and December 31, 2019, respectively.

All of these amounts are carried forward indefinitely.

The change in foreign NOLs includes a reduction of $4,930 due to the sale of the Company’s Canadian ETF business, which occurred on February 19, 2020 (Note 3).

The Company’s tax effected capital losses at December 31, 2021 were $ 16,601 .

These capital losses expire between the years 2023 and

Net Operating Losses – International

One of the Company’s European subsidiaries generated NOLs outside the U.S.

These tax effected NOLs, all of which are carried forward indefinitely, were $ 1,934 at December 31, 2021.

Valuation Allowance

During the year ended December 31, 2020, the Company reduced the valuation allowance on its deferred tax assets by $ 2,615 associated with interest carryforwards in the UK

The Company has determined that it is more likely than not that these interest carryforwards will be utilized as the Company extinguished its term loan on June 16, 2020 and is therefore no longer accumulating non-deductible

interest carryforwards in the UK .

The Company also generates profits in that jurisdiction and unused amounts are carried forward indefinitely.

The Company’s remaining valuation allowance has been established on its capital losses, international net operating losses and outside basis differences as it is more-likely-than-not

The Company’s valuation allowance has been established on its net capital losses, international net operating losses and outside basis differences, as it is more-likely-than-not

that these deferred tax assets will not be realized.

Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”)

On March 27, 2020, the CARES Act was enacted in response to the COVID-19

pandemic which included temporary changes to income and non-income

based tax laws including:

(i) the elimination of the 80 % of taxable income limitation by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 and 2020;

(ii) allowing NOLs originating in 2018, 2019 and 2020 to be carried back five years;

(iii) increasing the net interest expense deduction limit to 50 % of adjusted taxable income from 30 % for tax years beginning January 1, 2019 and 2020;

and (iv) other related provisions.

The CARES Act did not have a material impact on the Company’s consolidated financial statements.

Uncertain Tax Positions

4 unchanged sentences

In connection with the ETFS Acquisition, the Company accrued a liability for uncertain tax positions and interest and penalties at the acquisition date.

The table below sets forth the aggregate changes in the balance of gross unrecognized tax benefits:

The Company also recorded an offsetting indemnification asset provided by ETFS Capital as part of its agreement to indemnify the Company for any potential claims.

The table below sets forth the aggregate changes in the balance of these gross unrecognized tax benefits:

Balance on January 1, 2020

5 unchanged sentences

Balance at December 31, 2021

Recorded as an income tax benefit along with an equal and offsetting amount recorded in other losses and gains, net, to recognize a reduction in the indemnification asset.

The gross unrecognized tax benefits were accrued in British pounds.

The Company also recorded an offsetting indemnification asset provided by ETFS Capital as part of its agreement to indemnify the Company for any potential claims, for which an amount is being held in escrow.

ETFS Capital has also agreed to provide additional collateral by maintaining a minimum working capital balance up to a stipulated amount.

The decreases resulting from the lapsing of the statute of limitations of $ 5,981 and $ 4,309 for the years ended December 31, 2020 and 2019, respectively, were recorded as income tax benefits and equal and offsetting amounts to reduce the indemnification assets were recorded in other gains and losses, net.

The gross unrecognized tax benefits and interest and penalties totaling $ 27,016 and $ 32,101 at December 31, 2020 and December 31, 2019, respectively, are included in other non-current

In January 2022, an

audit of ManJer’s tax returns (a Jersey-based subsidiary) for the years ended December 31, 2014, 2016, 2017 and 2018 were resolved in favor of ManJer.

Gross unrecognized tax benefits of $ 13,408 (including interest and penalties of $ 1,219 ) will be recognized during the three months ended March 31, 2022 and will have an impact on the Company’s effective tax rate.

There will also be an equal and offsetting adjustment to the indemnification asset which will be recorded in income before taxes.

The gross unrecognized tax benefits and interest and penalties

totaling $ 21,925 and $ 27,016 at December 31, 2021 and 2020, respectively, are included in other non-current

liabilities on the Consolidated Balance Sheets.

It is reasonably possible that the total amount of unrecognized tax benefits will decrease by $ 7,032 (including interest and penalties of $ 2,075 ) in the next 12 months upon lapsing of the statute of limitations.

In addition, gross unrecognized tax benefits of $ 13,408 will be recognized during the three months ended March 31, 2022, resulting from the favorable resolution of the audit of ManJer’s tax returns for the years 2014, 2016, 2017 and 2018.

At December 31, 2021 there were $ 21,925 of unrecognized tax benefits (including interest and penalties) that, if recognized, would impact the effective tax rate.

2 unchanged sentences

The Company is subject to U.S.

federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions.

The Company’s federal tax return and ManJer’s tax return (a Jersey-based subsidiary) for the year ended December 31, 2016 is currently under review by the relevant tax authorities.

The Company is indemnified by ETFS Capital for any potential exposure associated with ManJer’s tax return under audit.

The Company is not currently under audit in any other income tax jurisdictions.

As of December 31, 2020, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for years before 2016.

Undistributed Earnings of Foreign Subsidiaries

federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions and is currently under review by the State of Michigan for the years ended 2017 through 2020.

As of December 31, 2021, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2017.

ManJer’s tax returns (a Jersey-based subsidiary) were previously under review for the years ended December 31, 2014, 2016, 2017 and 2018.

In January 2022, the audit was resolved in favor of ManJer.

Undistributed

Earnings of Foreign Subsidiaries

provides guidance that US companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested.

The Company’s assertion has changed such that earnings of foreign subsidiaries will be repatriated, resulting in the recognition of a deferred tax liability of $ 138 at December 31, 2020.

The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 118 and $ 138 at December 31, 2021 and 2020, respectively.

Shares Repurchased

On April 24, 2019, the Company’s Board of Directors extended the term of the Company’s share repurchase program for three years through April 27, 2022 .

Included under this program are purchases to offset future equity grants made under the Company’s equity plans and purchases made in open market or privately negotiated transactions.

Included under the Company’s share repurchase program are purchases to offset future equity grants made under the Company’s equity plans and purchases made in open market or privately negotiated transactions.

This authority may be exercised from time to time, subject to regulatory considerations.

2 unchanged sentences

Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records.

During the years ended December 31, 2020, 2019 and 2018, the Company repurchased 8,234,324 shares, 370,428 shares and 334,953 shares of its common stock, respectively, under this program for an aggregate cost of $ 31,197 , $ 2,341 and $ 2,885 , respectively.

During the years ended December 31, 2021, 2020 and 2019, the Company repurchased 5,120,496 , 8,234,324 and 370,428 shares of its common stock, respectively, under this program for an aggregate cost of $ 34,506 , $ 31,197 and $ 2,341 , respectively.

Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records.

As of December 31, 2020, $ 52,191 remained under this program for future purchases.

As of December 31, 2021, $ 17,685 remained under this program for future

On February 22, 2022, the Company’s b

irectors approved an increase of $ 85.7 million to the Company’s share repurchase program and extended the term for three years through April 27, 2025 .

Goodwill and Intangible Assets

The table below sets forth goodwill which is tested annually for impairment on November 30 th

The table below sets forth goodwill which is tested annually for impairment on November

Balance at January 1, 2021

1 unchanged sentence

Goodwill was tested for impairment on November 30, 2021.

The impairment test was performed using a market approach, whereby the market capitalization of the Company (a single reporting unit) was compared to its carrying value.

The quantitative impairment test was performed using a market approach, whereby the market capitalization of the Company (a single reporting unit) was compared to its carrying value.

The market capitalization was derived from the Company’s publicly traded stock price plus a reasonable control premium.

The fair value of the reporting unit exceeded its carrying value and therefore no impairment was recognized.

Goodwill arising from the ETFS Acquisition of $ 84,057 is not deductible for tax purposes as the acquisition was structured as a stock acquisition occurring in the UK

Goodwill arising from the ETFS Acquisition of $ 84,057 is not deductible for tax purposes as the acquisition was structured as a stock acquisition occurring in the U .

The remainder of the goodwill is deductible for U.S.

2 unchanged sentences

The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th

(Questrade AUM)

Balance at January 1, 2021

Decreases (1)

Foreign currency translation

Balance at December 31, 2021

Derecognized upon the sale of the Company’s Canadian ETF business (Note 3)

In connection with the ETFS Acquisition which was completed on April 11, 2018 (Note 3), the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through customary advisory agreements.

In connection with the ETFS Acquisition ,

which was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247

related to the right to manage AUM through customary advisory agreements, which have no expiration date.

The intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes.

1 unchanged sentence

The results of this analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including projected revenue growth rates ranging from 3 % to 4 % ( 3 % weighted average) and a weighted average cost of capital of 9.0 %.

Contingent Payments

AdvisorEngine – Sale of Financial Interests

On May 4, 2020, the Company closed a transaction to exit its investment in AdvisorEngine.

The fair value of upfront consideration paid to the Company was $ 9,592 .

Consideration also included contingent payments totaling up to $ 10,408 which will be payable only upon AdvisorEngine achieving certain revenue milestones during the first through fourth anniversaries of such exit.

No value has been ascribed to these contingent payments at December 31, 2021 and 2020 and no contingent payments have been received during the years ended December 31, 2021 and 2020.

Sale of Canadian ETF Business

On February 19, 2020, the Company completed the sale of all the outstanding shares of WTAMC to CI Financial Corp.

The Company received CDN $ 3,720 (USD $ 2,774 ) in cash at closing and was paid CDN $ 3,000 (USD $ 2,360 ) of additional cash consideration based upon the achievement of certain AUM growth targets as determined on the 18-month

anniversary of the closing date.

The Company may receive additional cash consideration of CDN $ 0 to $ 4,000 depending on the achievement of certain AUM growth targets as determined on the 36-month

anniversary of the closing date.

In connection with this sale, the Company recognized a gain of $ 2,877 during the year ended December 31, 2020.

This gain represented the difference between the minimum cash consideration payable to the Company and the carrying value of WTAMC’s net assets upon disposition.

A gain of $ 787 was recognized during the year ended December 31, 2021, from remeasuring the contingent payment to its realizable value.

These gains were recorded in other losses and gains, net.

The following table summarizes impairments recognized by the Company:

Years Ended December 31,

AdvisorEngine – Financial interests (Note 8)

GCC – Intangible asset

AdvisorEngine – Option

Thesys – Series Y Preferred (Note 10)

Lease termination – New York office (Note 14)

Fixed assets – New York office (Note 9

Lease termination – London office (Note 14)

AdvisorEngine – Financial interests

Thesys – Series Y Preferred

WisdomTree Japan

WisdomTree Continuous Commodity Index Fund (“GCC”)

During the fourth quarter of 2018, the Company performed its indefinite-lived intangible asset impairment test related to its GCC customary advisory agreements using a quantitative approach.

The fair value of the intangible asset was derived from a

discounted cash flow analysis which assumed projected revenue growth rates of 0 % to 5 %.

Consideration was also given to the historical performance of GCC against prior expectations.

The analysis resulted in the recognition of an impairment of $ 9,953 .

There is no value ascribed to this intangible asset at December 31, 2020.

AdvisorEngine—Option

During the year ended December 31, 2018, the Company recognized an impairment of $ 3,278 upon the expiration of an option to purchase the remaining equity interests in AdvisorEngine.

The fair value of the option was originally determined on December 29, 2017 using a Monte Carlo simulation which was predominantly based on unobservable inputs and was therefore classified as Level 3.

The enterprise value was derived from unobservable inputs including a WACC of 27 % and an option volatility of 40 %.

An increase in the WACC would have reduced AdvisorEngine’s enterprise value, thereby reducing the fair value of the option, whereas an increase in the option volatility would have increased the fair value of the option.

AdvisorEngine

During the years ended December 31, 2020 and 2019, the Company recognized impairments of $ 19,672 and $ 30,138 to adjust the carrying value of its previously held financial interests in AdvisorEngine to fair value.

Fair value was subsequently adjusted during the year ended December 31, 2020 by recognizing a gain of $ 1,093 in other losses and gains, net.

These fair value adjustments were based upon the final sale terms as disclosed above (Note 25).

During the year ended December 31, 2020, the Company recognized an impairment of $ 3,080 on its Series Y Preferred shares in Thesys, as the investment had underperformed financially when assessed against prior expectations, resulting in a carrying value of $ 0 at December 31, 2020.

WisdomTree Japan

The Company recorded an impairment expense of $ 572 in connection with the termination of its Japan office lease during the year ended December 31, 2019 and $ 326 on fixed assets of the Japan office during the year ended December 31, 2018 in connection with the closure of WTJ.

The Company recorded an impairment expense of $ 572 in connection with the termination of its Japan office lease during the year ended December 31, 2019 in connection with the closure of WTJ.

Supplemental Financial Information – Quarterly Results (Unaudited)

2 unchanged sentences

Operating income

(Loss)/income before income taxes

Net (loss)/income

(Loss)/earnings per share—basic

(Loss)/earnings per share—diluted

Income/(loss) before income taxes

Net income/(loss)

Earnings/(loss) per share – basic

Earnings/(loss) per share – diluted

Dividends per common share

Unusual or Infrequent Items:

(Loss)/gain on revaluation of deferred consideration (Note 12)

(Loss)/gain on revaluation of deferred consideration

Impairments (Note 25)

Loss on extinguishment of debt

Loss on extinguishment of debt (Note 13)

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

Subsequent Events

The Company evaluated subsequent events through the date of issuance of the accompanying consolidated financial statements.

There were no events requiring disclosure.

See Note 22 for information pertaining to the resolution of an audit of ManJer’s tax returns (a Jersey-based subsidiary) for the years ended December 31, 2014, 2016, 2017 and 2018.

In addition, see Note 23 for information regarding the Company’s share repurchase program.

There are no additional events requiring disclosure.

EXHIBIT INDEX

11 unchanged sentences

Form of Global Note, representing the Registrant’s 4.25% Convertible Senior Notes due 2023 (included as Exhibit A to the Indenture filed as Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2020)

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)

Share Sale Agreement among the Registrant, WisdomTree International and ETFS Capital dated November 13, 2017 (incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2018)

3 unchanged sentences

Amended and Restated License Agreement between the Registrant and WisdomTree Trust dated March 1, 2012 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2012)

WisdomTree Investments, Inc.

2005 Performance Equity Plan (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

Amendment to WisdomTree Investments, Inc.

2005 Performance Equity Plan approved by stockholders on August 20, 2007 (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

Amendment to WisdomTree Investments, Inc.

2005 Performance Equity Plan approved by stockholders on August 23, 2010 (incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

Form of Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

Form of Proprietary Rights and Confidentiality Agreement (incorporated by reference to Exhibit 10.34 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

4 unchanged sentences

Appendix A to Employment Agreement between the Registrant and Jonathan Steinberg, dated December 22, 2016 (incorporated by reference to Exhibit 10.1(A) of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016)

Appendix A to Employment Agreement between the Registrant and Amit Muni, dated December 22, 2016 (incorporated by reference to Exhibit 10.1(D) of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016)

Appendix A to Employment Agreement between the Registrant and Peter M.

7 unchanged sentences

1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2019)

Separation Agreement between the Registrant and David Abner, dated August 27, 2019 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 29, 2019)

Employment Agreement between the Registrant and Marci Frankenthaler, dated November 5, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)

Employment Agreement between the Registrant and Alexis Marinof, dated June 8, 2017 (incorporated by reference to Exhibit 10.21 of Amendment No.

1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021)

Amendment to Employment Agreement between the Registrant and Alexis Marinof, dated July 20, 2017 (incorporated by reference to Exhibit 10.22 of Amendment No.

1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021)

Form of Performance-Based Restricted Stock Unit Award Agreement for U.S.

Executive Officers applicable to grants after January 1, 2021 (incorporated by reference to Exhibit 10.23 of Amendment No.

1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021)

Form of Performance-Based Restricted Stock Unit Award Agreement for U.K.

Executive Officers applicable to grants after January 1, 2021 (incorporated by reference to Exhibit 10.24 of Amendment No.

1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021)

Subsidiaries of the Registrant (filed herewith)

2 unchanged sentences

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

Certification pursuant to 18 U.S.C.

4 unchanged sentences

(ii) Consolidated Statements of Operations for the years ended December 31, 2021, December 31, 2020 and December 31, 2019;

(iii) Consolidated Statements of Comprehensive (Loss)/Income for the years ended December 31, 2020, December 31, 2019 and December 31, 2018;

(iii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2021, December 31, 2020 and December 31, 2019;

(iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, December 31, 2020 and December 31, 2019;

8 unchanged sentences

WISDOMTREE INVESTMENTS, INC.

/s/ J ONATHAN S TEINBERG

/s/ J ONATHAN

Jonathan Steinberg

3 unchanged sentences

day of February, 2022.

/s/ J ONATHAN S TEINBERG

/s/ J ONATHAN

Chief Executive Officer and Director

1 unchanged sentence

(Principal Executive Officer)

/s/ A MIT M UNI

Chief Financial Officer

(Principal Financial Officer)

/s/ B RYAN E DMISTON

Chief Accounting Officer

Bryan Edmiston

(Principal Accounting Officer)

/s/ F RANK S ALERNO

Non-Executive

Chairman of the Board

(Principal Financial Officer and Principal Accounting Officer)

Non-Executive Chairman of the Board

Frank Salerno

/s/ A NTHONY B OSSONE

Anthony Bossone

Smita Conjeevaram

/s/ S USAN C OSGROVE

Susan Cosgrove

/s/ B RUCE L AVINE

/s/ W IN N EUGER

Harold Singleton III

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-K

Item 9A. Controls and Procedures