What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-25 · 542 added, 414 removed, 993 unchanged (49% of the section changed)

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Evaluation of Disclosure Controls and Procedures

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.

As of December 31, 2022, 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 and Chief Financial Officer concluded that, as of December 31, 2022, 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.

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Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

and 15d-15(f)

under the Exchange Act.

issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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OTHER INFORMATION

The information included in this Item 9B is provided in lieu of filing such information on a Current Report on Form 8-K under Item 5.02 “Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensation Arrangements of Certain Officers.”

Executive Severance Plan and Employee Confidentiality, Assignment and Restrictive Covenant Agreement

On February 23, 2023, the Compensation Committee (the “Committee”) of our Board of Directors adopted the WisdomTree, Inc.

Executive Severance Plan (the “Severance Plan”), pursuant to which, effective immediately, Bryan Edmiston, our Chief Financial Officer, and William Peck, our Head of Digital Assets, and, effective March 1, 2023, David Yates, our Chief Information Officer, may be eligible for severance benefits as “eligible participants” (as defined in the Severance Plan) under the Severance Plan.

In connection with becoming an eligible participant under the Severance Plan, each eligible participant will enter into an Employee Confidentiality, Assignment and Restrictive Covenant Agreement (“Restrictive Covenant Agreement”), which contains employee confidentiality, assignment of inventions and non-solicitation of employees provisions, as well as non-competition provisions which are applicable as described below.

In addition, the Committee authorized us to amend the employment agreement of Alexis Marinof, our Head of Europe, to provide for the same benefits as provided under the Severance Plan and to contain the provisions of the Restrictive Covenant Agreement, in each case as may be applicable and permitted under the laws of the United Kingdom.

A summary of the material terms of the severance benefits provided under the Severance Plan follows:

Termination for Any Reason .

The Severance Plan provides that if we terminate an eligible participant’s employment for any reason, we will pay the eligible participant his or her accrued but unpaid base salary and, if applicable, accrued but unused vacation, through the termination date and, except in the case of (i) a resignation by the eligible participant for “good reason” (as defined in the Severance Plan), (ii) a termination of the eligible participant’s employment by us for “cause” (as defined in the Severance Plan) or (iii) the eligible participant having already received payment, prior to the termination date, of his or her incentive compensation for the prior year, a pro rata portion of an amount equal to 50% of the incentive compensation that the eligible participant would have received in respect of the year prior to the year of termination, based upon our performance.

Termination Without Cause or Resignation for Good Reason .

If (i) we terminate the eligible participant’s employment other than due to the eligible participant’s death or “disability” (as defined in the Severance Plan) or for cause or (ii) the eligible participant resigns for good reason (either of (i) or (ii), an “Involuntary Termination”) and the eligible participant (A) enters into a fully effective release agreement and complies with such release and (B) complies with the terms of the Restrictive Covenant Agreement, including a three-month non-competition covenant from the date of termination, we will pay the eligible participant:

one year’s base salary (“Annual Base Salary”);

a pro rata portion of an amount equal to 50% of the average incentive compensation that the eligible participant received in the preceding three fiscal years, multiplied by our budgeted incentive compensation pool funding percentage in the year of termination (“Termination Year Cash Incentive Compensation”);

50% of the average incentive compensation paid to the eligible participant in the preceding three fiscal years (“Average Cash Incentive Compensation”).

The Termination Year Cash Incentive Compensation will be paid when we pay incentive compensation for the termination year to non-terminated senior executives.

The Annual Base Salary and Average Cash Incentive Compensation will be paid in substantially equal installments over a 12-month period.

The eligible participant also may elect to have us pay for COBRA insurance coverage for up to one-year following the date of termination.

In addition, any equity award that would have vested in the 12-month period that immediately follows the date of termination will accelerate and vest, and any remaining unvested awards will remain outstanding for 12 months following the date of termination and, if a “change of control” (as defined in the Severance Plan) occurs within 12 months after the date of termination, the eligible participant will be entitled to any accelerated vesting with respect to the equity awards that the eligible participant would have been entitled to if he or she had remained employed through the date of the change of control.

Involuntary Termination Within 18 Months After a Change of Control .

In the event of the eligible participant’s Involuntary Termination within 18 months after a change of control, if the eligible participant (i) enters into a fully effective release agreement and complies with such release and (ii) complies with the Restrictive Covenant Agreement, including a 12-month non-competition covenant from the date of termination, in lieu of the payments and benefits described above under the heading “Termination Without Cause or Resignation for Good Reason,” we will pay the eligible participant:

an amount equal to 1.75 times the Annual Base Salary;

a pro rata portion of the Average Cash Incentive Compensation based on the number of days the eligible participant was employed during the year of termination;

an amount equal to 1.75 times the Average Cash Incentive Compensation.

Such amounts will be paid in one lump sum.

The eligible participant also may elect to have us pay for COBRA insurance coverage for up to 21-months following the date of termination.

In addition, any equity awards subject solely to time-based vesting that would have vested in the 21-month period that immediately follows the date of termination will accelerate and vest.

Equity awards subject to performance-based vesting will vest in accordance with the terms of the applicable award agreement.

Termination for Cause or Voluntary Resignation Without Good Reason .

If we terminate the eligible participant’s employment for cause or the eligible participant voluntarily resigns without good reason, we may elect to enforce a three-month non-competition covenant as provided in the Restrictive Covenant Agreement in consideration for which we will pay the eligible participant:

(i) 25% of the Annual Base Salary;

(ii) an amount equal to 12.5% of the average incentive compensation paid to the eligible participant in the preceding three fiscal years;

and (iii) an amount equal to 25% of the value of any equity awards subject solely to time-based vesting that would have vested in the one-year period following the date of termination if no termination had occurred.

Such amounts will be paid in substantially equal installments over a three-month period.

The eligible participant also may elect to have us pay for COBRA insurance coverage for up to three-months following the date of termination, subject to the eligible participant’s continued compliance with the three-month non-competition covenant.

The benefits of the Severance Plan summarized above are generally subject to the eligible participant’s continuing compliance with any obligations relating to confidentiality, assignment of inventions, or other restrictive covenants (including the non-competition covenants described above) in the Restrictive Covenant Agreement, as applicable.

If we make payments to an eligible participant as described under “Involuntary Termination Within 18 Months After a Change of Control,” and there is a breach by the eligible participant of the 12-month non-competition covenant, we have a right to recover payments made during such period of non-compliance.

Amendment to Executive Employment Agreements for each of Jonathan Steinberg, Peter M.

Jarrett Lilien and Marci Frankenthaler

On February 23, 2023, the Committee approved an amendment (the “Amendment”) to the executive employment agreements (the “Executive Employment Agreements”) for each of Jonathan Steinberg, our Chief Executive Officer, R.

Jarrett Lilien, our President and Chief Operating Officer, Peter M.

Ziemba, our Chief Administrative Officer, and Marci Frankenthaler, our Chief Legal Officer.

The Amendment modifies each of the Executive Employment Agreements to provide for the below changes, which align with the terms of the Severance Plan and the Restrictive Covenant Agreement:

to replace the employee confidentiality, assignment of inventions, non-solicitation of employees and non-competition provisions, primarily to include expanded definitions applicable to the three-month non-competition covenant and the 12-month non-competition covenant described above;

to expand the definition of a “change of control” as currently defined in the Executive Employment Agreements to include a “Change in Control Event” within the meaning of the WisdomTree Investments, Inc.

2022 Equity Plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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and is incorporated herein by reference.

We have adopted a Code of Conduct that applies to all of our directors, officers and employees, including our principal executive officer and principal financial and accounting officer.

The Code of Conduct is posted on our website at http://ir.wisdomtree.com/corporate-governance

We will post any amendments to, or waivers from, a provision of this Code of Conduct by posting such information on our website, at the address and location specified above.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial and accounting officer.

The Code of Business Conduct and Ethics is posted on our website at https://ir.wisdomtree.com/corporate-governance

/governance-documents

We will post any amendments to, or waivers from, a provision of the Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above.

The information required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K

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and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 404 and Item 407(a) of Regulation S-K

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and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ACCOUNTANT FEES AND SERVICES

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

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The list of exhibits in the Exhibit Index immediately preceding the exhibits to this Report is incorporated herein by reference in response to this item.

WISDOMTREE INVESTMENTS, INC.

WISDOMTREE, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of WisdomTree Investments, Inc.

To the Stockholders and the Board of Directors of WisdomTree, Inc.

Opinion on the Financial Statements

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

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

and Subsidiaries (the Company) as of December 31, 2022 and 2021, 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, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

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Description of the Matter

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.

At December 31, 2022, Company recorded a current deferred consideration liability of $16,796,000 and a long-term deferred consideration liability of $183,494,000 and for the year ended December 31, 2022, the Company recorded a gain on the revaluation of deferred consideration of $27,765,000.

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.

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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, 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

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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.

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

In addition, we assessed the accuracy of the Company’s historical projections by comparing them to actual operating results.

We involved our valuation specialists to assist in our evaluation of the Company’s valuation model, the weighted average cost of capital used by the Company and the comparability of the guideline public companies selected by the Company and to calculate an independent estimate of the indefinite-lived intangible assets which we compared to the Company’s fair value estimate.

We involved our valuation specialists to assist in our evaluation of the Company’s valuation model, the weighted average cost of capital used by the Company and the comparability of the

guideline public companies selected by the Company and to calculate an independent estimate of the indefinite-lived intangible assets which we compared to the Company’s fair value estimate.

/s/ Ernst & Young LLP

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

February 28, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of WisdomTree Investments, Inc.

To the Stockholders and the Board of Directors of WisdomTree, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited WisdomTree Investments, Inc.

We have audited WisdomTree, Inc.

and Subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, WisdomTree Investments, Inc.

In our opinion, WisdomTree, Inc.

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

February 25, 2022

WisdomTree Investments, Inc.

Ernst & Young LLP

WisdomTree, Inc.

and Subsidiaries

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Cash and cash equivalents

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)

Financial instruments owned, at fair value (including $

18,526 invested in WisdomTree products

at December 31, 2022 and

2021, respectively)

Accounts receivable (including $

25,628 due from related parties at December 31, 2022 and 2021, respectively)

Prepaid expenses

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Goodwill (Note 24)

Intangible assets (Note 24)

Intangible assets, net (Note 24)

Other noncurrent assets

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Current liabilities:

Convertible notes—current (Notes 12 and 27)

Fund management and administration payable

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Deferred consideration—gold payments (Note 10)

Operating lease liabilities (Note 14)

Income taxes payable

Operating lease liabilities (Note 14)

Accounts payable and other liabilities

Total current liabilities

Convertible notes (Note 12)

Convertible notes (Notes 12 and 27)

Deferred consideration—gold payments (Note 10)

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Total liabilities

Preferred stock —

Series A Non-Voting

Preferred stock—Series A Non-Voting

Convertible, par value $

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issued and outstanding:

145,107 and 148,716 at December 31, 2021 and 2020, respectively

at December 31, 2022 and 2021, respectively

Additional paid-in

Accumulated other comprehensive income

Accumulated deficit

Accumulated other comprehensive (loss)/income

Retained earnings/(accumulated deficit)

Total stockholders’ equity

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

WisdomTree Investments, Inc.

WisdomTree, Inc.

and Subsidiaries

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Contractual gold payments (Note 10

Professional and consulting fees

Professional fees

Occupancy, communications and equipment

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Income/(loss) before income taxes

Income tax expense

Income tax (benefit)/expense

Net income/(loss)

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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.

WisdomTree, Inc.

and Subsidiaries

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(“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

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

WisdomTree Investments, Inc.

WisdomTree, Inc.

and Subsidiaries

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Stock-based compensation

Allocation of equity component related to convertible notes, net of

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 of 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

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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

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

Shares repurchased

Exercise of stock options, net

Stock-based compensation

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

WisdomTree Investments, Inc.

WisdomTree, Inc.

and Subsidiaries

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Contractual gold payments

Losses/(gains) on financial instruments owned, at fair value

Stock-based compensation

Unrealized losses

Amortization of issuance costs—convertible notes

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

Amortization of issuance costs—convertible notes

Deferred income taxes

Amortization of right of use asset

Gain on sale—Canadian ETF business

Depreciation and amortization

Deferred income taxes

Gain on sale—Canadian ETF business, including remeasurement of contingent consideration

Loss on extinguishment of debt

Amortization of issuance costs—former credit facility

interest income

Changes in operating assets and liabilities:

Securities owned, at fair value

Accounts receivable

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Gold and other precious metals

Intangibles—software development

Fund management and administration payable

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Income taxes payable

Securities sold, but not yet purchased, at fair value

Financial instruments sold, but not yet purchased, at fair value

Operating lease liabilities

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Cash flows from investing activities:

Purchase of securities owned, at fair value

Purchase of financial instruments 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 financial instruments owned, at fair value

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

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

Funding of notes receivable

Net cash (used in)/provided by investing activities

Cash flows from financing activities:

Shares repurchased

Dividends paid

Shares repurchased

Convertible notes issuance costs

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Proceeds from exercise of stock options

Net cash provided by/(used in) financing activities

Net cash (used in)/provided by financing activities

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

Net increase/(decrease) in cash and cash equivalents

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents—beginning of year

Cash and cash equivalents—end of year

Year Ended December 31,

Supplemental disclosure of cash flow information:

Cash paid for taxes

Cash paid for

Cash paid for interest

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, 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,

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.

WisdomTree, Inc.

and Subsidiaries

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Organization and Description of Business

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, cryptocurrency and alternative strategies.

WisdomTree, Inc., through its global subsidiaries (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a well-diversified suite of exchange-traded products (“ETPs”), models and solutions.

Building on its heritage of innovation, the Company is also developing next-generation digital products and structures, including digital or blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its blockchain-native digital wallet, WisdomTree Prime ™

The Company has the following wholly-owned operating subsidiaries:

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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 is a non-consolidated

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

WTICAV is a non-consolidated

public limited company domiciled in Ireland.

WisdomTree UK Limited

(“WTUK”) is a U.K.

based company registered with the Financial Conduct Authority currently providing distribution and support services to ManJer, WTMAML and WML.

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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.

is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree Digital Funds.

The WisdomTree Digital Funds are issued in the U.S.

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

management investment company.

Each Digital Fund will use blockchain technology to maintain a secondary record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but will not directly or indirectly invest in any assets that rely on blockchain technology, such as cryptocurrencies.

WisdomTree Digital Movement, Inc

is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network (“FinCEN”) and seeking state money transmitter licenses to operate a platform for the purchase, sale and exchange of digital assets, while also providing digital wallet services through WisdomTree Prime ™

to facilitate such activity.

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

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

is a New York based limited purpose broker-dealer (i.e., mutual fund retailer), facilitating transactions in WisdomTree Digital Funds.

Significant Accounting Policies

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These consolidated financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented.

generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary

for a fair statement

of financial condition, results of operations, and cash flows for the periods presented.

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

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)

All intercompany accounts and transactions have been eliminated in consolidation.

Consolidation

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Depreciation and Amortization

Depreciation is provided for using the straight-line method over the estimated useful lives of the related assets as follows:

Furniture and fixtures

Leasehold improvements are amortized over the term of their respective leases or service lives of the improvements, whichever is shorter.

Fixed assets are recorded at cost less accumulated depreciation and amortization.

Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows:

Internally-developed software

The assets listed above are recorded at cost less accumulated depreciation and amortization.

Stock-Based Awards

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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.

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

Securities owned and securities sold, but not yet purchased are securities classified as either trading or available-for-sale

These securities are recorded on their trade date and are measured at fair value.

All equity securities are classified by the Company as trading.

Debt securities are classified based primarily on the Company’s intent to hold or sell the security.

Changes in the fair value of debt securities classified as trading and AFS are reported in other income and other comprehensive income, respectively, in the period the change occurs.

Debt securities classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt security is below its amortized cost basis.

Credit-related impairments are recognized in earnings with a corresponding adjustment to the security’s amortized cost basis if the Company intends to sell the impaired AFS debt security or it is more likely than not the Company will be required to sell the security before recovering its amortized cost basis.

Financial Instruments Owned and Financial Instruments Sold, but Not yet Purchased (at Fair Value)

Financial instruments owned and financial instruments sold, but not yet purchased are financial instruments classified as either trading or available-for-sale

These financial instruments are recorded on their trade date and are measured at fair value.

All equity instruments that have readily determinable fair values are classified by the Company as trading.

Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument.

Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs.

Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis.

Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis.

Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings.

Impairments resulting from noncredit-related factors are recognized in other comprehensive income.

Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt security using the specific identification method.

Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method.

Securities Held-to-Maturity

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government guarantee.

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

, to the extent such investments are not subject to consolidation or the equity method.

The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities

(“ASC 321”), to the extent such investments are not subject to consolidation or the equity method.

Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

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

stments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).

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

The Company tests goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation,

if one were to occur.

Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value.

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

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

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

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

Software Development Costs

Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended.

Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts

and are included in intangible assets, net in the Consolidated Balance Sheets.

costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations.

Once the application development stage is complete, additional costs are expensed as incurred.

The Company accounts for its lease obligations in accordance with ASC Topic 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

The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.

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

Changes in the fair value of this obligation are reported as gain/(loss) on revaluation of deferred consideration—gold payments in the 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

In accordance with Accounting Standards Update (“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

, the Company accounts for convertible instruments 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.

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

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convertible preferred stock (Note 13) and unvested share-based payment awards that contain non-forfeitable

rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class

rights to dividends or dividend equivalents (whether paid or unpaid) are

participating securities and are included in the computation of EPS pursuant to the two-class

Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).

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Potential common shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price exceeds the conversion price.

The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.

Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not

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Recently Adopted Accounting Pronouncements

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

Debt – Debt with Conversion and Other Options

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

Debt with Conversion and Other Options

(ASU 2020-06)

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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

Income Taxes (Topic 740) – Simplifying the Accounting

(ASU 2019-12).

The main objective of the standard is to reduce complexity in the accounting for income taxes by removing the following exceptions:

The main objective of the standard is to reduce complexity in the accounting for income taxes by removing

the f ollowing

(1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income);

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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

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 (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.

During the year ended December 31, 2020, the Company incurred disposition-related costs of $ 416 , in connection with the sale of WTAMC.

Cash and Cash Equivalents

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.

Of the total cash and cash equivalents of $ 132,101 and $ 140,709 at December 31, 2022 and 2021, $ 131,104 and $ 127,328 were held at two financial institutions at December 31, 2022 and 2021, respectively.

At December 31, 2022 and 2021, cash equivalents were approximately $ 930 and $ 11,488 , 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.

Certain of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, which was

and $ 12,320 at December 31, 2022 and 2021, respectively.

These requirements are generally satisfied by cash on hand.

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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.

Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3.

Accordingly, the degree of judgment exercised by management

in determining fair value is greatest for instruments categorized in Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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Cash equivalents

Securities owned, at fair value

Financial instruments owned, at fair value

Pass-through GSEs

Corporate bonds

Other assets—seed capital

Investments in Convertible Notes

Securrency, Inc.—convertible note (Note 8)

Fnality International Limited—convertible note (Note 8)

Non-recurring

fair value measurements:

Securrency, Inc.

– Series A convertible preferred stock (1)

Other investments (1)

Recurring fair value measurements:

Deferred consideration (Note 10)

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

Fair value determined on May 10, 2022.

December 31, 2021

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Cash equivalents

Securities owned, at fair value

Financial instruments owned, at fair value

Pass-through GSEs

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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 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).

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

Recurring Fair Value Measurements - Methodology

Cash Equivalents (Note 4)

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

– These financial assets represent cash invested in highly liquid investments with original maturities of less th

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

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.

Financial instruments owned (Note 6)

– Financial instruments owned are investments in ETFs, pass-through GSEs, U.S.

treasuries, corporate bonds and other assets.

ETFs and U.S.

treasuries 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 timing of prepayments and are therefore generally classified as Level 2.

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)

– Deferred consideration represents the present value of an obligation to pay gold into perpetuity.

Pricing of other assets includes consideration given to the underlying assets and the risks associated with them and are therefore generally classified as Level 2.

Value Measurements classified as Level

– The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3:

Investments in Convertible Notes (Note 8)

Beginning balance

Net unrealized losses (1)

Ending balance

Deferred Consideration (Note 10)

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Net realized losses (2)

Net unrealized (gains)/losses (2)

Net unrealized gains (3)

Ending balance

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

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:

Securities Owned

Recorded in other losses and gains, net in the Consolidated Statements of Operations.

Recorded as contractual gold payments expense in the Consolidated Statements of Operations.

Recorded as gain on revaluation of deferred consideration—gold payments in the Consolidated Statements of Operations.

Financial instruments owned

These instruments consist of the following:

Financial instruments owned

Trading securities

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.

Other assets—seed capital

The Company recognized net trading losses on financial instruments owned that were still held at the reporting dates of $ 12,721 and $ 2,762 during the years ended December 31, 2022 and 2021, respectively, which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

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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

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

Cost/amortized cost

Gross unrealized gains

Gross unrealized losses

An allowance for credit losses was not provided on the Company’s held-to-maturity

Gross unrealized gains

An allowance for credit losses was not provided on the Company’s

held-to-maturity

securities as all securities are investments in pass-through GSEs which are determined to have an estimated loss rate of zero due to an implicit U.S.

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December 31, 2021

Securrency, Inc.

– Series A convertible preferred stock

Securrency, Inc.

– Series B convertible preferred stock

Securrency, Inc.—Series A convertible preferred stock

Securrency, Inc.—Series B convertible preferred stock

Securrency, Inc.—convertible note

Subtotal—Securrency, Inc.

Onramp Invest, LLC – Simple Agreement for Future Equity

Fnality International Limited—convertible note

Other investments

Securrency, Inc.

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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”).

(“Securrency”), a 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”) in December 2019 and 2,004,665 shares of Series B convertible preferred stock (“Series B Shares”) in March 2021.

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

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.

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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

These investments are accounted for under the measurement alternative prescribed in ASC 321, as they do not have a readily determinable fair value and are not considered to be in-substance

common stock.

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

The investments are assessed for impairment and similar observable transactions on a quarterly basis.

There was no impairment recognized during the years ended December 31, 2022 and 2021 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

During the year ended December 31, 2021, the Company recognized a gain of

$ 376 on its Series A Shares, which were re-measured

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

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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):

The table below presents the inputs used in the 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

Securrency – Convertible Note

In April and November 2022, the Company participated in a convertible note financing, making an aggregate investment of $ 15,000 in Securrency.

In consideration for its investment, the Company was issued a 7 % Convertible Promissory Note maturing on April 21, 2023 .

The note is convertible into either Securrency’s common stock or the class of securities convertible into, exchangeable for, or conferring the right to purchase Securrency’s common stock that is issued in the event of a future equity financing at a conversion price equal to a discount of 25 % (or, if applicable, a greater discount offered to other holders of convertible securities in such future equity financing round) to the lowest price paid per equity share issued in the future equity financing round.

The note is redeemable upon the occurrence of a corporate transaction for an amount which is the greater of (i) the principal amount and all accrued interest and (ii) the amount that would be received had the note been converted to common stock immediately prior to the occurrence of the corporate transaction.

At maturity, redemption or conversion may occur upon the election by the holders of a majority-in-interest

of the aggregate principal amount of outstanding notes.

If no such election is made, Securrency may elect to pay or convert the notes in its sole discretion.

The note is accounted for at fair value.

Fair value is determined by the Company using the probability-weighted expected return method (“PWERM”), a valuation approach that estimates the value of the note assuming various outcomes.

During the year ended December 31, 2022, the Company recognized an unrealized loss

the notes to fair value.

The table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit:

Conversion of note upon a future equity financing

Redemption of note upon a corporate transaction

Time to potential outcome (in years)

Fnality International Limited – Convertible Note

In February 2022, the Company participated in a convertible note financing, making a £ 5,000 ($ 6,863 ) investment in Fnality International Limited (“Fnality”), a company incorporated in England and Wales and

focused on creating a peer-to-peer

digital wholesale settlement ecosystem comprised of a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity.

In consideration for its investment, the Company was issued

a 5 % Convertible Unsecured Loan Note maturing on December 31, 2023 .

The note is convertible into equity shares in the event of a future financing round at a conversion price equal to the lower of (i) a discount of 20 % to lowest price paid per equity share issued pursuant to such future financing round and (ii) an amount paid per share subject to a pre-money

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

common stock.

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, 2021 based upon a qualitative assessment.

Mandatory conversion may occur on or after the maturity date or, if earlier, in the event a future financing round has not been completed within a specified time from an initial closing of such financing round (“Long Stop Date”), upon the approval of holders of at least 75 % of the outstanding notes.

The note is also convertible, at the option of the Company, following the earlier of the maturity date or such Long Stop Date.

The note is redeemable upon the occurrence of a change of control for an amount which is the greater of (i) the principal amount and all accrued interest and (ii) the amount that would be received had the note been converted to equity shares immediately prior to the occurrence of the change of control.

Redemption may also occur on or after maturity or prior to maturity

upon approval by holders of at least 50 % and 75 %, respectively, of the outstanding notes, or in connection with bankruptcy or other liquidation events.

The note is accounted for at fair value.

Fair value is determined by the Company using the PWERM and is also remeasured for changes in the British pound and U.S.

dollar exchange rate.

During the year ended December 31, 2022, the Company recognized a gain of $ 58 when re-measuring

the notes to fair value.

The table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit:

Conversion of note upon a future financing round

Redemption of note upon a change of control

Time to potential outcome (in years)

Fixed Assets, net

The following table summarizes fixed assets:

Furniture and fixtures

Leasehold improvements

accumulated depreciation and amortization

accumulated depreciation

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.

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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 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.

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.

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.

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(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 $ 228,062 and $ 230,137 at December 31, 2021 and 2020 using the following assumptions:

The Company determined the present value of the deferred consideration of $ 200,290 and $ 228,062 at December 31, 2022 and 2021 using

the following assumptions:

Forward-looking gold price (low)—per ounce

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The perpetual growth rate at December 31, 2022 was determined based upon the increase in observable forward-looking gold prices through 2028.

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.

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.

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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

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

of the remaining unamortized issuance costs.

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

Interest expense recognized on the former credit facility during the year ended December 31, 2020 was $

Convertible Notes

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.

On June 14, 2021, the Company issued and sold $ 150,000 i n

aggregate principal amount of 3.25 % C

onvertible 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 (or its successor in interest, 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 a g

gregate principal amount of Convertible Notes outstanding.

Key terms of the Convertible Notes are as follows:

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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;

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

only under the following circumstances:

(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;

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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.

The Company may redeem for cash all or any portion of the notes, at its option, on or after June 20, 2023 and June 20, 2021 in respect of the 2021 Notes and 2020 Notes, respectively, and on or prior to the 55th 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.

No sinking fund is provided for the Convertible Notes.

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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:

The following table provides a summary of the carrying value of the Convertible Notes at December 31, 2022 and 2021:

December 31, 2022

December 31, 2021

Principal amount

Gross proceeds

Unamortized discount (1)

Unamortized issuance costs (1)

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Effective interest rate (2)

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.

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

on January 1, 2021 and 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,

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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 Convertible Notes during the years ended December 31, 2022 and 2021 was $ 14,935 and $ 12,332 ,

respectively.

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.

Interest payable of

$ 621 and $ 590 at December 31, 2022 and 2021, 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 $ 320,513 and $ 360,571 at December 31, 2022 and 2021, respectively.

The if-converted

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

value of the 2020 Notes did not exceed the principal amount at December 31, 2022 and was $ 180,912 at December 31, 2021.

The if-converted

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

value of the 2021 Notes did not exceed the principal amount at December 31, 2022 and 2021.

Preferred Shares

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The Preferred Shares have no voting rights, are not transferable and have the same priority with regard to dividends, distributions and payments as the common stock.

As described in the Certificate of Designations, the Company will not issue, and ETFS Capital does not have the right to require the Company to issue, any shares of common stock upon conversion of the Preferred Shares, if, as a result of such conversion, ETFS Capital (together with certain attribution parties) would beneficially own more than 9.99% of the Company’s outstanding common stock immediately after giving effect to such conversion.

In connection with the completion of the ETFS Acquisition, the Company issued 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 fair value of this consideration was $ 132,750 , based on the closing price of the Company’s common stock on April 10, 2018 of $ 9.00 per share, the trading day prior to the closing of the acquisition.

In connection

with the completion of the ETFS Acquisition, the Company issued

14,750 shares of Series A

Convertible Preferred Stock (the “Preferred Shares”), which are convertible into an aggregate of

14,750,000 shares of common stock.

The fair value of this consideration was $

132,750 , based on the closing price of the Company’s common stock on April 10, 2018 of $

9.00 per share, the trading day prior to the closing of the acquisition.

The following is a summary of the Preferred Share balance:

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Preferred Shares—carrying value

Cash dividends declared per share

Cash dividends declared per share (quarterly)

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

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However, the Company will not be obligated to make any such redemption payments to the extent such payments would be a breach of any covenant or obligation the Company owes to any of its secured creditors or is otherwise prohibited by applicable law.

Any such redemption will be at a price per Preferred Share equal to the dollar volume-weighted average price for a share of common stock for the 30-trading

Any such redemption will be at a price per Preferred Share equal to the dollar volume-weighted average price for a share of common stock for the

day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000.

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 $ 90,741 and $ 72,667 at December 31, 2021 and 2

020, respectively.

The redemption value of the Preferred Shares was $

90,741 at December 31, 2022 and 2021, 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 entered into operating leases for its corporate headquarters 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

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Other information:

Cash paid for amounts included in the measurement of operating liabilities (operating leases)

assets obtained in exchange for new operating lease liabilities

assets obtained in exchange for new operating lease

Weighted-average remaining lease term (in years)—operating leases

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Total future minimum lease payments (undiscounted)

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:

The following table reconciles the future minimum lease payments (disclosed above) at December 31, 2022 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets:

Amounts recognized in the Company’s Consolidated Balance Sheets

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Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP

In December 2020, WMAI, WTMAML, WTUK and WisdomTree Ireland Limited were served with a writ of summons to appear before the Court of Milan, Italy, and in January 2021, WTUK was served with a writ of summons to appear before the Court of Udine, Italy.

Investors had filed actions seeking approximately € 9,000 ($ 10,193 ), in the aggregate, resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.

In December 2020, WMAI, WTMAML, WTUK and Wi sdomTre

e Ireland Limited (“WT Ireland”) were served with a writ of summons to appear before the Court of Milan, Italy.

In January 2021, WTUK was served with a writ of summons to appear before the Court of Udine, Italy.

Investors had filed actions seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.

The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors.

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, 2021 and 2020.

In February 2022, the Court of Udine ruled in the Company’s favor.

Also in February 2022, WMAI, WTMAML, WTUK and WT Ireland were served with another writ of summons to appear before the Court of Milan by additional investors seeking damages resulting from the closure of 3OIL.

In March 2022, WMAI and WTUK were served with writs of summons to appear before the Court of Turin and the Court of Milan by additional investors seeking damages.

These writs also were served on the intermediary brokers for the respective claimants, with the claimants alleging joint and several liability of WMAI, WTUK and such intermediary brokers.

Total damages sought by all investors are approximately € 15,800 ($ 16,870 ) at December 31, 2022.

The Company is currently assessing these claims with its external counsel.

An accrual has not been made with respect to these matters at December 31, 2022 and 2021.

Variable Interest Entities

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Preferred stock—Series B Shares

Convertible note

Subtotal—Securrency

Carrying Amount – Assets (Onramp)

Carrying Amount—Assets (Fnality):

Convertible note

Carrying Amount—Assets (Other investments):

Total (Note 8)

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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.

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.

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There are no contract assets or liabilities that arise in connection with the recognition of advisory fee revenue.

In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related parties.

In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related

Geographic Distribution of Revenue

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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

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The Company is also responsible for certain expenses of the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution

services, excluding extraordinary expenses, taxes and certain other expenses, which is included in fund management and administration on the Company’s Consolidated Statements of Operations.

services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated Statements of Operations.

In exchange, the Company receives fees based on a percentage of the ETPs’ average daily net assets.

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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:

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

Receivable from WTT

Receivable from ManJer Issuers

Receivable from WMAI and WTI

Receivable from WTCS

Receivable from WMAI and WTICAV

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.

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Advisory services provided to ManJer Issuers

Advisory services provided to WMAI and WTI

Advisory services provided to WMAI and WTICAV

Advisory services provided to WTCS

Advisory services provided to WTAMC

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.

Pursuant to a license agreement between WisdomTree, Inc.

(“WTI”) and WML to provide indices for a number of the sub-funds of WTICAV, WTI earned revenue amounting to € 642 ($ 671 ), € 612 ($ 710 ) and € 313 ($ 429 ) for the years ended December 31, 2022, 2021 and 2020, respectively, which has been eliminated in consolidation.

No other revenue was earned by WTI from license agreements to provide indices for use in the European Union during 2022, 2021 or 2020.

The Company also has investments in certain WisdomTree

of approximately $ 25,283 and $ 18,526 at

December 31, 2022 and 2021, respectively.

Net unrealized and realized losses and gains related to trading WisdomTree products during the years ended December 31, 2022, 2021 and 2020 w

ere $( 107 ), ($ 451 ) and $ 63 , respectively, which are recorded in other losses and gains, net on the Consolidated Statements of Operations.

Stock-Based Awards

On June 20, 2016, the Company’s stockholders approved a new equity award plan under which the Company can issue up to 10,000,000 shares of common stock (less one share for every share granted under prior plans since March 31, 2016 and inclusive of shares available under the prior plans as of March 31, 2016) in the form of stock options and other stock-based awards.

On July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share granted under the 2016 Equity Plan since March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022) in the form of stock options and other stock-based awards.

The Company grants equity awards to employees and directors which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and stock options.

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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.

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

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, on an annual basis, over three years.

These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period.

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

• 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 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.

• If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile.

the years ended December 31, 2022, 2021 and 2020, total stock-based compensation expense was $ 10,385 , $ 9,998 and $ 11,706 , respectively, and the related tax benefit recognized on the Consolidated Statements of Operations was $ 2,371 , $ 2,327 and $ 2,739 , respectively.

The actual tax benefit realized for the tax deductions for share-based compensation was $ 1,548 , $ 2,032 and $ 833 during the years ended December 31, 2022, 2021 and 2020, respectively.

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

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

December 31, 2022

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Outstanding at December 31, 2021

Forfeitures/expirations

Outstanding at December 31, 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.

RSUs and PRSUs

There was no option activity during the year ended December 31, 2022.

The total intrinsic value of options exercised during the years ended December

168 , respectively.

Cash received from option exercises during the years ended December

292 , respectively.

RSAs, RSUs and PRSUs

The aggregate fair value of RSAs, RSUs and PRSUs that vested during the years ended December 31, 2022, 2021 and 2020 was $ 9,466 , $ 10,940 and $ 4,783 , respectively.

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A Monte Carlo simulation was used to value these awards using the following assumptions for the Company and the peer group:

(i) beginning 90-day

average stock prices;

(i) beginning 90-day average stock prices;

(ii) valuation date stock prices;

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Earnings Per Share

The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented:

The following tables set forth reconciliations of the basic and diluted earnings/(loss) per share computations for the periods presented:

Years Ended December 31,

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Diluted income/(loss) per share

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

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

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

Total antidilutive non-participating

Total antidilutive

non-participating

common stock equivalents were

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.

315 during the years ended December

2020 , respectively (shares herein are reported in thousands).

During the year ended December

2020 , there were

no dilutive common stock equivalents as the Company reported a net loss for the period.

There were no

potential common shares

associated with the conversion option embedded in the Convertible Notes

included in weighted average diluted shares for the year ended December 31, 2022 and 2020 as the Company’s average stock price was lower than the conversion price.

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, 2022, 2021 and 2020, 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:

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Participating securities:

Weighted average shares of common stock issuable upon conversion of the Preferred Shares (Note 13)

Weighted average shares of common stock issuable upon conversion of the

Potentially dilutive restricted stock awards

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 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

Weighted average diluted shares used to calculate diluted earnings/(loss) per share

Excludes 15,122 participating securities for the year ended December 31, 2020 and 6 potentially dilutive common stock equivalents as the Company reported a net loss for the period (shares herein are reported in thousands).

) before Income Tax Expense –

Domestic and Foreign

and foreign components of income/(loss) before income tax expense for the years ended December 31, 2022, 2021 and 2020 are as follows:

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, 2021, 2020 and 2019 are as

The components of current and deferred income tax expense included in the Consolidated Statement of Operations for years ended December 31, 2022, 2021 and 2020 are as follows:

Years Ended December 31,

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State and local

Income tax expense

Income tax expense/(benefit)

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

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

Years Ended December 31,

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Decrease in unrecognized tax benefits, net

Foreign operations

Change in valuation allowance – Capital losses

Change in tax-related

indemnification assets, net

Foreign operations

Change in valuation allowance—Foreign net operating losses (“NOLs”) and

carryforwards

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

Non-deductible

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Stock-based compensation tax shortfalls

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

Blended state income tax rate, net of federal benefit

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 (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 expense/(benefit)

The (gain)/loss on revaluation of deferred consideration 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, 2021, 2020 & 2019 is as

A summary of income taxes paid by jurisdiction for the years ended December 31, 2022, 2021 and 2020 is as follows:

Years Ended December 31,

State and local

Deferred Tax Assets (“DTAs”)

Deferred Tax Assets

A summary of the components of the Company’s deferred tax assets at December 31, 2022 and 2021 is as follows:

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Accrued expenses

NOLs – Foreign

Unrealized losses

Stock-based compensation

Goodwill and intangible assets

Unrealized losses

Interest carryforwards

Outside basis differences

Operating lease liabilities

Foreign currency translation adjustment

Outside basis differences

Interest carryforwards

Deferred tax assets

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Foreign currency translation adjustment

Unremitted earnings – International subsidiaries

Allocated equity component of Convertible Notes

Unremitted earnings—European subsidiaries

Right of use assets—operating leases

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These capital losses expire between the years 2023 and 2027.

Net Operating Losses – International

Net Operating Losses – Europe

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

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Valuation Allowance

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

The Company’s valuation allowance has been established on its net capital losses, unrealized losses and outside basis differences, as it is

more-likely-than-not

that these deferred tax assets will not be realized.

During the year ended December 31, 2022, the Company released the valuation allowance on its European net operating losses of $

1,609 as it is

more-likely-than-not

that these deferred tax assets will be realized.

Uncertain Tax Positions

Tax positions are evaluated utilizing a two-step

Tax positions

are evaluated utilizing a two-step

The Company first determines whether any of its tax positions are more-likely-than-not

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

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 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

Balance at January 1, 2021

Decrease—Lapse of statute of limitations (1)

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Balance at December 31, 2021

Decrease—Settlements (1)

Decrease—Lapse of statute of limitations (1)

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Balance at December 31, 2022

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.

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.

The settlement, as well as the reduction in unrecognized tax benefits from the lapse of the statute of limitations totaling $ 19,897 during the year ended December 31, 2022 was 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.

During the year ended December 31, 2021, an income tax benefit of $ 5,171 was recorded upon the lapse of the statute of limitations with an equal and offsetting amount in other losses and gains, net.

The gross unrecognized tax benefits were accrued in British pounds.

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

The gross unrecognized tax benefits and interest and penalties totaling $ 1,353 and $ 21,925 at December 31, 2022 and 2021, 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.

It is reasonably possible that the remaining amount of unrecognized tax benefits will reduce to zero in the next 12 months upon lapsing of the statute of limitations.

If recognized, these unrecognized tax benefits would impact the effective tax rate.

The recognition of any unrecognized tax benefits would result in an equal and offsetting adjustment to the indemnification asset which would be recorded in income before taxes due to the indemnity for any potential claims.

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The Company is subject to U.S.

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.

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

As of December 31, 2022, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2018.

1 unchanged sentence

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

Undistributed

Earnings of Foreign Subsidiaries

In addition, the Company’s tax returns were previously under review by the State of Michigan for the years ended 2017 through 2020.

In August 2022, the audit was resolved in favor of the Company.

Undistributed Earnings of Foreign Subsidiaries

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

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Shares Repurchased

On February 22, 2022, the Company’s Board of Directors approved an increase of $ 85,709 to the Company’s share repurchase program to $ 100,000 and extended the term for three years through April 27, 2025 .

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.

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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, 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 .

As of December 31, 2022, $ 99,976 remained under this program for future purchases.

Goodwill and Intangible Assets

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

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

Balance at January 1, 2022

4 unchanged sentences

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 U .

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

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

tax purposes.

Intangible Assets (Indefinite-Lived)

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

Balance at January 1, 2021

Intangible Assets

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

ETFS acquisition

Software development

Balance at December 31, 2022

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.

ETFS Acquisition (Indefinite-Lived)

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.

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

The Company performed its indefinite-lived intangible asset impairment test related to its ETFS customary advisory agreements on November 30, 2022.

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 8 % ( 5 % weighted average) and a weighted average cost of capital of 11.0 %.

Software Development (Finite-Lived)

Internally-developed software is amortized over a useful life of three years .

During the year ended December 31, 2022, the Company recognized amortization expense on internally-developed software of $ 50 .

As of December 31, 2022, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

2028 and thereafter

Total expected amortization expense

The weighted-average remaining useful life of the finite-lived intangible

assets is 2.9 years.

Contingent Payments

3 unchanged sentences

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.

No value has been ascribed to these contingent payments at December 31, 2022 and 2021 and no

contingent payments have been received during the last three years.

Sale of Canadian ETF Business

4 unchanged sentences

anniversary of the closing date.

No value has been ascribed to these contingent payments at December 31, 2022 and 2021.

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

9 unchanged sentences

Thesys–Series Y Preferred

WisdomTree Japan

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.

During the year ended December 31, 2020, the Company recognized an impairment of $ 19,672 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 in connection with the closure of WTJ.

Supplemental Financial Information – Quarterly Results (Unaudited)

Three Months Ended

Total revenues (1)

Operating income

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

Impairments (Note 25)

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.

During the year ended December 31, 2020, the Company recognized an impairment of $ 3,080 on its

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.

Subsequent Events

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

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.

On February 1 4

, 2023, the Company issued and sold $ 130,000 in

aggregate principal amount of 5.75 % Convertible Senior Notes

due 2028 (the “2023 Notes”) pursuant to an indenture dated February 14, 2023, between the Company and U.S.

Bank Trust Company,

National Association, in a private offering to qualified institutional buyers pursuant to Rule 144A.

The sale of the 2023 Notes resulted in approximately $ 126,375 in net proceeds to the Company after

deducting the initial purchaser’s discount and estimated offering expenses.

In connection with the issuance, the Company repurchased $ 115,000 of aggregate principal amount of its 2020

Notes for $ 125,118 .

As a result of

this repurchase, the Company recognized a loss on extinguishment of approximately $ 9,721 during the three months ended March 31, 2023 .

Key terms of the 2023 Notes are as follows:

Maturity date (unless earlier converted, repurchased or redeemed)

August 15, 2028

Interest rate

Conversion price

Conversion rate

Redemption price

Interest rate:

Payable semiannually in arrears on February 15 and August 15 of each year

, beginning on August 15, 2023

Conversion price:

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

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2028 only under the following circumstances:

(i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2023 (and only during such calendar quarter),

if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive)

during a period of 30 consecutive trading days ending on the last trading day of the

mmediately 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 2023

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 indenture

but only with respect to the 2023

Notes called (or deemed called) for redemption;

or (iv) upon the occurrence of specified corporate events.

On or after May 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2023

Notes at any time, regardless of the foregoing circumstances.

Cash settlement:

Upon conversion, the Company will pay cash

up to the aggregate principal amount

of the 2023 Notes to be converted.

At its election, the Company will also settle its conversion obligation in excess of the aggregate principal amount of the 2023 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 August 20, 2025 and on or prior to the 55th 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 (whether or not consecutive), 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 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date .

No sinking fund is provided for the 2023 Notes.

Limited investor put rights:

Holders of the 2023 Notes will have the right to require the Company to repurchase for cash all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.

Conversion rate increase in certain customary circumstances:

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indenture

) or conversions of the 2023 Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes (the equivalent of 21,812,089 shares of the Company’s common stock), subject to adjustment.

Seniority and Security:

The 2023 Notes will be the Company’s senior unsecured obligations, and will rank equal in right of payment to the 2021 Notes and 2020 Notes, but will be subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when due) in respect of its Preferred Shares.

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 7, 2022)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022).

Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018)

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 26, 2019)

Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 7, 2022)

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

10 unchanged sentences

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)

Waiver and Variation Agreement, dated April 11, 2018, by and among the Registrant, WisdomTree International and ETFS Capital (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018)

Indenture, dated as of February 14, 2023, by and between the Registrant and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023)

Form of Global Note, representing the Registrant’s 5.75% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023)

Representative Form of Advisory Agreement between WisdomTree Asset Management, Inc.

and WisdomTree Trust (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011)

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)

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)

Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.35 of the Registrant’s Amendment to Registration Statement on Form 10, filed with the SEC on May 26, 2011)

WisdomTree Investments, Inc.

5 unchanged sentences

Form of Amendment, dated May 5, 2017, to Form of Employment Agreement for Executive Officers, dated December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2017)

Form of Restricted Stock Agreement for Executive Officers (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2019)

Form of Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2017)

Employment Agreement between the Registrant and R.

Jarrett Lilien, dated November 27, 2017 (incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2018)

Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers applicable to grants prior to January 1, 2021 (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, 2019)

Form of Restricted Stock Agreement for Executive Officers (2016 Equity Plan) (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 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)

4 unchanged sentences

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.

Executive Officers (2016 Equity Plan) (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.

Executive Officers (2016 Equity Plan) (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)

Cooperation Agreement, dated May 25, 2022, by and among the Investor Group and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 26, 2022)

Letter Agreement, dated as of May 25, 2022, by and between the Registrant and Deborah A.

Fuhr (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 26, 2022 )

WisdomTree Investments, Inc.

2022 Equity Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 25, 2022)

Form of Restricted Stock Agreement for Non-Employee Directors (2022 Equity Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022)

Form of Restricted Stock Unit Award Agreement (Deferred) for Non-Employee Directors (2022 Equity Plan) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022)

Form of Restricted Stock Agreement for Executive Officers (2022 Equity Plan) (filed herewith)

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

Executive Officers (2022 Equity Plan) (filed herewith)

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

Executive Officers (2022 Equity Plan) (filed herewith)

Non-Employee Director Deferred Compensation Program (filed herewith)

Subsidiaries of the Registrant (filed herewith)

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Financial Statements from the Annual Report on Form 10-K

of the Company are attached to this report, formatted in XBRL pursuant to Rule 405 of Regulation S-T:

Financial Statements from the Annual Report on Form 10-K of the Company are attached to this report, formatted in XBRL pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets at December 31, 2022 and December 31, 2021;

9 unchanged sentences

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

Pursuant to the requirements of the Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WISDOMTREE INVESTMENTS, INC.

/s/ J ONATHAN

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WISDOMTREE, INC.

/s/ J ONATHAN S TEINBERG

Jonathan Steinberg

1 unchanged sentence

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 25 th

day of February, 2022.

/s/ J ONATHAN

Chief Executive Officer and Director

/s/ Jonathan Steinberg

Jonathan Steinberg

Chief Executive Officer and Director

(Principal Executive Officer)

Chief Financial Officer

/s/ Bryan Edmiston

Bryan Edmiston

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Non-Executive Chairman of the Board

/s/ Frank Salerno

Non-Executive Chair of the Board

Frank Salerno

/s/ Anthony Bossone

Anthony Bossone

/s/ Smita Conjeevaram

Smita Conjeevaram

Susan Cosgrove

/s/ Deborah Fuhr

/s/ Daniela Mielke

Daniela Mielke

/s/ Win Neuger

/s/ Harold Singleton III

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