What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-28 · 535 added, 692 removed, 843 unchanged (59% of the section changed)

17 unchanged sentences

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.

10b5-1 Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a -1 (f) of the Exchange Act) adopted , terminated or modified a Rule 10b5 -1 trading arrangement or non -Rule 10b5 -1 trading arrangement (as such terms are defined in Item 408 of Regulation S -K ).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 401 of Regulation S-K

regarding directors and officers will be contained in our definitive proxy statement to be filed pursuant to Regulation 14A for our 2023 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, or in an amendment to this Form 10-K,

and is incorporated herein by reference.

The information required by Item 405 of Regulation S-K

will be contained in our definitive proxy statement or in an amendment to this Form 10-K

and is incorporated herein by reference.

The information required by Item 401 of Regulation S -K regarding directors and officers will be contained in our definitive proxy statement to be filed pursuant to Regulation 14A for our 2024 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, or in an amendment to this Form 10 -K , and is incorporated herein by reference.

The information required by Item 405 of Regulation S -K will be contained in our definitive proxy statement or in an amendment to this Form 10 -K and is incorporated herein by reference.

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

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

will be contained in our definitive proxy statement or in an amendment to this Form 10-K

and is incorporated herein by reference.

The information required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S -K will be contained in our definitive proxy statement or in an amendment to this Form 10 -K and is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by Item 402 and Item 407(e)(4) and (e)(5) of Regulation S-K

will be contained in our definitive proxy statement or in an amendment to this Form 10-K

and is incorporated herein by reference.

The information required by Item 402 and Item 407(e)(4) and (e)(5) of Regulation S -K will be contained in our definitive proxy statement or in an amendment to this Form 10 -K and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 201(d) and Item 403 of Regulation S-K

will be contained in our definitive proxy statement or in an amendment to this Form 10-K

and is incorporated herein by reference.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

will be contained in our definitive proxy statement or in an amendment to this Form 10-K

and is incorporated herein by reference.

ACCOUNTANT FEES AND SERVICES

The information required by Item 201(d) and Item 403 of Regulation S -K will be contained in our definitive proxy statement or in an amendment to this Form 10 -K and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 404 and Item 407(a) of Regulation S -K will be contained in our definitive proxy statement or in an amendment to this Form 10 -K and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

and is incorporated herein by reference.

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

FINANCIAL STATEMENT SCHEDULES

5 unchanged sentences

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.

FORM 10-K SUMMARY

WISDOMTREE, INC.

4 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021

5 unchanged sentences

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”).

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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)

and our report dated February 28, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Deferred Consideration

Description of the Matter

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.

The Company values deferred consideration using a discounted cash flow model and the significant unobservable inputs used are the discount rate, the perpetual growth rate and the extrapolated forward-looking gold prices.

Auditing the Company’s valuation of deferred consideration was complex due to the significant estimation required in determining the fair value of the current and long-term liability.

In particular, the fair value estimate was sensitive to the significant unobservable inputs described above which are affected by future economic and market conditions and thus require significant judgment.

How we addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s deferred consideration fair value process.

This included controls over management’s review of the significant unobservable inputs described above and the completeness and accuracy of the inputs to the valuation model.

To test the estimated fair value of the deferred consideration liability, our audit procedures included, among others, reading the terms of the gold royalty agreement to make gold payments, evaluating the Company’s selection of its fair value methodology, testing the significant unobservable inputs used in the model, evaluating the clerical accuracy of the valuation model and testing the completeness and accuracy of the underlying data used by the Company to determine fair value.

For example, we agreed 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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

ETFS Indefinite -Lived Intangible Assets – Assessment of Carrying Value

13 unchanged sentences

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.

New York, New York

February 23, 2024

5 unchanged sentences

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

the COSO criteria .

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 23, 2024, expressed an unqualified opinion thereon.

15 unchanged sentences

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.

Ernst & Young LLP

/s/ Ernst & Young LLP

New York, New York

February 23, 2024

WisdomTree, Inc.

3 unchanged sentences

Current assets:

Cash and cash equivalents

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)

Cash and cash equivalents (including $ 5,007 and $ 0 invested in WisdomTree Government Money Market Digital Fund at December 31, 2023 and 2022, respectively)

Financial instruments owned, at fair value (including $ 47,559 and $ 25,283 invested in WisdomTree products at December 31, 2023 and 2022, respectively)

Accounts receivable (including $ 28,511 and $ 24,139 due from related parties at December 31, 2023 and 2022, respectively)

Prepaid expenses

12 unchanged sentences

Current liabilities:

Convertible notes—current (Notes 12 and 27)

Fund management and administration payable

Compensation and benefits payable

Deferred consideration—gold payments (Note 10)

Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 12)

Income taxes payable

Operating lease liabilities (Note 13)

Convertible notes—current (Note 10)

Deferred consideration—gold payments (Note 9)

Accounts payable and other liabilities

Total current liabilities

Convertible notes (Notes 12 and 27)

Convertible notes (Note 10)

Payable to GBH (Note 12)

Deferred consideration—gold payments (Note 9)

2 unchanged sentences

Total liabilities

Preferred stock—Series A Non-Voting

Convertible, par value $

Preferred stock—Series A Non-Voting Convertible, par value $ 0.01 ;

14.750 shares authorized, issued and outstanding;

redemption value of $

90,741 at December 31, 2022 and 2021, respectively) (Note 13

redemption value of $ 96,869 and $ 77,969 at December 31, 2023 and 2022, respectively) (Note 11)

Contingencies (Note 14)

5 unchanged sentences

issued and outstanding:

at December 31, 2022 and 2021, respectively

Additional paid-in

Accumulated other comprehensive (loss)/income

Retained earnings/(accumulated deficit)

150,330 and 146,517 at December 31, 2023 and 2022, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Retained earnings

Total stockholders’ equity

19 unchanged sentences

Third-party distribution fees

Acquisition and disposition-related costs

Total operating expenses

2 unchanged sentences

Interest expense

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

Gain on revaluation/termination of deferred consideration—gold payments (Note 9)

Interest income

1 unchanged sentence

Loss on extinguishment of debt (Note 10)

Other losses and gains, net

Income/(loss) before income taxes

Income tax (benefit)/expense

Net income/(loss)

Earnings/(loss) per share—basic

Earnings/(loss) per share—diluted

Other losses, net

Income before income taxes

Income tax expense/(benefit)

Earnings per share—basic

Earnings per share—diluted

Weighted-average common shares—basic

4 unchanged sentences

and Subsidiaries

Consolidated Statements of Comprehensive Income/(Loss)

Consolidated Statements of Comprehensive Income

(In Thousands)

Year Ended December 31,

Net income/(loss)

Other comprehensive (loss)/income

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

(“WTAMC” or “Canadian ETF business”)

Other comprehensive income/(loss)

Foreign currency translation adjustment, net of income taxes

Other comprehensive (loss)/income

Comprehensive income/(loss)

Other comprehensive income/(loss)

Comprehensive income

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

3 unchanged sentences

(In Thousands)

Series C Preferred

Comprehensive

Income/(Loss)

Balance—January 1, 2020

Deficit)/Retained

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 (Note 10)

Balance—January 1, 2021 (as adjusted)

Restricted stock issued and vesting of restricted stock units, net

2 unchanged sentences

Stock-based compensation

Allocation of equity component related to convertible notes, net of

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 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

Shares repurchased

Exercise of stock options, net

Stock-based compensation

1 unchanged sentence

Balance—December 31, 2022

Restricted stock issued and vesting of restricted stock units, net

Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 10)

Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9)

Shares repurchased that were issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Notes 12 and 23)

Shares repurchased

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance—December 31, 2023

6 unchanged sentences

Cash flows from operating activities:

Net income/(loss)

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

Adjustments to reconcile net income to net cash provided by operating activities:

Gain on revaluation of deferred consideration—gold payments

Advisory fees received in gold and other precious metals

Contractual gold payments

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

Stock-based compensation

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

Loss on extinguishment of debt

Contractual gold payments

Amortization of issuance costs—convertible notes

Deferred income taxes

Amortization of right of use asset

Depreciation and amortization

Losses on financial instruments owned, at fair value

Deferred income taxes

Imputed interest on payable to GBH

Losses on investments

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

Loss on extinguishment of debt

Amortization of issuance costs—former credit facility

Changes in operating assets and liabilities:

2 unchanged sentences

Gold and other precious metals

Intangibles—software development

Fund management and administration payable

1 unchanged sentence

Income taxes payable

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

Operating lease liabilities

4 unchanged sentences

Purchase of investments

Cash paid—software development

Cash paid—acquisition of Securrency Transfers, Inc.

(net of cash acquired)

Purchase of fixed assets

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

Proceeds from held-to-maturity

securities maturing or called prior to maturity

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

Net cash (used in)/provided by investing activities

Proceeds from the exit from investment in Securrency, Inc.

Proceeds from receipt of contingent consideration related to the sale of Canadian ETF business

Proceeds from held-to-maturity securities maturing or called prior to maturity

Net cash provided by/(used in) investing activities

WisdomTree, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows—(Continued)

(In Thousands)

Year Ended December 31,

Cash flows from financing activities:

Repurchase and maturity of convertible notes

Termination of deferred consideration—gold payments

Repurchase of Series C Preferred Stock

Dividends paid

Shares repurchased

Convertible notes issuance costs

Repayment of debt

Issuance costs—convertible notes

Issuance costs—Series C Preferred Stock

Proceeds from the issuance of convertible notes (Note 10)

1 unchanged sentence

Net cash (used in)/provided by financing activities

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

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

Net (decrease)/increase in cash and cash equivalents

2 unchanged sentences

Supplemental disclosure of cash flow information:

Cash paid for

Cash paid for income taxes

Cash paid for interest

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

, Debt – Debt with Conversion and Other Options

NON-CASH ACTIVITIES

On January 1, 2021, the Company reclassified the equity component related to the convertible notes, net of deferred taxes, reducing accumulated deficit by $616, increasing the carrying value of the convertible notes by $4,088, reducing additional paid in capital by $3,682 and reducing deferred tax liabilities by $1,022, upon the implementation of Accounting Standards Update (“ASU”) 2020 -06 , Debt – Debt with Conversion and Other Options (Note 10).

On May 10, 2023, the Company issued 13.087 shares of Series C Non -Voting Convertible Preferred Stock (the “Series C Preferred Stock”) (valued at $86,898) in connection with the termination of its deferred consideration—gold payments obligation.

Those shares were subsequently repurchased on November 20, 2023 for aggregate consideration of approximately $84,411, with $40,000 paid on the closing date and the remainder of the purchase price payable in equal annual installments on the first, second and third anniversaries of the closing date, with no requirement to pay interest.

See Notes 11 and 12 for additional information.

On June 15, 2023, the Company issued 1,037 shares of common stock (as the conversion option was in the money) in connection with the maturity of $60,000 aggregate principal amount of 4.25% Convertible Senior Notes due 2023.

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

4 unchanged sentences

Organization and Description of Business

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 ™

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, solutions and products leveraging blockchain technology.

Building on its heritage of innovation, the Company is also developing and has launched next -generation digital products, services 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:

2 unchanged sentences

The WisdomTree ETFs are issued in the U.S.

WTT is a non-consolidated

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

management investment company.

WTT is a non -consolidated Delaware statutory trust registered with the SEC as an open -end management investment company.

The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S.

WisdomTree Management Jersey Limited

(“ManJer”) is a Jersey based management company providing management services to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity, currency, cryptocurrency and leveraged-and-inverse

WisdomTree Multi Asset Management Limited

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

WMAI is a non-consolidated

public limited company domiciled in Ireland.

WisdomTree Management Limited

(“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.

• WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity, currency, cryptocurrency and leveraged -and-inverse strategies.

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

WMAI is a non -consolidated public limited company domiciled in Ireland.

• WisdomTree Management Limited (“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.

WisdomTree Europe Limited

• WisdomTree Europe Limited is a U.K.

based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs.

1 unchanged sentence

WisdomTree Europe Limited is no longer regulated and does not provide any regulated services.

WisdomTree Ireland Limited

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

WisdomTree Digital Commodity Services, LLC

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

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

• WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin Fund, which is currently effective with the SEC.

The WisdomTree Bitcoin Fund is an exchange -traded fund that issues common shares of beneficial interest and is listed on the Cboe BZX Exchange, Inc.

The WisdomTree Bitcoin Fund provides exposure to the spot price of bitcoin.

• WisdomTree Digital Management, Inc.

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.

(“WT Digital Management”) 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.

WTDT is a non -consolidated Delaware statutory trust registered with the SEC as an open -end management investment company.

Each Digital Fund uses blockchain technology to maintain a secondary record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does 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.

(“WT Digital Movement”) is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network.

WT Digital Movement has obtained and is seeking additional state money transmitter licenses to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing blockchain -native digital wallet services through WisdomTree Prime to facilitate such activity.

• WisdomTree Securities, Inc.

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

• WisdomTree Transfers, Inc.

is a New York based transfer agent registered with the SEC, providing transfer agency and registrar services for the Digital Funds.

The transfer agent maintains the official record of share ownership in book entry form and reconciles the official record with the secondary record of ownership of shares on one or more blockchains.

• WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as a limited purpose trust company under New York Banking Law upon receiving a charter from the New York State Department of Financial Services.

Significant Accounting Policies

1 unchanged sentence

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 presentation of the financial statements.

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

14 unchanged sentences

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

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

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

Use of Estimates

8 unchanged sentences

Contractual gold payments are measured and paid monthly based upon the average daily spot price of gold (Note 9).

The Company’s obligation to continue making these payments terminated on May 10, 2023.

Marketing and Advertising

9 unchanged sentences

Third-Party Distribution Fees

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

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

Cash and Cash Equivalents

7 unchanged sentences

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

Financial instruments owned and financial instruments sold, but not yet purchased are financial instruments classified as either trading or available -for-sale (“AFS”).

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

8 unchanged sentences

Securities Held-to-Maturity

The Company accounts for certain of its securities as held-to-maturity

on a trade date basis, which are recorded at amortized cost.

For held-to-maturity

securities, the Company has the intent and ability to hold these securities to maturity and it is not more-likely-than-not

that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be maturity.

Held-to-maturity

securities are placed on non-accrual

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

Cash received on held-to-maturity

securities placed on non-accrual

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

The Company reviews its portfolio of held-to-maturity

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

The Company accounts for certain of its securities as held -to-maturity on a trade date basis, which are recorded at amortized cost.

For held -to-maturity securities, the Company has the intent and ability to hold these securities to maturity and it is not more -likely-than-not that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be maturity.

Held -to-maturity securities are placed on non -accrual status when the Company is in receipt of information indicating collection of interest is doubtful.

Cash received on held -to-maturity securities placed on non -accrual status is recognized on a cash basis as interest income if and when received.

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

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

government guarantee.

(“ASC 321”), 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.

1 unchanged sentence

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).

Investments 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,

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.

17 unchanged sentences

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.

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.

Such 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 Company accounts for its lease obligations in accordance with 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 asset.

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

After lease commencement, right-of-use

assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis.

After lease commencement, right -of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight -line basis.

These recognition requirements are not applied to short -term leases which are those with a lease term of 12 months or less.

Instead, lease payments associated with short -term leases are recognized as an expense on a straight -line basis over the lease term.

ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease

ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non -lease components.

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

Deferred Consideration—Gold Payments

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

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

Deferred consideration—gold payments represented the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward -looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9).

Changes in the fair value of this obligation were reported as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations.

Convertible Notes

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

In accordance with Accounting Standards Update (“ASU”) 2020-06,

Debt – Debt with Conversion and Other Options

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.

8 unchanged sentences

Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities.

The Series A non-voting

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

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

Diluted EPS is calculated under the treasury stock method and the two-class

The Series A non -voting convertible preferred stock (Note 11) 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 method.

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

Diluted EPS is calculated under the treasury stock method and the two -class method.

The calculation that results in the lowest diluted EPS amount for the common stock is reported in the Company’s consolidated financial statements.

The treasury stock method includes the dilutive effect of potential common shares including unvested stock-based awards, the Series A non-voting

convertible preferred stock and the convertible notes, if any.

Potential common shares associated with the Series A non-voting

convertible preferred stock and the convertible notes are computed under the if-converted

The treasury stock method includes the dilutive effect of potential common shares including unvested stock -based awards, the Series A non -voting convertible preferred stock and the convertible notes, if any.

Potential common shares associated with the Series A non -voting convertible preferred stock and the convertible notes are computed under the if -converted method.

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.

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

that some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two-step

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

to be sustained upon examination, based solely on the technical merits of the position.

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.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more -likely-than-not that some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two -step process.

The Company first determines whether any of its tax positions are more -likely-than-not to be sustained upon examination, based solely on the technical merits of the position.

Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement.

The Company records interest expense and penalties related to tax expenses as income tax expense.

The Global Intangible Low-Taxed

Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S.

The Global Intangible Low -Taxed Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S.

income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets.

1 unchanged sentence

The Company accounts for the tax effects of these provisions in the period that is subject to such tax.

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

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

Recently Issued Accounting Pronouncements

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 -07 , Segment Reporting—Improvements to Reportable Segment Disclosures , which requires public entities to provide disclosures of significant segment expenses and other segment items.

The guidance requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually and also applies to public entities with a single reportable segment.

Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the chief operating decision -maker to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements.

The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable, and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption is permitted.

This standard will only impact disclosures and will be adopted by the Company on January 1, 2024.

On December 13, 2023, the FASB issued ASU 2023 -08 , Accounting for and Disclosure of Crypto Assets , which contains final guidance requiring all entities to measure certain crypto assets at fair value each reporting period and to reflect changes from remeasurement in net income.

Entities are required to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and present changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement.

Entities are required to provide interim and annual disclosures about the types of crypto assets they hold and any changes in their holdings of crypto assets.

The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted.

The Company has determined that this standard will not have a material impact on its financial statements and will early adopt the standard on January 1, 2024.

On December 14, 2023, the FASB issued ASU 2023 -09 , Improvements to Income Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation.

They must also further disaggregate income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

The guidance applies to all entities subject to income taxes and is effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company plans to adopt this standard on January 1, 2025.

Recently Adopted Accounting Pronouncements

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

Debt with Conversion and Other Options

(ASU 2020-06)

under the modified retrospective approach.

On January 1, 2021, the Company early adopted ASU 2020 -06 , Debt – Debt with Conversion and Other Options (ASU 2020 -06 ) under the modified retrospective approach.

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

1 unchanged sentence

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

The ASU also simplifies the diluted earnings-per-share

calculation in certain areas.

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

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

The ASU also simplifies the diluted earnings -per-share calculation in certain areas.

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 10) 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

(ASU 2019-12).

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);

(2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment;

(3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary;

and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date

loss exceeds the anticipated loss for the year.

The standard also simplifies the accounting for income taxes by enacting the following:

(a) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount as a non-income-based

(b) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered as a separate transaction;

(c) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements;

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

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

Exit Activities

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

Years Ended December 31,

Disposition-Related Costs

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 $ 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.

Of the total cash and cash equivalents of $ 129,305 and $ 132,101 at December 31, 2023 and 2022, $ 116,895 and $ 131,104 , respectively, were held at three financial institutions.

At December 31, 2023 and 2022, cash equivalents were approximately $ 50,226 and $ 930 , 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.

Certain of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, which was $ 29,156 and $ 25,988 at December 31, 2023 and 2022, respectively.

These requirements are generally satisfied by cash on hand.

1 unchanged sentence

The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement

, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

ASC 820, Fair Value Measurement , establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources.

8 unchanged sentences

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.

7 unchanged sentences

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:

Other assets—seed capital (WisdomTree Digital Funds):

Non-recurring fair value measurements:

Fnality International Limited—Series B-1 Preference Shares ( 1)

Other investments ( 2 )

Recurring fair value measurements:

Deferred consideration (Note 10)

Fair value determined on May 10, 2022.

(1) Fair value determined on October 31, 2023

(2) Fair value determined on September 30, 2023

December 31, 2022

3 unchanged sentences

Pass-through GSEs

Corporate bonds

Non-recurring

fair value measurements:

Securrency, Inc.—Series A convertible preferred stock (1)

Other assets—seed capital (WisdomTree Digital Funds):

Investments in Convertible Notes

Securrency, Inc.—convertible note (Note 7)

Fnality International Limited—convertible note (Note 7)

Non-recurring fair value measurements:

Other investments ( 1)

Recurring fair value measurements:

Deferred consideration (Note 9)

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

(1) Fair value determined on May 10, 2022

Recurring Fair Value Measurements - Methodology

Cash Equivalents (Note 4)

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

Cash Equivalents (Note 3) – These financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days.

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

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.

Financial instruments owned (Note 5) – Financial instruments owned are investments in ETFs, pass -through GSEs, U.S.

treasuries, equities and fixed income.

treasuries and equities 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 fixed income includes 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.

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:

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

These instruments consist of the following:

Investments in Convertible Notes (Note 7):

Beginning balance

Net unrealized losses (1)

Conversions (1)

Net realized gains/(losses) (2)

Ending balance

4 unchanged sentences

Ending balance

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

(1) The Fnality convertible notes converted into Series B -1 Preference Shares on October 31, 2023 (Note 7) .

(2) Recorded in impairments and other losses, net in the Consolidated Statements of Operations.

(3) 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.

(4) Recorded as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations.

Financial instruments owned

2 unchanged sentences

Trading securities

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.

Other assets—seed capital (WisdomTree Digital Funds)

The Company recognized net trading losses on financial instruments owned that were still held at the reporting dates of $ 536 and $ 12,721 during the years ended December 31, 2023 and 2022, respectively, which were recorded in other losses, net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

2 unchanged sentences

Pass-through GSEs (amortized cost)

During the years ended December 31, 2022 and 2021, the Company received proceeds of $ 45 and $ 136 , respectively, from held-to-maturity

securities maturing or being called prior to maturity.

During the years ended December 31, 2023 and 2022, the Company received proceeds of $ 29 and $ 45 , respectively, from held -to-maturity securities maturing or being called prior to maturity.

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

2 unchanged sentences

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.

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.

government guarantee.

8 unchanged sentences

December 31, 2022

Securrency, Inc.—Series A convertible preferred stock

Securrency, Inc.—Series B convertible preferred stock

Securrency, Inc.—convertible note

Securrency, Inc.:

Series A Shares

Series B Shares

Convertible note

Subtotal—Securrency, Inc.

Fnality International Limited—convertible note

Fnality International Limited:

Convertible note

Series B-1 Preference Shares

Subtotal—Fnality International Limited

Other investments

Securrency, Inc.

Exit from Investment – Year Ended December 31, 2023

On December 7, 2023, the Company received proceeds of $ 28,818 relating to the exit from its investment in Securrency, Inc.

(“Securrency”), a developer of institutional -grade blockchain -based financial and regulatory technology, in connection with the sale of Securrency to an unaffiliated third party.

This resulted in a net impairment charge of $ 7,630 and additional losses of $ 1,777 , recorded in other losses, net, recognized during the year ended December 31, 2023.

Disclosures Pertaining to December 31, 2022

Preferred Stock

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

(“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

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

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

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

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

The Company owned approximately 22 % (or 18 % on a fully -diluted basis) of the capital stock of Securrency, issued as a result of strategic investments totaling $ 13,612 .

In consideration of such investments, the Company had 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 contained a liquidation preference that was pari passu with shares of Series B -1 convertible preferred stock (which were substantially the same as the Series B Shares except that they had limited voting rights) and senior to that of the holders of the Series A Shares, which were senior to the holders of common stock.

Otherwise, the Series A Shares and Series B Shares had substantially the same terms, were convertible into common stock at the option of the Company and contained various rights and protections including a non -cumulative 6.0 % dividend, payable if and when declared by the board of directors of Securrency.

In addition, the Series A Shares and Series B Shares (together with the Series B -1 convertible preferred stock) were 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).

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

The investments were 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 were re-measured

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

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.

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

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

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

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

1 unchanged sentence

Time to exit (in years)

Securrency – Convertible Note

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 note was 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 was 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 was redeemable upon the occurrence of a corporate transaction for an amount which was 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 could occur upon the election by the holders of a majority -in-interest of the aggregate principal amount of outstanding notes.

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

The note was accounted for at fair value.

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

During the year ended December 31, 2022, the Company recognized an unrealized loss of $ 500 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:

2 unchanged sentences

Time to potential outcome (in years)

Fnality International Limited – Convertible Note

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.

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.

Fnality International Limited

Series B-1 Preference Shares (December 31, 2023)

The Company owns approximately 5.4 % (or 4.8 % on a fully -diluted basis) of capital stock of 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.

The Company’s ownership interest is represented by 2,340,378 Series B -1 Preference Shares, resulting from the conversion of its investment of £ 6,000 ($ 8,091 ) in convertible notes upon Fnality’s qualified equity financing which occurred in October 2023.

The Series B -1 Preference Shares carry a 1.0x liquidation preference, are convertible into ordinary shares at the option of the Company and contain various rights and protections.

This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting.

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

During the year ended December 31, 2023, the Company recognized a gain of $ 1,534 on its investment in Fnality which was re -measured to fair value upon the issuance by Fnality of Series B -2 Preference Shares to new investors in the qualified equity financing.

The Series B -2 Preference Shares carry a 1.5x liquidation preference, rank pari passu to the Series B -1 Preference Shares and automatically convert into Series B -1 Preference Shares if certain conditions are met no later than June 30, 2024.

Fair value of the Company’s investments in Fnality were determined using the backsolve method, a valuation approach that determines the value of shares for companies with complex capital structures based upon the price paid for shares recently issued.

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

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

Expected volatility

Time to exit (in years)

Probability that Series B-2 Preference Shares convert into Series B-1 Preference Shares

There was no impairment recognized during the year ended December 31, 2023 based upon a qualitative assessment.

Convertible Note (December 31, 2022)

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 was 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.

Mandatory conversion could occur on or after the maturity date or, if earlier, in the event a future financing round had 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 was also convertible, at the option of the Company, following the earlier of the maturity date or such Long Stop Date.

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

Redemption could 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 was accounted for at fair value.

Fair value was determined by the Company using the PWERM and was 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.

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:

2 unchanged sentences

Time to potential outcome (in years)

Other Investments

During the year ended December 31, 2023, the Company recognized an impairment of $ 312 on its other investments.

Fixed Assets, net

1 unchanged sentence

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.

for additional information.

Deferred Consideration

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

The obligation is for fixed payments to ETFS Capital of physical gold bullion equating

to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold continuing into perpetuity (“Contractual Gold Payments”).

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

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.

ETFS Capital ultimately has the right to claw back Gold Bullion Securities Ltd.

(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 $ 200,290 and $ 228,062 at December 31, 2022 and 2021 using

the following assumptions:

Deferred Consideration—gold payments

Deferred consideration—gold payments represented 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 was 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”).

ETFS Capital passed through these payments to other parties to meet its payment obligations under prior royalty agreements it had with such parties, including to Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”), and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital.

On May 10, 2023, the Company terminated its Contractual Gold Payments obligation for aggregate consideration totaling $ 136,903 pursuant to a Sale, Purchase and Assignment Deed (the “SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and RIL.

Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of Series C Preferred Stock, convertible into 13,087,000 shares of the Company’s common stock, and RIL received approximately $ 45,634 in cash.

On November 20, 2023, the Company repurchased the 13,087 shares of Series C Preferred Stock issued to GBH for aggregate consideration of $ 84,411 , $ 40,000 of which was paid on the closing date, with the remaining $ 44,411 payable in equal, interest -free installments on the first, second and third anniversaries of the closing date.

See Note 12 for additional information.

The Company determined the present value of the deferred consideration of $ 0 and $ 200,290 at December 31, 2022 using the following assumptions:

December 31, 2022

Forward-looking gold price (low)—per ounce

5 unchanged sentences

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.

Current amounts payable were $ 16,796 and $ 16,739 and long-term amounts payable were $ 183,494 and $ 211,323 at December 31, 2022 and 2021, respectively.

Current and long -term amounts payable were $ 16,796 and $ 183,494 , respectively, at December 31, 2022.

During the years ended December 31, 2023 and 2022, the Company recognized the following in respect of deferred consideration:

2 unchanged sentences

Contractual gold payments—gold ounces paid

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

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

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

Former Credit Facility

On June 16, 2020, the Company terminated its former credit facility by repaying $ 174,000

that was outstanding under its term loan and terminating the revolver.

A loss on extinguishment of debt of $ 2,387

was recognized during the year ended December 31, 2020, which represented the

of the remaining unamortized issuance costs.

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

Gain on revaluation/termination of deferred consideration—gold payments ( 1 )

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

Convertible Notes

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.

On February 14, 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, 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 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 the Trustee, in a private offering to qualified institutional buyers pursuant to 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, which 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”).

In connection with the issuance of the 2023 Notes, the Company repurchased $ 115,000 in aggregate principal amount of the 2020 Notes.

As a result of this repurchase, the Company recognized a loss on extinguishment of approximately $ 9,721 during the year ended December 31, 2023.

The remainder of the 2020 Notes matured on June 15, 2023 and were settled for $ 59,955 in cash and 1,037,288 shares of common stock, as the conversion option was in the money.

After the repurchase and maturity of the 2020 Notes and the issuance of the 2023 Notes (and together with the 2021 Notes, the “Convertible Notes”), the Company had $ 280,000 in aggregate principal amount of Convertible Notes outstanding.

Key terms of the Convertible Notes are as follows:

Principal outstanding

Maturity date (unless earlier converted, repurchased or redeemed)

June 15, 2026

August 15, 2028

June 15, 2026

4 unchanged sentences

• Interest rate:

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

Payable semiannually in arrears on February 15 and August 15 of each year for the 2023 Notes and on June 15 and December 15 of each year for the 2021 Notes.

• Conversion price:

Convertible at an initial conversion rate into shares of the Company’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price 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;

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

• Conversion:

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2028 and March 15, 2026 for the 2023 Notes and 2021 Notes, respectively, only under the following circumstances:

(i) if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the respective Convertible Notes on each applicable trading day;

(ii) during the 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;

1 unchanged sentence

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

On or after March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.

On or after May 15, 2028 and March 15, 2026 in respect of the 2023 Notes and the 2021 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.

• Cash settlement of principal amount:

2 unchanged sentences

• Redemption price:

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.

The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 20, 2025 and June 20, 2023 in respect of the 2023 Notes and the 2021 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 for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date.

No sinking fund is provided for the Convertible Notes.

2 unchanged sentences

• Conversion rate increase in certain customary circumstances:

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 144.9275 shares and 270.2702 shares of the Company’s common stock per $1,000 principal amount of the 2021 Notes and 2020 Notes, respectively (the equivalent of 69,036,410 shares of the Company’s common stock), subject to adjustment.

In certain circumstances, conversions in connection with a “make -whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares and 144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2023 Notes and the 2021 Notes, respectively (the equivalent of 43,551,214 shares of the Company’s common stock), subject to adjustment.

• Seniority and Security:

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

Convertible Preferred Stock (Note 13

The 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, 2022 and 2021:

The 2023 Notes and 2021 Notes rank equal in right of payment, and are the Company’s senior unsecured obligations, but are subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when due) in respect of its Series A Non -Voting Convertible Preferred Stock (Note 11).

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

The following table provides a summary of the Convertible Notes at December 31, 2023 and December 31, 2022:

December 31, 2023

5 unchanged sentences

Effective interest rate ( 1)

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.

(1) Includes amortization of the issuance costs and premium.

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

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

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

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

Interest expense on the Convertible Notes during the 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

$ 621 and $ 590 at December 31, 2022 and 2021, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

Interest expense on the Convertible Notes during the years ended December 31, 2023, 2022 and 2021 was $ 14,945 , $ 14,935 and $ 12,332 , respectively.

Interest payable of $ 3,041 and $ 621 at December 31, 2023 and 2022, 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 $ 281,897 and $ 320,513 at December 31, 2023 and 2022, respectively.

The if-converted

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, 2022 and 2021.

Preferred Shares

On April 10, 2018, the Company filed a Certificate of Designations of Series A Non-Voting

Convertible Preferred Stock with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Preferred Shares (defined below).

The Preferred Shares are intended to provide ETFS Capital with economic rights equivalent to the Company’s common stock on an as-converted

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

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:

Issuance of Preferred Shares

The if -converted value of the Convertible Notes did not exceed the principal amount at December 31, 2023 and 2022.

Series A Preferred Stock

On April 10, 2018, the Company filed a Certificate of Designations of Series A Non -Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series A Preferred Stock (defined below).

The Series A Preferred Stock is intended to provide ETFS Capital with economic rights equivalent to the Company’s common stock on an as -converted basis.

The Series A Preferred Stock has 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 Series A Preferred Stock, 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 “Series A Preferred Stock”), 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 Series A Preferred Stock balance:

Issuance of Series A Preferred Stock

Issuance costs

Preferred Shares—carrying value

Series A Preferred Stock—carrying value

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.

ETFS Capital has the right to redeem all the Preferred Shares specified to be converted during the period of time specified in the Certificate of Designations in the event that:

(a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Preferred Shares requested by ETFS Capital to be converted;

or (b) ETFS Capital does not, upon completion of a change of control of the Company, receive the same amount per Preferred Share as it would have received had each outstanding Preferred Share been converted into common stock immediately prior to the change of control.

ETFS Capital has the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified in the Certificate of Designations in the event that:

(a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Series A Preferred Stock requested by ETFS Capital to be converted;

or (b) ETFS Capital does not, upon completion of a change of control of the Company, receive the same amount per share of Series A Preferred Stock as it would have received had each outstanding share of Series A Preferred Stock been converted into common stock immediately prior to the change of control.

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

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

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 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 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 redemption value of the Series A Preferred Stock was $ 96,869 and $ 77,969 at December 31, 2023 and 2022, respectively.

The carrying amount of the Series A Preferred Stock was not adjusted as it was not probable that such shares would become redeemable.

Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”)

On November 20, 2023, the Company repurchased its Series C Preferred Stock which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of WGC, for aggregate cash consideration of approximately $ 84,411 .

Under the terms of the transaction, the Company paid GBH $ 40,000 on the closing date, with the remainder of the purchase price payable in equal, interest -free installments on the first, second and third anniversaries of the closing date.

The implied price per share was $ 6.02 when considering the interest -free financing element of the transaction.

The investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction.

GAAP, the obligation was recorded at its present value utilizing a market rate of interest on the closing date of 7.0 % and the corresponding discount is being amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation.

The aggregate consideration payable was valued at $ 38,835 on the closing date and the carrying value of this obligation is as follows:

Interest expense recognized during the year ended December 31, 2023 was $ 297 and is included as a component of total interest expense recognized on the Statements of Operations.

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

1 unchanged sentence

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

Years Ended December 31,

Operating lease cost

2 unchanged sentences

Other information:

assets obtained in exchange for new operating lease

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

Right-of-use assets obtained in exchange for new operating lease liabilities

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

3 unchanged sentences

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

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

of the right-of-use

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

As a result, the Company recognized a loss on the termination of a lease of $ 9,277 during the year ended December 31, 2021, which was inclusive of the write -off of the right -of-use asset, broker fees and a reduction in operating lease liabilities.

This loss is included in impairments in the Company’s Consolidated Statements of Operations (Note 26).

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

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

Additionally, the Company recognized an impairment loss of $ 303 resulting from the derecognition of a right -of-use asset upon exiting its London office in February 2021, as well as costs incurred to restore the office space to its original condition.

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

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

asset and lease liability.

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

The following table discloses future minimum lease payments at December 31, 2023 with respect to the Company’s operating lease liabilities:

10 unchanged sentences

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

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 December 2020, WMAI, WTMAML, WTUK and WisdomTree 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.

4 unchanged sentences

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.

In March 2022, WMAI and WTUK were served with a writ of summons to appear before the Court of Turin and two writs of summons to appear before 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.

In July 2023, the Court of Milan ruled in favor of WMAI and WTUK in respect of one of these claims.

Total damages sought by all investors related to these claims are approximately € 15,200 ($ 16,778 ) at December 31, 2023.

Additionally, in July 2023, WT Ireland received a letter from counsel on behalf of additional investors seeking damages of up to approximately € 8,400 ($ 9,272 ) resulting from the closure of 3OIL.

The claim is in its preliminary stages and a writ of summons has not been served.

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

The Company expects that losses, if any, arising from these claims will be covered under its insurance policies, less a $ 500 deductible.

An accrual has not been made with respect to these matters at December 31, 2023 and 2022.

3 unchanged sentences

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

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

voting rights.

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

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

2 unchanged sentences

Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards.

The following table presents information about the Company’s variable interests in non-consolidated

The following table presents information about the Company’s variable interests in non -consolidated VIEs:

Carrying Amount—Assets (Securrency):

5 unchanged sentences

Convertible note

Series B-1 Preference Shares

Subtotal—Fnality

Carrying Amount—Assets (Other investments):

16 unchanged sentences

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

Geographic Distribution of 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.

Other income includes revenues the Company earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are either based on a percentage of the ETPs’ average daily net assets or flows associated with certain products.

There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Geographic Distribution of Revenues

The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside:

2 unchanged sentences

United States

Canada (Note 3)

Total operating revenues

Related Party Transactions

Investment Advisory Agreements

The Company’s revenues are derived primarily from investment advisory agreements with related parties.

Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S.

WisdomTree ETFs and WisdomTree UCITS ETFs.

The Board of Trustees and Board of Directors (including certain officers of the Company) of the related parties are primarily responsible for overseeing the management and affairs of the entities for the benefit of their stakeholders and have contracted with the Company to provide for general management and administration services.

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.

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

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

WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs.

The relevant board of trustees or board of directors (including certain officers of the Company) of each of the related parties is primarily responsible for overseeing the management and affairs of the entities for the benefit of their respective stakeholders and have contracted with the Company to provide for general management and administration services.

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 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’ and the Digital Funds’ average daily net assets.

A majority of the independent members of the respective board of trustees or board of directors are required to initially and annually (after the first two years) approve the advisory agreements of the U.S.

WisdomTree ETFs and the Digital Funds and these agreements may be terminated by such board of trustees or board of directors upon notice.

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

9 unchanged sentences

Advisory services provided to WMAI and WTICAV

Advisory services provided to WTCS

Advisory services provided to WTAMC

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 € 1,044 ($ 1,128 ), € 642 ($ 671 ) and € 612 ($ 710 ) for the years ended December 31, 2023, 2022 and 2021, 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.

No other revenue was earned by WTI from providing indices for use in the European Union during 2023, 2022 or 2021.

Investments in WisdomTree Products

The Company also has investments in certain WisdomTree products of approximately $ 52,566 and $ 25,283 at December 31, 2023 and 2022, respectively.

This includes $ 18,308 and $ 1,765 , respectively, of investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other assets–seed capital.” Net unrealized and realized gains and losses related to trading WisdomTree products during the years ended December 31, 2023, 2022 and 2021 were $ 1,294 , ($ 107 ) and ($ 451 ), respectively, which are recorded in other losses, net on the Consolidated Statements of Operations.

Deferred Consideration—Gold Payments – Termination

On May 10, 2023, the Company terminated its contractual gold payments obligation to ETFS Capital, which included the payment of $ 45,634 to an entity controlled by GT, a stockholder of the Company.

See Note 9 for additional information.

Stock-Based Awards

4 unchanged sentences

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

The Company estimates the fair value of stock options (when granted) using the

Black-Scholes option pricing model.

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

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

2 unchanged sentences

The number of PRSUs vesting ranges from 0% to 200% of the target number of PRSUs granted, as follows:

• If the relative TSR is below the 25 th

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 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 relative TSR is below the 25 th percentile, then 0% of the target number of PRSUs granted will vest;

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

• If the relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th percentile;

• 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.

During the years ended December 31, 2023, 2022 and 2021, total stock -based compensation expense was $ 16,190 , $ 10,385 and $ 9,998 , respectively, and the related tax benefit recognized on the Consolidated Statements of Operations was $ 3,919 , $ 2,371 and $ 2,327 , respectively.

The actual tax benefit realized for the tax deductions for share -based compensation was $ 1,820 , $ 1,548 and $ 2,032 during the years ended December 31, 2023, 2022 and 2021, respectively.

1 unchanged sentence

December 31, 2023

Unrecognized Stock-

Weighted-Average

2 unchanged sentences

Stock Options

A summary of option activity is as follows:

Weighted-Average

Exercise Price

Outstanding January 1, 2020

Forfeitures/expirations

Outstanding at December 31, 2020

Forfeitures/expirations

Outstanding at December 31, 2021

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.

There was no option activity during the years ended December 31, 2023 and 2022 and there were no options outstanding as of December 31, 2023 and 2022.

The total intrinsic value of options exercised during the year ended December 31, 2021 was $ 51 .

Cash received from option exercises during the year ended December 31, 2021 was $ 815 .

RSAs, RSUs and PRSUs

2 unchanged sentences

Unvested Balance at January 1, 2021

( 1,897,699 )

Unvested Balance at December 31, 2021

( 1,621,201 )

Unvested Balance at December 31, 2022

( 1,629,925 )

Stock dividends accrued

Unvested Balance at December 31, 2023

190,144 ( 3 )

(1) Represents the target number of PRSUs granted and outstanding.

The number of PRSUs that ultimately vest ranges from 0 % to 200 % of this amount.

During the years ended December 31, 2023, 2022 and 2021, 200 %, 77 % and 0 %, respectively, of the target number of PRSUs granted ultimately vested, inclusive of accrued stock dividends.

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

8 unchanged sentences

Expected dividend yield

(3) Includes 57,779 deferred RSUs that have vested.

Stockholder Rights Plan

On March 17, 2023, the Board of Directors of the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No.

1 thereto, dated May 4, 2023 (“Amendment No.

1”), and by Amendment No.

2 thereto, dated May 10, 2023 (“Amendment No.

2”) (as amended, the “Stockholder Rights Agreement”).

At the Company’s 2023 Annual Meeting of Stockholders held on June 16, 2023, the Company’s stockholders ratified the adoption by the Board of Directors of the Stockholder Rights Agreement.

Pursuant to the terms of the Stockholder Rights Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common stock, par value $ 0.01 per share, of the Company’s common stock and (ii) 1,000 Rights for each outstanding share of the Company’s Series A Non -Voting Convertible Preferred Stock (“Series A Preferred Stock”), to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”).

In addition, one Right will automatically attach to each share of common stock and 1,000 Rights will automatically attach to each share of Series A Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and the expiration date of the Rights.

Each “Right” entitles the registered holder thereof to purchase from the Company a unit consisting of one ten -thousandth of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value $ 0.01 per share, of the Company (the “Series B Preferred Stock”) at a cash exercise price of $ 32.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Stockholder Rights Agreement and summarized below.

Initially, the Rights are not exercisable and are attached to and trade with all shares of common stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the Record Date.

The Rights will separate from the common stock and Series A Preferred Stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10 % (or 20 % in the case of a person or group which, together with all affiliates and associates of such person or group, is the beneficial owner of shares of common stock of the Company representing less than 20 % of the shares of common stock of the Company then outstanding, and which is entitled to file, and files, a statement on Schedule 13G pursuant to Rule 13d -1 (b) or Rule 13d -1 (c) of the General Rules and Regulations under the Exchange Act as in effect at the time of the first public announcement of the declaration of the Rights dividend with respect to the shares of common stock beneficially owned by such person or group) or more of the outstanding shares of common stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of such announcement being referred to as the “Stock Acquisition Date”), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”).

A person or group who beneficially owned 10 % or more (or 20 % or more in the case of passive stockholders) of the Company’s outstanding common stock prior to the first public announcement by the Company of the adoption of the Stockholder Rights Agreement will not trigger the Stockholder Rights Agreement so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 10 % or more (or 20 % or more in the case of passive stockholders) of such common stock, subject to certain exceptions as set forth in the Stockholder Rights Agreement.

For purposes of the Stockholder Rights Agreement, beneficial ownership is defined to include ownership of securities that are subject to a derivative transaction and acquired derivative securities.

Swaps dealers unassociated with any control intent or intent to evade the purposes of the Stockholder Rights Agreement are excepted from such imputed beneficial ownership.

Pursuant to Amendment No.

1, beneficial ownership did not include the right to vote pursuant to any agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Stockholder Rights Agreement presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders.

Pursuant to Amendment No.

2, the parties to the SPA Agreement are not deemed to be “Acquiring Persons” solely by virtue of, or as a result of, the parties’ entry into the SPA Agreement, the issuance of the Series C Preferred Stock to GBH, and the performance or consummation of any of the other transactions contemplated by the SPA Agreement, among other conditions, under the terms and conditions set forth in Amendment No.

In the event that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Series B Preferred Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares of common stock to permit the exercise in full of the Rights, Units of Series B Preferred Stock, other securities, cash or property, or any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as the “Subscription Right”).

In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50 % or more of the Company’s assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the “Merger Right”).

The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right.

Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Stockholder Rights Agreement) become null and void.

The Rights may be redeemed in whole, but not in part, at a price of $ 0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration date of the Stockholder Rights Agreement.

Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

The Stockholder Rights Agreement may be amended by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an Acquiring Person.

After such time the Board of Directors may, subject to certain limitations set forth in the Stockholder Rights Agreement, amend the Stockholder Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).

Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends.

While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for shares of common stock, other securities of the Company, other consideration or for common stock of an acquiring company.

The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 16, 2024, unless previously redeemed or exchanged by the Company.

The Stockholder Rights Agreement provides the holders of the common stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving, the Company that is deemed a “Qualifying Offer” (as defined in the Stockholder Rights Agreement) from the terms of the Stockholder Rights Agreement.

A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have specific characteristics that are generally intended to preclude offers that are coercive, abusive or highly contingent.

Among those characteristics are that it be:

(i) a fully financed all -cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination thereof, for any and all of the common stock;

and (ii) an offer that is otherwise in the best interests of the Company’s stockholders.

The Stockholder Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed a “Qualifying Offer,” including if the consideration offered in a proposed transaction is stock of the acquiror.

Pursuant to the Stockholder Rights Agreement, if the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying Offer from the terms of the Stockholder Rights Agreement or called a special meeting of stockholders (the “Special Meeting”) for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Stockholder Rights Agreement, in each case by the end of the 90 business day period following the commencement of such Qualifying Offer, provided such offer remains a Qualifying Offer during such period, the holders of 10 % of the common stock may request that the Board call a Special Meeting to vote on a resolution authorizing the exemption of the Qualifying Offer from the terms of the Stockholder Rights Agreement.

If such a Special Meeting is not held by the 90th business day following the receipt of such a request from stockholders to call a Special Meeting, the Qualifying Offer will be deemed exempt from the terms of the Stockholder Rights Agreement on the 10th business day thereafter.

Employee Benefit Plans

4 unchanged sentences

Earnings Per Share

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

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

Years Ended December 31,

Basic Earnings/(Loss) per Share

Net income/(loss)

Basic Earnings per Share

Gain on repurchase of Series C Preferred Stock

Income distributed to participating securities

Undistributed income allocable to participating securities

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

Net income available to common stockholders—Basic EPS

Weighted average common shares (in thousands)

Basic income/(loss) per share

Basic earnings per share

Years Ended December 31,

Diluted Earnings/(Loss) per Share

Net income/(loss) available to common stockholders

Diluted Earnings per Share

Net income available to common stockholders

Undistributed income allocable to participating securities

Reallocation of undistributed income allocable to participating securities considered potentially dilutive

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

Net income available to common stockholders—Diluted EPS

Weighted Average Diluted Shares (in thousands) :

2 unchanged sentences

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

Diluted income/(loss) per share

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

common stock equivalents were

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.

Diluted earnings per share

Diluted earnings per share presented above is calculated using the two -class method as this method results in the lowest diluted earnings per share amount for common stock.

The year ended December 31, 2023 includes a gain of $ 7,966 recognized upon the repurchase of the Series C Preferred Stock, which is excluded from net income, but required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share.

Total antidilutive non -participating common stock equivalents were 405 and 132 during the years ended December 31, 2022 and 2021, respectively (shares herein are reported in thousands).

There were no antidilutive non -participating common stock equivalents during the year ended December 31, 2023.

There were no potential common shares associated with the conversion option embedded in the Convertible Notes included in weighted average diluted shares for the years ended December 31, 2023 and 2022 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).

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:

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above:

Years Ended December 31,

2 unchanged sentences

Participating securities:

Weighted average shares of common stock issuable upon conversion of the

Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 11)

Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 11)

Potentially dilutive restricted stock awards

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:

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

Income before Income Tax Expense – Domestic and Foreign

and foreign components of income before income tax expense for the years ended December 31, 2023, 2022 and 2021 are as follows:

Year Ended December 31,

9 unchanged sentences

federal statutory income tax

Gain on revaluation/termination of deferred consideration (1)

Non-deductible loss on extinguishment of convertible notes

Foreign operations

Non-deductible executive compensation

Decrease in unrecognized tax benefits, net

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

executive compensation

Expiration of capital losses

Stock-based compensation tax shortfalls

Change in tax-related indemnification assets, net

Change in foreign net operating losses (“NOLs”)

Blended state income tax rate, net of federal benefit

gain on sale—Canadian ETF business

Change in valuation allowance—Foreign NOLs and interest carryforwards

Other differences, net

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.

(1) The gain 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

7 unchanged sentences

Accrued expenses

Unrealized losses

Stock-based compensation

Goodwill and intangible assets

Operating lease liabilities

Unrealized losses

Foreign currency translation adjustment

Operating lease liabilities

Outside basis differences

Interest carryforwards

Deferred tax assets

1 unchanged sentence

Fixed assets and prepaid assets

Foreign currency translation adjustment

Unremitted earnings—European subsidiaries

5 unchanged sentences

Net Operating and Capital Losses – U.S.

The Company’s tax effected net operating losses (“NOLs”) at December 31, 2022 were $ 255 , which expire in 2024 .

The Company’s tax effected NOLs at December 31, 2023 were $ 127 , which expire in 2024 .

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

1 unchanged sentence

These capital losses expire between the years 2024 and 2028.

During the year ended December 31, 2023, tax effected capital losses in the amount of $ 3,278 expired.

Net Operating Losses – Europe

2 unchanged sentences

Valuation Allowance

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.

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

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

to be sustained upon examination, based solely on the technical merits of the position.

Tax positions are evaluated utilizing a two -step process.

The Company first determines whether any of its tax positions are more -likely-than-not to be sustained upon examination, based solely on the technical merits of the position.

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 at January 1, 2022

Decrease—Settlements (1)

Decrease—Lapse of statute of limitations (1)

1 unchanged sentence

Balance at December 31, 2022

Decrease—Settlements (1)

Decrease—Lapse of statute of limitations

Foreign currency translation (2)

Balance at December 31, 2023

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.

(1) 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.

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.

(2) The gross unrecognized tax benefits were accrued in British pounds.

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 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.

The gross unrecognized tax benefits and interest and penalties totaling $ 1,353 at December 31, 2022 is included in other non -current liabilities on the Consolidated Balance Sheets.

Income Tax Examinations

1 unchanged sentence

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.

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

2 unchanged sentences

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

As of December 31, 2023, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2019.

Undistributed Earnings of Foreign Subsidiaries

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

ASC 740 -30 Income Taxes provides guidance that U.S.

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

The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 186 and $ 205 at December 31, 2023 and 2022, respectively.

9 unchanged sentences

As of December 31, 2023, $ 96,406 remained under this program for future purchases.

In addition, as further described in Note 11, the Company also repurchased its Series C Preferred Stock, which was convertible into 13,087,000 shares of common stock, from GBH, for aggregate cash consideration of $ 84,411 .

Goodwill and Intangible Assets

2 unchanged sentences

Balance at December 31, 2023

(1) On April 11, 2023, the Company acquired 100 % of the capital stock of Securrency Transfers, Inc.

(renamed WisdomTree Transfers, Inc.) for an aggregate purchase price of $ 985 (net of cash acquired).

The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, and resulted in all consideration being allocated to goodwill .

Goodwill was tested for impairment on November 30, 2023.

2 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

Of the total goodwill of $ 86,841 at December 31, 2023, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

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

1 unchanged sentence

Intangible Assets

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

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

Balance at December 31, 2023

ETFS acquisition

1 unchanged sentence

Balance at December 31, 2023

Balance at December 31, 2022

ETFS acquisition

Software development

Balance at December 31, 2022

ETFS Acquisition (Indefinite-Lived)

1 unchanged sentence

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 %.

The Company performed its indefinite -lived intangible asset impairment test related to these customary advisory agreements on November 30, 2023.

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 a projected revenue growth rate of 3 % and a weighted average cost of capital of 10.5 %.

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 .

During the years ended December 31, 2023 and 2022, the Company recognized amortization expense on internally -developed software of $ 634 and $ 50 , respectively.

As of December 31, 2023, expected amortization expense for the unamortized finite -lived intangible assets for the next five years and thereafter is as follows:

1 unchanged sentence

Total expected amortization expense

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

assets is 2.9 years.

The weighted -average remaining useful life of the finite -lived intangible assets is 2.6 years.

Contingent Payments

AdvisorEngine – Sale of Financial Interests

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

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

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

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

contingent payments have been received during the last three years.

Sale of Canadian ETF Business

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

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

anniversary of the closing date.

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

anniversary of the closing date.

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.

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

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

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

The Company recognized a gain of $ 1,477 and $ 787 during the years ended December 31, 2023 and 2021, respectively, from remeasuring contingent payments arising from the sale of its former Canadian ETF business to their realizable value.

These gains were recorded in other losses, net.

The following table summarizes impairments recognized by the Company:

3 unchanged sentences

Lease termination–London office (Note 13)

AdvisorEngine–Financial interests

Thesys–Series Y Preferred

AdvisorEngine

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

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.

Securrency (Note 7)

Other investments (Note 7)

Subsequent Events

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

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.

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

There were no events requiring disclosure.

EXHIBIT INDEX

Exhibit Number

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)

3 unchanged sentences

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

Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023)

Certificate of Designations of Series C 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 May 10, 2023)

Certificate of Elimination of Series C 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 November 20, 2023)

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)

8 unchanged sentences

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

Exhibit Number

Indenture, dated as of June 14, 2021, by and between the Registrant and U.S.

4 unchanged sentences

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

Stockholder Rights Agreement, dated March 17, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023)

Amendment No.

1 to Stockholder Rights Agreement, dated as of May 4, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 5, 2023)

Amendment No.

2 to Stockholder Rights Agreement, dated as of May 10, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 10, 2023)

Investor Rights Agreement, dated as of May 10, 2023, by and between the Registrant and Gold Bullion Holdings (Jersey) Limited (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 10, 2023)

Termination Agreement, dated as of November 20, 2023, by and between Gold Bullion Holdings (Jersey) Limited and WisdomTree, Inc.

(incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 20, 2023)

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

9 unchanged sentences

Ziemba, dated December 22, 2016 (incorporated by reference to Exhibit 10.1(E) of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016)

Exhibit Number

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)

1 unchanged sentence

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)

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)

Form of Amendment, dated April 21, 2023, to Employment Agreements between the Registrant and each of Jonathan Steinberg, Peter M.

Jarrett Lilien and Marci Frankenthaler (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023)

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)

1 unchanged sentence

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 Alexis Marinof, dated June 8, 2017 (incorporated by reference to Exhibit 10.21 of Amendment No.

2 unchanged sentences

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

Amendment to Employment Agreement between the Registrant and Alexis Marinof, dated April 21, 2023 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023)

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

Executive Officers (2016 Equity Plan) (incorporated by reference to Exhibit 10.23 of Amendment No.

Executive Officers applicable to grants after January 1, 2021 and prior to January 1, 2023 (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 (2016 Equity Plan) (incorporated by reference to Exhibit 10.24 of Amendment No.

Executive Officers applicable to grants after January 1, 2021 and prior to January 1, 2023 (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.

2 unchanged sentences

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)

Non-Employee Director Deferred Compensation Program (incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023)

Form of Restricted Stock Agreement for Executive Officers applicable to grants after January 1, 2023 and prior to January 1, 2024 (2022 Equity Plan) (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023)

Exhibit Number

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

Executive Officers (2022 Equity Plan) (filed herewith)

Executive Officers applicable to grants after January 1, 2023 (2022 Equity Plan) (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023)

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)

Consent of Ernst & Young LLP, independent registered public accounting firm (filed herewith)

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

Executive Officers applicable to grants after January 1, 2023 (2022 Equity Plan) (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023)

WisdomTree, Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023)

Form of Employee Confidentiality, Assignment and Restrictive Covenant Agreement executed by participants of the WisdomTree, Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023)

Sale, Purchase and Assignment Deed, dated as of May 10, 2023, by and between the Registrant, WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital Limited, World Gold Council, Gold Bullion Holdings (Jersey) Limited, Rodber Investments Limited and Graham Tuckwell (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 10, 2023)

Stock Repurchase Agreement, dated as of November 20, 2023, by and between WisdomTree, Inc.

and Gold Bullion Holdings (Jersey) Limited (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 20, 2023)

Form of Restricted Stock Agreement for Executive Officers applicable to grants after January 1, 2024 (2022 Equity Plan)

Subsidiaries of the Registrant

Consent of Ernst & Young LLP, independent registered public accounting firm

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

Certification pursuant to 18 U.S.C.

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

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

Amended and Restated Compensation Clawback Policy

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:

10 unchanged sentences

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

* Schedules and exhibits to these Exhibits have been omitted in accordance with Item 601 of Regulation S -K .

The Company agrees to furnish supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon request.

(1) Filed herewith.

(2) Furnished herewith.

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

/s/ Jonathan Steinberg

February 23, 2024

Jonathan Steinberg

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 28 th day of February, 2023.

/s/ Jonathan Steinberg

Jonathan Steinberg

Chief Executive Officer and Director

Jonathan Steinberg

(Principal Executive Officer)

/s/ Bryan Edmiston

Bryan Edmiston

Chief Financial Officer

Bryan Edmiston

(Principal Financial Officer and Principal Accounting Officer)

/s/ Frank Salerno

/s/ Win Neuger

Non -Executive Chair of the Board

Frank Salerno

/s/ Anthony Bossone

2 unchanged sentences

Smita Conjeevaram

/s/ Deborah Fuhr

/s/ Rilla Delorier

Rilla Delorier

/s/ Daniela Mielke

Daniela Mielke

/s/ Win Neuger

/s/ Harold Singleton III

Harold Singleton III

/s/ Shamla Naidoo

Shamla Naidoo

/s/ Tonia Pankopf

Tonia Pankopf

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